0001558370-23-014177 | 10-Q | XBRL Viewer

Net loss attributable to Inspirato Incorporated per Class A share (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of basic and diluted earnings per share


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Net loss attributable to Inspirato Incorporated	$	(2,067)	$	(23,420)	$	(14,369)	$	(26,316)
Weighted average Class A Shares outstanding
Basic and diluted		52,400		67,341		47,384		65,975
Net loss attributable to Inspirato Incorporated per Class A share
Basic and diluted	$	(0.04)	$	(0.35)	$	(0.30)	$	(0.40)

Schedule of anti-dilutive securities


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Restricted stock units		5,518		18,856		2,774		17,136
Stock options		7,625		4,731		7,690		4,971
Preferred warrants		—		—		118		—
Common stock warrants		8,625		8,625		7,852		8,625
Anti-dilutive securities		21,768		32,212		18,434		30,732

Income Taxes	6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	(7) Income Taxes At June 30, 2023, Inspirato Incorporated holds 49.8% of the economic interest in Inspirato LLC (see Note 3 and 16), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income or loss is passed through to its members and included in their tax returns, even though such net taxable income may not have actually been distributed. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its 49.8% distributive share of the net taxable income of Inspirato LLC. Inspirato Incorporated is also subject to taxes in foreign jurisdictions. The effective income tax rate was negative 4.3% and negative 1.3% for the three and six months ended June 30, 2022, respectively, and negative 0.5% and negative 0.8% for the three and six months ended June 30, 2023, respectively. The effective income tax rate for the three and six months ended June 30 2022 and 2023 differed significantly from the statutory rate in the respective periods, primarily due to the losses allocated to noncontrolling interests and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Business Combination. Income tax expense recorded in the three and six months ended June 30, 2022 and 2023 represents amounts owed to foreign taxing authorities. The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Inspirato Incorporated as of the Closing and as of June 30, 2023, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. The Company’s income tax filings are subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

(7) Income Taxes

At June 30, 2023, Inspirato Incorporated holds 49.8% of the economic interest in Inspirato LLC (see Note 3 and 16), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income or loss is passed through to its members and included in their tax returns, even though such net taxable income may not have actually been distributed. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its 49.8% distributive share of the net taxable income of Inspirato LLC. Inspirato Incorporated is also subject to taxes in foreign jurisdictions.

The effective income tax rate was negative 4.3% and negative 1.3% for the three and six months ended June 30, 2022, respectively, and negative 0.5% and negative 0.8% for the three and six months ended June 30, 2023, respectively. The effective income tax rate for the three and six months ended June 30 2022 and 2023 differed significantly from the statutory rate in the respective periods, primarily due to the losses allocated to noncontrolling interests and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Business Combination. Income tax expense recorded in the three and six months ended June 30, 2022 and 2023 represents amounts owed to foreign taxing authorities.

The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Inspirato Incorporated as of the Closing and as of June 30, 2023, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.

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

- Definition

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

+ References

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (52,575)	$ (29,239)
Adjustments to reconcile net loss and comprehensive loss to net cash provided by (used in) operating activities:
Depreciation and amortization	3,725	2,223
Loss on disposal of fixed assets	588
Warrant fair value losses	(276)	6,544
Asset impairment	30,054
Equity-based compensation	4,388	2,833
Amortization of right-of-use asset	42,362	45,841
Changes in operating assets and liabilities
Accounts receivable, net	(517)	613
Accounts receivable, net - related parties	388	(322)
Prepaid member travel	(2,270)	(3,675)
Prepaid expenses	(1,131)	(3,625)
Lease liability	(41,699)	(46,155)
Other assets	(1,192)	126
Accounts payable	(392)	(697)
Accrued liabilities	(3,807)	(1,237)
Deferred revenue	(6,954)	359
Net cash used in operating activities	(29,308)	(26,411)
Cash flows from investing activities:
Development of internal-use software	(4,556)	(489)
Purchase of property and equipment	(2,500)	(4,619)
Net cash used in investing activities	(7,056)	(5,108)
Cash flows from financing activities:
Repayments of debt		(13,267)
Proceeds from debt		14,000
Proceeds from reverse recapitalization		90,070
Payments of reverse recapitalization costs		(23,899)
Proceeds from issuance of Class A common stock		5,000
Payments of employee taxes for stock-based award exercises and vestings	(837)	(117)
Proceeds from option exercises	1,307	23
Distributions		(183)
Net cash provided by financing activities	470	71,627
Net increase (decrease) in cash, cash equivalents, and restricted cash	(35,894)	40,108
Cash, cash equivalents, and restricted cash - beginning of period	81,939	82,953
Cash, cash equivalents, and restricted cash - end of period	46,045	123,061
Supplemental cash flow information
Cash paid for interest		285
Cash paid for income taxes	59
Significant noncash transactions:
Accounting principle adoption	204
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	1,038	324
Operating lease right-of-use assets exchanged for lease obligations	$ 35,068	306,912
Conversion of deferred rent and prepaid rent to right-of-use assets		$ 6,831

Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares	3 Months Ended	5 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Noncontrolling Interest
Issuance of Class A shares upon conversion of Class V shares (in shares)	648,297		2,805,349	0
Inspirato LLC
Noncontrolling Interest
Common units outstanding		116,613,000		116,613,000
Recapitalization		116,613,000
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	58,058,000	46,832,000	58,058,000	46,832,000
Recapitalization		46,832,000			55,253,000
Issuance of Class A shares upon conversion of Class V shares (in shares)			2,805,000
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	57,285,000	67,512,000	57,285,000	67,512,000
Recapitalization		66,945,000			59,653,000
Vesting of Profits Interests		567,000	437,000
Issuance of Class A shares upon conversion of Class V shares (in shares)			(2,805,000)
Unvested Continuing Inspirato Members [Member] \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	1,270,000	2,269,000	1,270,000	2,269,000
Recapitalization		2,836,000			1,707,000
Vesting of Profits Interests		(567,000)	(437,000)

Debt - Loan Facility (Details) - Loan Facility - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Oct. 31, 2020
Debt
Maximum borrowing capacity						$ 14.0
Interest rate at end of period					8.50%
Interest expense	$ 0.0	$ 0.1	$ 0.0	$ 0.3

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Summary of composition of lease expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Operating lease expense	$	19,733	$	22,360	$	38,054	$	45,158
Variable lease expense		534		116		1,193		502

Schedule of maturities of operating liabilities



Fiscal Year Ending	Operating leases
Remainder of 2023	$	45,746
2024		70,362
2025		55,634
2026		46,873
2027		34,437
2028 and thereafter		91,427
Total minimum lease payments		344,479
Less: interest expense		(68,652)
Present value of lease obligations		275,827
Less: current lease obligations		(65,913)
Long-term lease obligations	$	209,914

Summary of additional lease obligation and supplemental cash flow information

The following table presents additional information about our lease obligations:



Weighted-average remaining lease term (in years):	As of December 31, 2022		As of June 30, 2023
Operating leases	5.6		5.8

Weighted-average discount rate:
Operating leases	5.13	%	7.45	%

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Revenues
Revenue	$ 84,092	$ 83,698	$ 175,792	$ 165,771
Deferred Revenue					$ 186,000
Deferred Revenue, Revenue Recognized			103,000
Travel
Revenues
Revenue	48,031	48,136	103,159	97,909
Subscription
Revenues
Revenue	36,038	$ 35,562	72,549	67,728
Other
Revenues
Revenue	$ 23		$ 84	$ 134

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

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 financial liabilities consist of valuation of its Public Warrants. 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, if any, are considered Level 2 liabilities and approximate 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.

- 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

Related Party Transactions (Details) - Related Party [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related party transactions
Accounts receivable, net - related parties	$ 275		$ 275		$ 663
Exclusive Resorts
Related party transactions
Payments to related party	100	$ 600	600	$ 1,300
Related party lease agreements [Member]
Related party transactions
Payments to related party	$ 15	$ 15	$ 29	$ 29

Equity Based Compensation

6 Months Ended

Jun. 30, 2023

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.

As of June 30, 2023, option expense remaining to be recognized was $0.3 million and will be recognized over the next two years. There were 7.6 million and 4.6 million shares of Class A Common Stock subject to outstanding options at June 30, 2022 and 2023, respectively. During the three and six months ended June 30, 2022 there were 36 thousand and 66 thousand options exercised, respectively. During the three and six months ended June 30, 2023 there were 0.1 million and 0.7 million options exercised, respectively.

Profits Interests

Prior to the Business Combination, Inspirato LLC granted awards of profits interests to certain key employees. In connection with the Business Combination, the profits 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, 2022 and June 30, 2023, there were 9.3 million as-converted profits interests issued and outstanding, and $0.5 million in profits interest expense remained to be recognized as of June 30, 2023 over the next three years. No profits interests have been issued since the consummation of the Business Combination.

2021 Plan

In connection with the Business Combination, the Company’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 vesting term of each RSU is stated in the individual respective agreement.

At June 30, 2023, there was $33 million of unrecognized compensation cost related to RSUs which is expected to be recognized over a weighted average of 2.9 years.

Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

(4) Revenue

Revenues are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Travel	$	48,136	$	48,031	$	97,909	$	103,159
Subscription		35,562		36,038		67,728		72,549
Other		—		23		134		84
Total	$	83,698	$	84,092	$	165,771	$	175,792

As of December 31, 2022, deferred revenue was $186 million. Significant movements in deferred revenue during the six months ended June 30, 2023 consisted of increases due to payments received prior to travel by members and prepaid subscriptions, offset by decreases due to revenue recognized upon completion of trips and the passage of time for subscriptions. During the six months ended June 30, 2023, approximately $103 million of revenue recognized was included in the balance of deferred revenue as of December 31, 2022.

The Company recognizes assets and liabilities related to contracts with its customers. Assets include commissions paid to the Company’s sales staff for contracts with initial terms greater than one year; these costs are capitalized and amortized over the life of the contract and are included within other current assets and other noncurrent assets on the consolidated balance sheet. Liabilities included deferred revenue as discussed above. Assets and liabilities related to contracts with customers are as follows:


	December 31,		June 30,
	2022		2023
Assets:
Accounts receivable, net	$	3,140	$	3,453
Other current assets		—		623
Other noncurrent assets		—		688

Liabilities:
Deferred revenue, current	$	167,733	$	160,016
Deferred revenue, noncurrent		18,321		19,084

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12
-Subparagraph (c)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Warrants
Fair value of warrants outstanding		$ 483		$ 483		$ 759
Warrant fair value losses		$ (380)	$ (11,126)	$ (276)	$ 6,544
Class A Common Stock
Warrants
Warrant exercise price (in dollars per share)		$ 11.50		$ 11.50
Number of warrants outstanding		8,600,000		8,600,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1		1
Fair value of warrants outstanding		$ 500		$ 500		$ 800
Warrant fair value losses		$ (400)	$ (11,000)	$ (300)	$ 6,500
Saks Warrant
Warrants
Warrant exercise price (in dollars per share)	$ 2.00
Termination period of the commercial agreement	90 days
Saks Warrant \| Maximum
Warrants
Number of shares of Common Stock acquired with warrants	18,000,000

Leases - Maturities of operating liabilities excluding short-term leases (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Operating leases
2023	$ 45,746
2024	70,362
2025	55,634
2026	46,873
2027	34,437
Thereafter	91,427
Total minimum lease payments	344,479
Less: interest expense	(68,652)
Present value of lease obligations	275,827
Less: current lease obligations	(65,913)	$ (74,299)
Long-term portion of lease obligations	$ 209,914	$ 208,159

Reverse Recapitalization

6 Months Ended

Jun. 30, 2023

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 the Company. 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. The Company 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 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) the Company 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 warrant to purchase Class A Common Stock issued in connection with the IPO of Thayer (the “Public Warrants”).

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 Consolidated 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 the Company, accompanied by a recapitalization. The net assets of the Company 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.

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.

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, as amended. The Company incurred $25 million in transaction costs during the six months ended June 30. 2022, consisting of banking, legal and other professional fees, of which $24 million was recorded as a reduction to additional paid-in capital and the remaining $1.1 million was expensed in the 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.

Equity Based Compensation - Profits Interests (Details) - Profits interests - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
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	$ 0.5	$ 0.5
Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests issued (in shares)	0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Prepaid Expenses and Prepaid Member Travel (Tables)

6 Months Ended

Jun. 30, 2023

Prepaid Expenses and Prepaid MemberTravel

Schedule of prepaid expenses


	December 31,		June 30,
	2022		2023
Property operations	$	4,299	$	4,386
Software		3,601		2,807
Operating supplies		1,441		1,356
Insurance		1,581		3,504
Total	$	10,922	$	12,053

Nature of Business

6 Months Ended

Jun. 30, 2023

Nature of Business

Nature of Business

INSPIRATO INCORPORATED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) Nature of Business

Inspirato Incorporated and its subsidiaries (the “Company”, also referred to as “Inspirato”, “we”, “us”, and “our”) is a subscription-based luxury travel company that provides exclusive access to a managed and controlled portfolio of curated vacation options, delivered through an innovative model designed to ensure the service, certainty, and value that discerning customers demand. The Inspirato portfolio includes branded luxury vacation homes, accommodations at five-star hotel and resort partners, and custom travel experiences.

The Company was initially incorporated in Delaware on July 31, 2020 as Thayer Ventures Acquisition Corporation (“Thayer”), a special purpose acquisition company. On February 11, 2022 (the “Closing Date”), the Company 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 a subsidiary of the Company merged with and into Inspirato LLC (the “Business Combination”), resulting in Inspirato LLC becoming a subsidiary of the Company. The Company 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 of Inspirato LLC before and after the Business Combination.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands	Member Units Previously Reported	Member Units Conversion Effect of reverse recapitalization	Member Units	Preferred Stock Series C Previously Reported	Preferred Stock Series C Conversion Effect of reverse recapitalization	Common Stock Class A Common Stock Previously Reported	Common Stock Class A Common Stock	Common Stock Class V Common Stock Previously Reported	Common Stock Class V Common Stock	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Conversion Effect of reverse recapitalization	Additional Paid-in Capital	Accumulated Deficit Previously Reported	Accumulated Deficit Cumulative effect of change in accounting principle	Accumulated Deficit	Noncontrolling Interests Previously Reported	Noncontrolling Interests Cumulative effect of change in accounting principle	Noncontrolling Interests	Previously Reported	Cumulative effect of change in accounting principle	Total
Balance at beginning of period at Dec. 31, 2021				$ 21,477	$ (21,477)						$ 21,477	$ 21,477	$ (211,168)		$ (211,168)				$ (189,691)		$ (189,691)
Balance at beginning of period (in shares) at Dec. 31, 2021	1,149,000	103,709,000	104,858,000	491,000	(491,000)
Increase (decrease) in members equity
Consolidated net loss															(12,302)			$ (11,901)			(24,203)
Equity based compensation												402									402
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 common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes												(29)									(29)
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)							25,000
Distributions															(183)						(183)
Balance at end of period at Mar. 31, 2022							$ 5		$ 7			237,433			(223,653)			(76,557)			(62,765)
Balance at end of period (in shares) at Mar. 31, 2022							51,936,000		69,781,000
Balance at beginning of period at Dec. 31, 2021				$ 21,477	$ (21,477)						$ 21,477	21,477	(211,168)		(211,168)				(189,691)		(189,691)
Balance at beginning of period (in shares) at Dec. 31, 2021	1,149,000	103,709,000	104,858,000	491,000	(491,000)
Increase (decrease) in members equity
Consolidated net loss																					$ (29,239)
Issuance of Class A shares upon conversion of Class V shares (in shares)																					0
Balance at end of period at Jun. 30, 2022							$ 5		$ 7			244,799			(225,720)			(79,526)			$ (60,435)
Balance at end of period (in shares) at Jun. 30, 2022							52,448,000		69,781,000
Balance at beginning of period at Mar. 31, 2022							$ 5		$ 7			237,433			(223,653)			(76,557)			(62,765)
Balance at beginning of period (in shares) at Mar. 31, 2022							51,936,000		69,781,000
Increase (decrease) in members equity
Consolidated net loss															(2,067)			(2,969)			(5,036)
Equity based compensation												2,431									2,431
Issuance of common stock												5,000									5,000
Issuance of common stock (in shares)							490,000
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes												(65)									(65)
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)							22,000
Balance at end of period at Jun. 30, 2022							$ 5		$ 7			244,799			(225,720)			(79,526)			(60,435)
Balance at end of period (in shares) at Jun. 30, 2022							52,448,000		69,781,000
Balance at beginning of period at Dec. 31, 2022						$ 6		$ 6		$ 245,652			(233,931)	$ (96)		$ (86,723)	$ (108)		(74,990)	$ (204)	(74,990)
Balance at beginning of period (in shares) at Dec. 31, 2022						62,716,000		61,360,000
Increase (decrease) in members equity
Consolidated net loss															(2,896)			(3,007)			(5,903)
Equity based compensation												657									657
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes												438									438
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)							1,827,000
Issuance of Class A shares upon conversion of Class V shares							$ 1					(1,481)						1,480
Issuance of Class A shares upon conversion of Class V shares (in shares)							2,157,000		(2,157,000)
Balance at end of period at Mar. 31, 2023							$ 7		$ 6			245,266			(236,923)			(88,358)			(80,002)
Balance at end of period (in shares) at Mar. 31, 2023							66,700,000		59,203,000
Balance at beginning of period at Dec. 31, 2022						$ 6		$ 6		$ 245,652			$ (233,931)	$ (96)		$ (86,723)	$ (108)		$ (74,990)	$ (204)	(74,990)
Balance at beginning of period (in shares) at Dec. 31, 2022						62,716,000		61,360,000
Increase (decrease) in members equity
Consolidated net loss																					$ (52,575)
Issuance of Class A shares upon conversion of Class V shares (in shares)																					2,805,349
Balance at end of period at Jun. 30, 2023							$ 7		$ 6			248,346			(260,343)			(110,927)			$ (122,911)
Balance at end of period (in shares) at Jun. 30, 2023							67,887,000		58,555,000
Balance at beginning of period at Mar. 31, 2023							$ 7		$ 6			245,266			(236,923)			(88,358)			(80,002)
Balance at beginning of period (in shares) at Mar. 31, 2023							66,700,000		59,203,000
Increase (decrease) in members equity
Consolidated net loss															(23,420)			(23,252)			(46,672)
Equity based compensation												3,731									3,731
Issuance of common stock												32									$ 32
Issuance of common stock (in shares)							539,000
Issuance of Class A shares upon conversion of Class V shares												(683)						683
Issuance of Class A shares upon conversion of Class V shares (in shares)							648,000		(648,000)												648,297
Balance at end of period at Jun. 30, 2023							$ 7		$ 6			$ 248,346			$ (260,343)			$ (110,927)			$ (122,911)
Balance at end of period (in shares) at Jun. 30, 2023							67,887,000		58,555,000

Equity Based Compensation - Unit Option Plan (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Unit Option Plan
Other disclosures
Units issued under Plan			0
New equity awards available for issuance	0		0
Options exercised			0
Stock options
Equity Based Compensation
Award term			10 years
Other disclosures
Units issued under Plan	100,000	36,000	700,000	66,000
Expense remaining to be recognized	$ 0.3		$ 0.3
Period expense remaining to be recognized			2 years
Options outstanding	4,600,000	7,600,000	4,600,000	7,600,000
Options exercised	100,000	36,000	700,000	66,000
Stock options \| Minimum
Equity Based Compensation
Vesting period			3 years
Stock options \| Maximum
Equity Based Compensation
Vesting period			5 years

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

(11)Leases

The Company enters into operating leases primarily for standalone homes, luxury condos and hotel rooms. Active leases have initial terms ranging from 1 to 20 years, and generally contain extension options at the approval of both parties. The Company has not generally included these renewal periods in the lease term as it is not reasonably certain that the renewal option will be exercised. 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 statements of operations.

The following table details the composition of operating lease expense:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Operating lease expense	$	19,733	$	22,360	$	38,054	$	45,158
Variable lease expense		534		116		1,193		502

As of June 30, 2023, the maturities of the Company’s operating lease liabilities (excluding short-term leases) were as follows:



Fiscal Year Ending	Operating leases
Remainder of 2023	$	45,746
2024		70,362
2025		55,634
2026		46,873
2027		34,437
2028 and thereafter		91,427
Total minimum lease payments		344,479
Less: interest expense		(68,652)
Present value of lease obligations		275,827
Less: current lease obligations		(65,913)
Long-term lease obligations	$	209,914

The following table presents additional information about our lease obligations:



Weighted-average remaining lease term (in years):	As of December 31, 2022		As of June 30, 2023
Operating leases	5.6		5.8

Weighted-average discount rate:
Operating leases	5.13	%	7.45	%

As of June 30, 2023, the Company was party to 39 leases that had not yet commenced. Future payments under these leases were $54 million at June 30, 2023.

Impairment of Right-of-Use Assets

The Company tests long-lived assets for recoverability whenever events or changes in circumstances suggest that the carrying value of an asset or group of assets may not be recoverable. During the three months ended June 30, 2023, the Company reviewed cash flow forecasts of leases against the carrying value of their right-of-use assets. The Company determined that the right-of-use assets for thirty-three leases had net carrying values that exceeded their estimated undiscounted future cash flows. These leases were primarily related to one group of underperforming properties in a single geographic location. The Company then estimated the fair value of the asset groups based on their cash flows discounted at a rate commensurate with the risk involved and based on assumptions representative of market participants. The carrying values of the asset groups exceeded their fair values and, as a result, the Company recorded right-of-use asset impairments of $30 million and property and equipment impairment of $0.3 million for the three months ended June 30, 2023. These impairments are recorded within asset impairment in the consolidated statements of operations.

Noncontrolling Interest (Details) - shares	3 Months Ended	6 Months Ended
Noncontrolling Interest (Details) - shares	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Noncontrolling Interest
Issuance of Class A shares upon conversion of Class V shares (in shares)	648,297	2,805,349	0
Inspirato LLC
Noncontrolling Interest
Common units outstanding			116,613,000
Class V Common Stock
Noncontrolling Interest
Common stock shares outstanding	58,555,000	58,555,000		61,360,000
Class A Common Stock
Noncontrolling Interest
Common stock shares outstanding	67,887,000	67,887,000		62,716,000
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	58,058,000	58,058,000	46,832,000
Issuance of Class A shares upon conversion of Class V shares (in shares)		2,805,000
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Non controlling interest percentage				58.80%

Subsequent Events (Details) - Subsequent Event - Oakstone Ventures, Inc. - 8% Convertible Debt Instrument $ / shares in Units, $ in Millions	Aug. 07, 2023 USD ($) $ / shares
Subsequent Event [Line Items]
Strategic investment amount \| $	$ 25
Interest rate	8.00%
Conversion price per share \| $ / shares	$ 1.50

Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment
Total cost	$ 40,364	$ 37,467
Accumulated depreciation and amortization	21,653	19,169
Property & equipment, net	$ 18,711	$ 18,298
Residence leasehold improvements
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 17,012	$ 15,302
Internal-use software
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 15,262	$ 13,559
Corporate office leasehold improvements
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 5,156	$ 5,156
Computer equipment
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 1,100	$ 1,436
Furniture, fixtures and equipment
Property, Plant and Equipment
Useful life	5 years	5 years
Total cost	$ 1,214	$ 1,208
Residence vehicles
Property, Plant and Equipment
Useful life	5 years	5 years
Total cost	$ 620	$ 806

Noncontrolling Interest

6 Months Ended

Jun. 30, 2023

Noncontrolling Interest [Abstract]

Noncontrolling Interest

(16) Noncontrolling Interest

The financial results of Inspirato LLC and its subsidiaries are consolidated with and into Inspirato Incorporated. For the period February 11, 2022 through June 30, 2022, 58.8% of the consolidated net loss of Inspirato LLC has been allocated to the noncontrolling interests of Inspirato LLC. During the three and six months ended June 30, 2022, the Company issued no shares of its Class A Common Stock. During the three and six months ended June 30^,2023, the Company issued 648,297 and 2,805,349 shares, respectively, 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 tables summarize the changes in ownership of Inspirato LLC excluding unvested profits interests.

For the period from February 11, 2022 through June 30, 2022:


	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
Vesting of profits interests	—	567	(567)	—
End of period	46,832	67,512	2,269	116,613

For the period from January 1, 2023 through June 30, 2023:


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

	(in thousands)
Beginning of period	55,253	59,653	1,707	116,613
Conversion of Class V to Class A	2,805	(2,805)	—	—
Vesting of profits interests	—	437	(437)	—
End of period	58,058	57,285	1,270	116,613

Prepaid Expenses and Prepaid MemberTravel

6 Months Ended

Jun. 30, 2023

Prepaid Expenses and Prepaid MemberTravel

Prepaid Expenses and Prepaid Member Travel

(5)

Prepaid Expenses and Prepaid Member Travel

Prepaid expenses

Prepaid expenses are as follows:


	December 31,		June 30,
	2022		2023
Property operations	$	4,299	$	4,386
Software		3,601		2,807
Operating supplies		1,441		1,356
Insurance		1,581		3,504
Total	$	10,922	$	12,053

Prepaid Member Travel

Prepaid member travel of $20 million and $22 million at December 31, 2022 and June 30, 2023, respectively, includes deposits for future member travel.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Revenue	$ 84,092	$ 83,698	$ 175,792	$ 165,771
Cost of revenue (including depreciation of $495 and $870 in 2022, and $804 and $1,731 in 2023, respectively)	64,686	57,402	124,738	104,711
Asset impairment	30,054		30,054
Gross margin	(10,648)	26,296	21,000	61,060
General and administrative (including equity-based compensation of $2,431 and $2,833 in 2022, and $3,731 and $4,388 in 2023, respectively)	17,885	16,250	35,995	33,944
Sales and marketing	7,954	11,061	14,601	21,203
Operations	6,419	11,179	14,624	20,853
Technology and development	3,007	2,876	6,369	5,684
Depreciation and amortization	1,015	694	1,994	1,353
Interest, net	(414)	192	(527)	331
Warrant fair value losses	(380)	(11,126)	(276)	6,544
Other expense, net	321		378
Loss and comprehensive loss before income taxes	(46,455)	(4,830)	(52,158)	(28,852)
Income tax expense	217	206	417	387
Net loss and comprehensive loss	(46,672)	(5,036)	(52,575)	(29,239)
Net loss and comprehensive loss attributable to noncontrolling interests (Note 16)	23,252	2,969	26,259	14,870
Net loss and comprehensive loss attributable to Inspirato Incorporated	$ (23,420)	$ (2,067)	$ (26,316)	$ (14,369)
Basic weighted average Class A shares outstanding	67,341	52,400	65,975	47,384
Diluted weighted average Class A shares outstanding	67,341	52,400	65,975	47,384
Basic net loss attributable to Inspirato Incorporated per Class A share	$ (0.35)	$ (0.04)	$ (0.40)	$ (0.30)
Diluted net loss attributable to Inspirato Incorporated per Class A share	$ (0.35)	$ (0.04)	$ (0.40)	$ (0.30)

Income Taxes - Narrative (Details)	3 Months Ended		6 Months Ended
Income Taxes - Narrative (Details)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Feb. 11, 2022
Effective tax rate	(0.50%)	(4.30%)	(0.80%)	(1.30%)
Reverse Capitalization \| Inspirato LLC
Ownership (as a percent)	49.80%		49.80%		41.20%

Employee Benefit Plan

6 Months Ended

Jun. 30, 2023

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. The Plan provides for the Company to make a discretionary matching contribution. The following table summarizes the Company’s contributions:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Employer match 401(k) contributions	$	390	$	343	$	897	$	894

Leases - Additional information about lease obligations and supplemental cash flow information (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($) item	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022
Weighted-average remaining lease term (in years):
Operating leases	5 years 9 months 18 days	5 years 9 months 18 days		5 years 7 months 6 days
Weighted-average discount rate
Operating leases	7.45%	7.45%		5.13%
Cash paid for amounts included in the measurement of lease liabilities:
Leased assets obtained in exchange for new operating lease liabilities		$ 35,068	$ 306,912
Number of Leases Impaired \| item	33
Right-of-use asset impairments	$ 30,000
Property and equipment impairment	$ 300

Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Other Current Liabilities [Member]
Liabilities:
Deferred revenue, current and noncurrent	$ 160,016	$ 167,733
Other Noncurrent Liabilities [Member]
Liabilities:
Deferred revenue, current and noncurrent	19,084	18,321
Accounts receivable, net
Assets:
Assets related to contracts with customers	3,453	$ 3,140
Other current assets
Assets:
Assets related to contracts with customers	623
Other noncurrent assets
Assets:
Assets related to contracts with customers	$ 688

Prepaid Expenses and Prepaid Member Travel (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Prepaid Expenses and Prepaid MemberTravel
Prepaid Member Travel	$ 22,185	$ 19,915
Prepaid expenses
Property operations	4,386	4,299
Software	2,807	3,601
Operating supplies	1,356	1,441
Insurance	3,504	1,581
Total	$ 12,053	$ 10,922

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment


	Useful life	December 31,		June 30,
	(years)	2022		2023
Residence leasehold improvements	3	$	15,302	$	17,012
Internal-use software	3		13,559		15,262
Corporate office leasehold improvements	3		5,156		5,156
Computer equipment	3		1,436		1,100
Furniture, fixtures, and equipment	5		1,208		1,214
Residence vehicles	5		806		620
Total cost			37,467		40,364
Accumulated depreciation and amortization			19,169		21,653
Property & equipment, net		$	18,298	$	18,711

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2023
Significant Accounting Policies
Basis of Presentation	(a) Basis of Presentation These unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company’s 2022 Form 10-K. These unaudited consolidated financial statements and the accompanying notes (collectively, the “Consolidated Financial Statements”) have been prepared on the same basis as the audited annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2023 and the results of operations for the three and six months ended June 30, 2022 and 2023. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period. The historical equity of Inspirato LLC was previously 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 unit 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 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. All amounts presented in these Consolidated Financial Statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted. Refer to Note 2, Significant Accounting Policies to the consolidated financial statements in the Company’s Form 10-K for a summary and discussion of the Company’s significant accounting policies, except as updated below.
Principles of Consolidation	(b) Principles of Consolidation For the periods after February 11, 2022, the Consolidated Financial Statements comprise the accounts of the Company, 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 and as such, Inspirato LLC was evaluated under the voting interest model. As Inspirato Incorporated has the right to appoint a majority of the managers of Inspirato LLC, Inspirato Incorporated controls Inspirato LLC, and therefore, the financial results of Inspirato LLC and its subsidiaries, after the Closing on February 11, 2022, are consolidated with and into Inspirato Incorporated’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated. For the days and periods prior to Business Combination, the Consolidated Financial Statements of the Company comprise the accounts of Inspirato LLC and its wholly owned subsidiaries. All intercompany accounts and transactions among Inspirato LLC and its consolidated subsidiaries were eliminated.
Use of Estimates	(c) Use of Estimates The preparation of the 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, incremental borrowing rates as they relate to leases, contingencies, allowance accounts, lease revenue forecasts as it relates to impairment, and fair value measurements related to stock-based compensation.
Reclassification of Prior Year Presentation	(e) Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Cash Flows for the six months ended June 30, 2022, to separately identify amortization of Right of Use Assets and change in Lease Liability. This change in classification does not affect previously reported cash flows from operating activities in the Consolidated Statements of Cash Flows.
Recently Adopted Accounting Pronouncements	(f) Recently Adopted Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including accounts receivable. The Company adopted Accounting Standards Codification (“ASC”) 326 using the modified retrospective method for all financial assets measured at amortized cost. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $0.2 million as of January 1, 2023 for the cumulative effect of adopting ASC 326.

Disclosure - Employee Benefit Plan (Tables)

6 Months Ended

Jun. 30, 2023

Defined Contribution Plan [Abstract]

Schedule of Employer Contributions


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Employer match 401(k) contributions	$	390	$	343	$	897	$	894

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 44,383	$ 80,278
Restricted cash	1,662	1,661
Prepaid member travel	22,185	19,915
Prepaid expenses	12,053	10,922
Other current assets	1,037	302
Total current assets	85,048	116,881
Property & equipment, net	18,711	18,298
Goodwill	21,233	21,233
Right-of-use assets	234,676	271,702
Other noncurrent assets	5,756	2,253
Total assets	365,424	430,367
Current liabilities
Accounts payable	31,257	30,611
Accrued liabilities	1,668	5,475
Deferred revenue, current	160,016	167,733
Lease liabilities, current	65,913	74,299
Total current liabilities	258,854	278,118
Deferred revenue, noncurrent	19,084	18,321
Lease liabilities, noncurrent	209,914	208,159
Warrants	483	759
Total liabilities	488,335	505,357
Commitments and contingencies (Note 12)
Equity (Deficit)
Additional paid-in capital	248,346	245,652
Accumulated deficit	(260,343)	(233,931)
Total equity excluding noncontrolling interest	(11,984)	11,733
Noncontrolling interests (Note 16)	(110,927)	(86,723)
Total deficit	(122,911)	(74,990)
Total liabilities and deficit	365,424	430,367
Class A Common Stock
Equity (Deficit)
Common stock	7	6
Class V Common Stock
Equity (Deficit)
Common stock	6	6
Related Party [Member]
Current assets
Accounts receivable, net - related parties	275	663
Nonrelated Party [Member]
Current assets
Accounts receivable, net	$ 3,453	$ 3,140

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

(6) Property and Equipment

Property and equipment are as follows:


	Useful life	December 31,		June 30,
	(years)	2022		2023
Residence leasehold improvements	3	$	15,302	$	17,012
Internal-use software	3		13,559		15,262
Corporate office leasehold improvements	3		5,156		5,156
Computer equipment	3		1,436		1,100
Furniture, fixtures, and equipment	5		1,208		1,214
Residence vehicles	5		806		620
Total cost			37,467		40,364
Accumulated depreciation and amortization			19,169		21,653
Property & equipment, net		$	18,298	$	18,711

Equity of Inspirato LLC (Details)	Jun. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Feb. 11, 2022
Class A Common Stock
Members' equity and temporary equity
Common stock shares authorized	1,000,000,000	1,000,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock shares outstanding	67,887,000	62,716,000
Class V Common Stock
Members' equity and temporary equity
Common stock shares authorized	500,000,000	500,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock shares outstanding	58,555,000	61,360,000
Reverse Capitalization \| Class A Common Stock
Members' equity and temporary equity
Exchange ratio of outstanding units to stock	37.2275		37.2275

Employee Benefit Plan (Details) - USD ($)	3 Months Ended		6 Months Ended
Employee Benefit Plan (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Employee Benefit Plan
Employees participating percentage			90.00%
Company match percentage			50.00%
Percent of employer match of employee's eligible pay			6.00%
Vesting percentage			100.00%
Maximum amount employer can contribute per employee per year			$ 1,500
Contribution expense	$ 343,000	$ 390,000	$ 894,000	$ 897,000

Warrants

6 Months Ended

Jun. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants

(13) Warrants

Public Warrants

The Company is party to issued and outstanding Warrants to purchase its Class A Common Stock at a price of $11.50 per share, subject to adjustment for stock splits and/or extraordinary dividends, as described in the Assignment, Assumption and Amendment Agreement between the Company and Computershare Trust Company, N.A., as warrant agent, in respect of the Warrant Agreement between Thayer and Continental Stock Transfer & Trust Company (collectively, the “Warrant Agreement”). As of June 30, 2023,

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 warrants 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, 2022 and June 30, 2023, the Public Warrants had a fair value of $0.8 million and $0.5 million, respectively. For the three and six months ended June 30, 2022, a gain of $11 million and a loss of $6.5 million, respectively, were recorded in warrant fair value losses in the consolidated statements of comprehensive loss. For the three and six months ended June 30, 2023, a gain of $0.4 million and a gain of $0.3 million, respectively, were recorded in warrant fair value losses in the consolidated statements of comprehensive loss.

Saks Warrants

In March 2023, the Company and Saks.com LLC (“Saks”) entered into a Commercial Referral and Marketing Agreement (the "Commercial Agreement") and a Warrant Agreement pursuant to which Saks may acquire up to 18 million shares of the Company’s Class A Common Stock (the “Saks Warrant Shares”). The Saks Warrant Shares shall vest and become exercisable by Saks based on certain subscription purchase referrals made by Saks to the Company under the terms of the Commercial Agreement. The exercise price with respect to the Saks Warrant Shares is $2.00 per share. Subject to certain conditions, including vesting conditions, the Saks Warrant Shares 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 the Saks Warrant Shares. Through June 30, 2023, there was not significant purchase activity facilitated through the Commercial Agreement.

Leases - Operating lease expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating lease expense
Operating lease expense	$ 22,360	$ 19,733	$ 45,158	$ 38,054
Variable lease expense	$ 116	$ 534	$ 502	$ 1,193
Minimum
Lessee, Lease, Description [Line Items]
Active leases, initial term	1 year		1 year
Maximum
Lessee, Lease, Description [Line Items]
Active leases, initial term	20 years		20 years

Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of revenues


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Travel	$	48,136	$	48,031	$	97,909	$	103,159
Subscription		35,562		36,038		67,728		72,549
Other		—		23		134		84
Total	$	83,698	$	84,092	$	165,771	$	175,792

Schedule of assets and liabilities related to contracts with customers


	December 31,		June 30,
	2022		2023
Assets:
Accounts receivable, net	$	3,140	$	3,453
Other current assets		—		623
Other noncurrent assets		—		688

Liabilities:
Deferred revenue, current	$	167,733	$	160,016
Deferred revenue, noncurrent		18,321		19,084

Net loss attributable to Inspirato Incorporated per Class A share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator
Net loss attributable to Inspirato Incorporated	$ (23,420)	$ (2,067)	$ (26,316)	$ (14,369)
Denominator
Basic weighted average Class A shares outstanding	67,341	52,400	65,975	47,384
Diluted weighted average Class A shares outstanding	67,341	52,400	65,975	47,384
Basic net loss attributable to Inspirato Incorporated per Class A share	$ (0.35)	$ (0.04)	$ (0.40)	$ (0.30)
Diluted net loss attributable to Inspirato Incorporated per Class A share	$ (0.35)	$ (0.04)	$ (0.40)	$ (0.30)

- Definition

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

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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

+ Details

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

(8) Debt

Loan Facility

In October 2020, the Company obtained a revolving line of credit (the “Revolver”) that was scheduled to mature October 2023 and was terminated in March 2023. The Revolver had a limit of $14 million. Interest rates associated with the Revolver adjusted based on the prime rate and outstanding balance. The interest rate was 8.50% at December 31, 2022. Interest expense related to the Revolver for three and six months ended June 30, 2022 totaled $0.1 million and $0.3 million, respectively. There was no interest expense for the three and six months ended June 30, 2023.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Net loss attributable to Inspirato Incorporated per Class A share - Anti-dilutive securities (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Anti-dilutive securities
Anti-dilutive securities	32,212	21,768	30,732	18,434
Restricted Stock Units
Anti-dilutive securities
Anti-dilutive securities	18,856	5,518	17,136	2,774
Stock options
Anti-dilutive securities
Anti-dilutive securities	4,731	7,625	4,971	7,690
Warrants \| Preferred Stock
Anti-dilutive securities
Anti-dilutive securities				118
Warrants \| Common Stock
Anti-dilutive securities
Anti-dilutive securities	8,625	8,625	8,625	7,852

Reverse Recapitalization (Details) $ in Thousands		3 Months Ended		6 Months Ended
Reverse Recapitalization (Details) $ in Thousands	Feb. 11, 2022 USD ($) shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 shares	Dec. 31, 2022 shares
Reverse Capitalization
Issuance of Class A shares upon conversion of Class V shares (in shares)		648,297		2,805,349	0
Issuance of common stock \| $		$ 32	$ 5,000
Additional Paid-in Capital
Reverse Capitalization
Issuance of common stock \| $		$ 32	$ 5,000
Class A Common Stock
Reverse Capitalization
Common stock shares issued						62,716,000
Common stock shares outstanding		67,887,000		67,887,000		62,716,000
Class V Common Stock
Reverse Capitalization
Common stock shares issued		58,555,000		58,555,000		61,360,000
Common stock shares outstanding		58,555,000		58,555,000		61,360,000
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%	49.80%		49.80%
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	37.2275		37.2275
Gross proceeds \| $	$ 88,000
Conversion of units into common stock in connection with the reverse recapitalization (in shares)	8,800,000

Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Significant Accounting Policies

Significant Accounting Policies

(2) Significant Accounting Policies

(a) Basis of Presentation

These unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company’s 2022 Form 10-K.

These unaudited consolidated financial statements and the accompanying notes (collectively, the “Consolidated Financial Statements”) have been prepared on the same basis as the audited annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2023 and the results of operations for the three and six months ended June 30, 2022 and 2023. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period.

The historical equity of Inspirato LLC was previously 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 unit 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 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.

All amounts presented in these Consolidated Financial Statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.

Refer to Note 2, Significant Accounting Policies to the consolidated financial statements in the Company’s Form 10-K for a summary and discussion of the Company’s significant accounting policies, except as updated below.

(b) Principles of Consolidation

For the periods after February 11, 2022, the Consolidated Financial Statements comprise the accounts of the Company, 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 and as such, Inspirato LLC was evaluated under the voting interest model. As Inspirato Incorporated has the right to appoint a majority of the managers of Inspirato LLC, Inspirato Incorporated controls Inspirato LLC, and therefore, the financial results of Inspirato LLC and its subsidiaries, after the Closing on February 11, 2022, are consolidated with and into Inspirato Incorporated’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated.

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

The preparation of the 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, incremental borrowing rates as they relate to leases, contingencies, allowance accounts, lease revenue forecasts as it relates to impairment, and fair value measurements related to stock-based compensation.

(d) Goodwill

The Company performs its annual impairment review of goodwill at December 1 and when a triggering event occurs between annual impairment tests. At June 30, 2023, management determined that a triggering event occurred in relation to the impairment of asset groups related to the Company’s operating leases. The Company performed a qualitative assessment and determined based on that assessment that it is not more likely than not that the fair value of the Company’s reporting unit is less than its carrying value. As such, no goodwill impairment was identified as a result of this interim test and a quantitative impairment test is not required.

(e) Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Consolidated Statements of Cash Flows for the six months ended June 30, 2022, to separately identify amortization of Right of Use Assets and change in Lease Liability. This change in classification does not affect previously reported cash flows from operating activities in the Consolidated Statements of Cash Flows.

(f) Recently Adopted Accounting Pronouncements

On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including accounts receivable.

The Company adopted Accounting Standards Codification (“ASC”) 326 using the modified retrospective method for all financial assets measured at amortized cost. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $0.2 million as of January 1, 2023 for the cumulative effect of adopting ASC 326.

Equity of Inspirato LLC

6 Months Ended

Jun. 30, 2023

Equity and Temporary Equity Disclosure [Abstract]

Equity of Inspirato LLC

(14) Equity of Inspirato LLC

For periods prior to the Business Combination, Inspirato LLC had equity-based compensation described in Note 15. 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.

Significant Accounting Policies - Narrative (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 11, 2022
Goodwill, Impairment Loss	$ 0	$ 0
Retained earnings	$ (260,343)	$ (260,343)	$ (233,931)
ASU 2016-13
Retained earnings			$ (200)
Class A Common Stock \| Reverse Capitalization
Exchange ratio of outstanding units to stock	37.2275	37.2275		37.2275

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

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 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 the Company’s prior public statements about its 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 the Company’s consolidated financial statements as of and for the quarterly periods ended March 31, 2022 and June 30, 2022.

Reimbursement and Security Agreement

Inspirato LLC is a party to a financial guarantee bond agreement dated September 2019 for a surety bond of $20 million and a related general corporate indemnification. The financial guarantee bond agreement remains in effect and its term is continuous to align with the term of the agreement it supports.

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

(19) Subsequent Events

Capital One Ventures Strategic Partnership and Investment

On August 7, 2023, the Company entered into an investment agreement (the “Investment Agreement”) with Oakstone Ventures, Inc. (the “Purchaser”), an affiliate of Capital One Financial Corporation (“Capital One”), relating to the issuance and sale to the Purchaser of an 8% Senior Secured Convertible Note due 2028 having an aggregate principal amount of $25 million (the “Note”). The closing of the transactions contemplated by the Investment Agreement is subject to certain closing conditions as described below. The Note will be convertible at an initial conversion price of $1.50 per share, subject to customary anti-dilution adjustments upon certain events, including any dividend of Company securities or other property, stock split, stock combination (including any stock combination occurring prior to the closing of the transactions contemplated by the Investment Agreement), reclassification, consolidation, merger or a sale of all or substantially all of the Company’s assets, with interest payments payable in cash or by increasing the outstanding principal amount of the Note (pay-in-kind interest) at the Company’s election. The Note will be a senior secured obligation of the Company and its guarantor subsidiaries. The Company and its guarantor subsidiaries will grant a first priority security interest in substantially all of their assets as security for the Company’s obligations under the Note. The issuance and sale of the Note is conditioned upon customary closing conditions. The issuance and sale of the Note is also conditioned upon the Company and an affiliate of Capital One entering into a commercial agreement and the receipt of specified stockholder approvals and the effectiveness of certain amendments to the Company’s certificate of incorporation.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Cost of revenue, depreciation	$ 804	$ 495	$ 1,731	$ 870
General and administrative, equity-based compensation	$ 3,731	$ 2,431	$ 4,388	$ 2,833

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Related Party Transactions

(18) Related Party Transactions

As part of the Portico acquisition in 2013, Inspirato LLC entered into certain ancillary and commercial arrangements with Exclusive Resorts, primarily involving the continuation of services to Portico members until such memberships terminate. At December 31, 2022 and June 30, 2023, balances due from related parties for these arrangements totaled $0.7 million and $0.3 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 paid Exclusive Resorts to use and operate certain Exclusive Resorts homes for Inspirato subscribers’ usage. For the three and six months ended June 30, 2022 Inspirato recognized $0.6 million and $1.3 million, respectively, in related party expense related to these agreements. For the three and six months ended June 30, 2023, Inspirato recognized $0.1 million and $0.6 million, respectively, in related party expense related to these agreements. As of June 30, 2023 all property usage agreements had terminated. At December 31, 2022 and June 30, 2023, 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 three months ended June 30, 2022 and 2023 totaled $15 thousand in each period. Total payments made under these lease agreements for the six months ended June 30, 2022 and 2023 totaled $29 thousand in each period.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 03, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-39791
Entity Registrant Name	INSPIRATO INCORPORATED
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2426959
Entity Address State Or Province	CO
Entity Address, Address Line One	1544 Wazee Street
Entity Address, City or Town	Denver
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	586-7771
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	ISPO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001820566
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
Entity Common Stock, Shares Outstanding		68,141,929
Class V Common Stock
Entity Common Stock, Shares Outstanding		58,483,781
Warrant [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	ISPOW
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		8,624,792

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock shares authorized	1,000,000,000	1,000,000,000
Common stock shares issued		62,716,000
Common stock shares outstanding	67,887,000	62,716,000
Class V Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	58,555,000	61,360,000
Common stock shares outstanding	58,555,000	61,360,000

Noncontrolling Interest (Tables)

6 Months Ended

Jun. 30, 2023

Noncontrolling Interest [Abstract]

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

The following tables summarize the changes in ownership of Inspirato LLC excluding unvested profits interests.

For the period from February 11, 2022 through June 30, 2022:


	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
Vesting of profits interests	—	567	(567)	—
End of period	46,832	67,512	2,269	116,613

For the period from January 1, 2023 through June 30, 2023:


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

	(in thousands)
Beginning of period	55,253	59,653	1,707	116,613
Conversion of Class V to Class A	2,805	(2,805)	—	—
Vesting of profits interests	—	437	(437)	—
End of period	58,058	57,285	1,270	116,613

Commitments and Contingencies (Details) $ in Thousands	Jun. 30, 2023 USD ($) lease
Commitments and contingencies
Surety bond amount	$ 20,000
Future payments	$ 344,479
Leases not yet commenced
Commitments and contingencies
Number of leases \| lease	39
Future payments	$ 54,000

Equity Based Compensation - 2021 Plan (Details) - Equity Incentive Plan 2021 [Member] $ in Millions	6 Months Ended
	Jun. 30, 2023 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%
Unrecognized cost, nonoptions \| $	$ 33
Period expense remaining to be recognized	2 years 10 months 24 days
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

Net loss attributable to Inspirato Incorporated per Class A share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net loss attributable to Inspirato Incorporated per Class A share

(10) Net loss attributable to Inspirato Incorporated per Class A share

The following table sets forth the computation of basic and diluted net loss per common unit and Class A share. 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.

Basic loss per share is based on the weighted average number of Class A shares outstanding during the period. Diluted loss per share is based on the weighted average number of Class A shares 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.

In addition, “Net loss attributable to Inspirato Incorporated Class A shares” 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.

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. Share amounts below are presented in thousands.


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Net loss attributable to Inspirato Incorporated	$	(2,067)	$	(23,420)	$	(14,369)	$	(26,316)
Weighted average Class A Shares outstanding
Basic and diluted		52,400		67,341		47,384		65,975
Net loss attributable to Inspirato Incorporated per Class A share
Basic and diluted	$	(0.04)	$	(0.35)	$	(0.30)	$	(0.40)

The following securities were anti-dilutive:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2023		2022		2023
Restricted stock units		5,518		18,856		2,774		17,136
Stock options		7,625		4,731		7,690		4,971
Preferred warrants		—		—		118		—
Common stock warrants		8,625		8,625		7,852		8,625
Anti-dilutive securities		21,768		32,212		18,434		30,732