0001558370-23-018546 | 10-Q | XBRL Viewer

Reverse Recapitalization	9 Months Ended
Sep. 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 in 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. In connection with the Closing, the Company raised $90 million of gross proceeds including $88 million from the issuance of 440 thousand 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 nine months ended September 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. The total net cash proceeds to the Company as a result of the Business Combination was $66 million.

Reverse Recapitalization

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

(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 in 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.

In connection with the Closing, the Company raised $90 million of gross proceeds including $88 million from the issuance of 440 thousand 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 nine months ended September 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. The total net cash proceeds to the Company as a result of the Business Combination was $66 million.

Equity of Inspirato LLC (Details)	Sep. 30, 2023 $ / shares shares	Sep. 26, 2023 $ / shares shares	Sep. 25, 2023 shares	Dec. 31, 2022 $ / shares shares	Feb. 11, 2022
Class A Common Stock
Members' equity and temporary equity
Common stock shares authorized	50,000,000	50,000,000	1,000,000,000	50,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock shares outstanding	3,397,000			3,136,000
Class V Common Stock
Members' equity and temporary equity
Common stock shares authorized	25,000,000	25,000,000	500,000,000	25,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock shares outstanding	2,924,000			3,068,000
Reverse Capitalization \| Class A Common Stock
Members' equity and temporary equity
Exchange ratio of outstanding units to stock					37.2275

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounts Payable and Accrued Liabilities
Accrued liabilities	$ 14,482	$ 21,356
Compensation accruals	4,254	5,475
Accounts payable	591	2,024
Accounts payable and accrued liabilities	$ 25,775	$ 36,086

Employee Benefit Plan (Tables)

9 Months Ended

Sep. 30, 2023

Defined Contribution Plan [Abstract]

Schedule of Employer Contributions


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Employer match 401(k) contributions	$	257	$	182	$	1,154	$	1,076

Property and Equipment

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

(6) Property and Equipment

Property and equipment are as follows:


	Useful life	December 31,		September 30,
	(years)	2022		2023
Residence leasehold improvements	3	$	15,302	$	21,985
Internal-use software	3		13,559		15,871
Corporate office leasehold improvements	3		5,156		5,156
Computer equipment	3		1,436		1,115
Furniture, fixtures, and equipment	5		1,208		1,214
Residence vehicles	5		806		689
Total cost			37,467		46,030
Accumulated depreciation and amortization			(19,169)		(26,337)
Property & equipment, net		$	18,298	$	19,693

Commitments and Contingencies (Details) $ in Millions	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Surety bond amount	$ 20

Significant Accounting Policies

9 Months Ended

Sep. 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 generally accepted accounting principles 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 and the accompanying notes (collectively, the “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 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 September 30, 2023 and the results of operations for the three and nine months ended September 30, 2022 and 2023. The results of operations for the three and nine months ended September 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.

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 Annual Report on Form 10-K, filed with the SEC on March 15, 2023, 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 the 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 lease revenue forecasts as they relate to right-of-use asset impairments, incremental borrowing rates as they relate to leases, valuation and estimated usage related to our member loyalty program, valuation and estimated economic lives of capitalized software and long-lived assets, contingencies, allowance accounts, 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 September 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) Revenue

Deferred Revenue

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

Loyalty Program

In August of 2023, the Company implemented a member loyalty program (“Rewards”). Rewards members accumulate rewards based on their activity with us. Members who earn one of the three Rewards statuses may enjoy, depending on their status, among other benefits, extra savings on Inspirato Club (“Club”) bookings, early access to new property releases, new Experiences, and year-end festive dates, and complimentary nights, which provide them with a material right to free or discounted goods or services in the future upon accumulation of the required Rewards status.

When members spend with Inspirato, the Company will defer a portion of the members’ total spend to Rewards, representing the value of the program’s separate performance obligation. The Company determines the standalone selling price of these performance obligations related to Rewards based on the aggregate estimated value of usage of individual benefits within the program in relation to total member spend. The Company’s estimates of usage and value of the program is updated on a regular basis to incorporate recent customer trends and projections. Revenues related to Rewards are recognized over time based upon historical travel patterns and members’ average life, which includes an estimate of Rewards benefits that will expire or will not be used during the benefit period of the Rewards material rights (up to 30 months). When Rewards revenue is recognized, deferred revenue related to Rewards is reduced, and the related revenue is recognized in the consolidated statement of operations.

(f) 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.

(g) Recently Adopted Accounting Pronouncements

ASU 2016-13

On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), 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 ASU 2016-13 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 ASU 2016-13 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net increase to accumulated deficit of $0.2 million as of January 1, 2023 for the cumulative effect of adopting ASU 2016-13.

ASU 2020-06

In August of 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment.

For smaller reporting companies, as defined by the SEC, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. In connection with the issuance of the Note (see Note 9), the Company adopted ASU 2020-06 and elected to follow the fair value option under the modified retrospective approach with no impact on the Company’s Consolidated Financial Statements. There was no other impact of the adoption for the Company.

Nature of Business (Details)	Sep. 26, 2023 $ / shares shares	Sep. 30, 2023 $ / shares shares	Sep. 25, 2023 shares	Dec. 31, 2022 $ / shares shares
Fractional shares	0
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000	100,000,000
Class A Common Stock
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Stock split conversion ratio	0.05
Common stock shares authorized	50,000,000	50,000,000	1,000,000,000	50,000,000
Class B Common Stock
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Stock split conversion ratio	0.05
Common stock shares authorized	5,000,000	5,000,000	100,000,000
Class V Common Stock
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Stock split conversion ratio	0.05
Common stock shares authorized	25,000,000	25,000,000	500,000,000	25,000,000

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (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	Class A Common Stock	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
Net loss and comprehensive 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)				2,342,000		3,489,000
Issuance of common stock upon exercise of warrants							$ 1					9,330										9,331
Issuance of common stock upon exercise of warrants (in shares)							254,000
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)							1,000
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							2,597,000		3,489,000
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
Net loss and comprehensive loss																						(36,491)
Conversion of Class V to Class A (in shares)																			226,000
Balance at end of period at Sep. 30, 2022							$ 6		$ 7			248,701			(231,294)			(81,204)				(63,784)
Balance at end of period (in shares) at Sep. 30, 2022							2,938,000		3,263,000
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							2,597,000		3,489,000
Increase (decrease) in members equity
Net loss and comprehensive 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)							25,000
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)							1,000
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							2,623,000		3,489,000
Increase (decrease) in members equity
Net loss and comprehensive loss															(3,105)			(4,147)				(7,252)
Equity based compensation												2,596										2,596
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes												1,306										1,306
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)							89,000
Issuance of Class A shares upon conversion of Class V shares							$ 1								(2,469)			2,469				1
Conversion of Class V to Class A (in shares)							226,000		(226,000)										226,000
Balance at end of period at Sep. 30, 2022							$ 6		$ 7			248,701			(231,294)			(81,204)				(63,784)
Balance at end of period (in shares) at Sep. 30, 2022							2,938,000		3,263,000
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						3,136,000		3,068,000
Increase (decrease) in members equity
Net loss and comprehensive 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)							91,000
Issuance of Class A shares upon conversion of Class V shares							$ 1					(1,481)						1,480
Conversion of Class V to Class A (in shares)							108,000		(108,000)
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							3,335,000		2,960,000
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						3,136,000		3,068,000
Increase (decrease) in members equity
Net loss and comprehensive loss																						$ (77,997)
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)																						0
Conversion of Class V to Class A (in shares)																			144,000
Balance at end of period at Sep. 30, 2023							$ 7		$ 6			252,876			(276,996)			(117,457)				$ (141,564)
Balance at end of period (in shares) at Sep. 30, 2023							3,454,000		2,924,000
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							3,335,000		2,960,000
Increase (decrease) in members equity
Net loss and comprehensive 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)							27,000
Issuance of Class A shares upon conversion of Class V shares												(683)						683
Conversion of Class V to Class A (in shares)							32,000		(32,000)
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							3,394,000		2,928,000
Increase (decrease) in members equity
Net loss and comprehensive loss															(16,653)			(8,769)				(25,422)
Equity based compensation												6,686										6,686
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes												83										83
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)							56,000
Issuance of Class A shares upon conversion of Class V shares												(2,239)						2,239
Conversion of Class V to Class A (in shares)							4,000		(4,000)										4,000
Balance at end of period at Sep. 30, 2023							$ 7		$ 6			$ 252,876			$ (276,996)			$ (117,457)				$ (141,564)
Balance at end of period (in shares) at Sep. 30, 2023							3,454,000		2,924,000

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related party transactions
Revenue	$ 82,598	$ 93,132	$ 258,390	$ 258,903
Related Party [Member]
Related party transactions
Accounts receivable, net - related parties	848		848		$ 663
Revenue	100
Exclusive Resorts \| Related Party [Member]
Related party transactions
Payments to related party	0	500	600	2,000
Related party lease agreements [Member] \| Related Party [Member]
Related party transactions
Payments to related party	$ 15	$ 11	$ 44	$ 40

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
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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
-Topic 280
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-Paragraph 22
-Subparagraph (a)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Subparagraph (a)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Leases - Additional information about lease obligations and supplemental cash flow information (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($) lease item	Sep. 30, 2023 USD ($) lease	Sep. 30, 2022 USD ($)	Dec. 31, 2022
Weighted-average remaining lease term (in years):
Operating leases	5 years 7 months 6 days	5 years 7 months 6 days		5 years 7 months 6 days
Weighted-average discount rate
Operating leases	7.92%	7.92%		5.13%
Cash paid for amounts included in the measurement of lease liabilities:
Leased assets obtained in exchange for new operating lease liabilities		$ 52,629	$ 324,450
Future payments	$ 336,539	336,539
Number of Leases Impaired \| item	38
Right-of-use asset impairments	$ 4,300	34,000
Property and equipment impairment	$ 0	$ 300
Leases not yet commenced
Cash paid for amounts included in the measurement of lease liabilities:
Number of leases \| lease	30	30
Future payments	$ 42,600	$ 42,600

Prepaid Expenses and Prepaid MemberTravel

9 Months Ended

Sep. 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,		September 30,
	2022		2023
Property operations	$	4,299	$	803
Software		3,601		1,822
Operating supplies		1,441		703
Insurance		1,581		2,647
Total	$	10,922	$	5,975

Prepaid Member Travel

Prepaid member travel of $19.9 million and $18.7 million at December 31, 2022 and September 30, 2023, respectively, includes deposits with third party vendors for future member travel.

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

(7) Income Taxes

At September 30, 2023, Inspirato Incorporated holds 54.0% of the economic interest in Inspirato LLC (see Note 3 and 17), 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 54.0% distributive share of the net taxable income of Inspirato LLC. Inspirato Incorporated is also subject to taxes in foreign jurisdictions.

The effective income tax rate was negative 2.9% and negative 1.6% for the three and nine months ended September 30, 2022, respectively, and negative 2.0% and negative 1.2% for the three and nine months ended September 30, 2023, respectively. The effective income tax rate for the three and nine months ended September 30, 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 nine months ended September 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 September 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.

At September 30, 2023, the Company has recorded amounts related to indirect taxes, uncertain tax positions and foreign income taxes, totaling $2.6 million, within other non-current liabilities on the consolidated balance sheets based on its current estimate of their realizability.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock shares authorized	5,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	3,454,000	3,136,000
Common stock shares outstanding	3,397,000	3,136,000
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock shares authorized	5,000,000
Common stock shares issued	0
Common stock shares outstanding	0
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	25,000,000	25,000,000
Common stock shares issued	2,928,000	3,068,000
Common stock shares outstanding	2,924,000	3,068,000

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment


	Useful life	December 31,		September 30,
	(years)	2022		2023
Residence leasehold improvements	3	$	15,302	$	21,985
Internal-use software	3		13,559		15,871
Corporate office leasehold improvements	3		5,156		5,156
Computer equipment	3		1,436		1,115
Furniture, fixtures, and equipment	5		1,208		1,214
Residence vehicles	5		806		689
Total cost			37,467		46,030
Accumulated depreciation and amortization			(19,169)		(26,337)
Property & equipment, net		$	18,298	$	19,693

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Summary of composition of operating lease expense


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Operating lease expense	$	22,240	$	20,232	$	60,035	$	65,390
Variable lease expense		218		187		1,411		689

Schedule of maturities of operating lease liabilities



Fiscal Year Ending	Operating leases
Remainder of 2023	$	22,207
2024		77,911
2025		62,566
2026		46,675
2027		34,366
2028 and thereafter		92,814
Total minimum lease payments		336,539
Less: interest expense		(67,589)
Present value of lease obligations		268,950
Less: current lease obligations		(64,858)
Long-term lease obligations	$	204,092

Summary of additional lease obligation and supplemental cash flow information



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

Weighted-average discount rate:
Operating leases	5.13	%	7.92	%

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss and comprehensive loss	$ (77,997)	$ (36,491)
Adjustments to reconcile net loss and comprehensive loss to net cash provided by (used in) operating activities:
Depreciation and amortization	7,047	3,555
Loss on disposal of fixed assets	589	214
Warrant fair value losses (gains)	(543)	3,026
Asset impairments	34,348
Equity-based compensation	11,074	5,429
Amortization of right-of-use assets	63,408	68,479
Changes in operating assets and liabilities:
Accounts receivable, net	1,667	(71)
Accounts receivable, net - related parties	(185)	160
Prepaid member travel	2,275	1,940
Prepaid expenses	1,581	(2,903)
Other assets	(110)	129
Accounts payable	(3,594)	(2,966)
Deferred revenue	(18,828)	(19,535)
Lease liability	(66,137)	(69,245)
Net cash used in operating activities	(45,405)	(48,279)
Cash flows from investing activities:
Development of internal-use software	(5,924)	(2,747)
Purchase of property and equipment	(4,807)	(7,118)
Net cash used in investing activities	(10,731)	(9,865)
Cash flows from financing activities:
Repayments of debt		(27,267)
Proceeds from debt	25,000	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 exercise and vesting of stock-based award exercises	(1,106)	(117)
Proceeds from option exercises	1,659	1,329
Distributions		(183)
Net cash provided by financing activities	25,553	58,933
Net increase (decrease) in cash, cash equivalents, and restricted cash	(30,583)	789
Cash, cash equivalents, and restricted cash - beginning of period	81,939	82,953
Cash, cash equivalents, and restricted cash - end of period	51,356	83,742
Supplemental cash flow information:
Cash paid for interest		288
Cash paid for income taxes	12
Significant noncash transactions:
Conversion of preferred stock in connection with reverse recapitalization		104,761
Operating lease right-of-use assets exchanged for lease obligations	$ 52,629	$ 324,450

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

(10) 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.

The Company utilizes Level 1 inputs in its valuation of its Public Warrants. The Company expects to utilize Level 3 inputs for the Note in future periods. The Company utilizes Level 3 inputs in performing its annual goodwill impairment test. 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.

- 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

Accounts Payable and Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Accounts Payable and Accrued Liabilities

Components of accounts payable and accrued liabilities


	December 31,		September 30,
	2022		2023
Trade creditors	$	21,356	$	14,482
Occupancy taxes payable		7,231		6,448
Compensation accruals		5,475		4,254
Income and other taxes payable		2,024		591
Accounts payable and accrued liabilities	$	36,086	$	25,775

Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Schedule of Stock Warrant Fair Value


	December 31,		September 30,
	2022		2023
Fair value of the Public Warrants	$	759	$	216

Schedule of Stock Warrant Fair Value Gains and Losses


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Warrant fair value (gains) losses	$	(3,518)	$	(267)	$	3,026	$	(543)

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 02, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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	Q3
Amendment Flag	false
Class A Common Stock
Entity Common Stock, Shares Outstanding		3,492,810
Class V Common Stock
Entity Common Stock, Shares Outstanding		2,906,959
Class B Non-Voting Common Stock
Entity Common Stock, Shares Outstanding		0
Preferred Stock
Entity Common Stock, Shares Outstanding		0
Warrants
Title of 12(b) Security	Warrants, each whole warrant exercisable for 0.05 shares of Class A Common Stock at an exercise price of $230.00 per share
Trading Symbol	ISPOW
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		8,624,792

Noncontrolling Interest

9 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]

Noncontrolling Interest

(17) 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 September 30, 2022, 58.3% of the consolidated net loss of Inspirato LLC has been allocated to the noncontrolling interests of Inspirato LLC. During the three and nine months ended September 30, 2022, the Company issued 226 thousand shares of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock. During the three and nine months ended September 30, 2023, the Company issued 4 thousand and 144 thousand 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 September 30, 2022:


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

	(in thousands)
Recapitalization	2,342	3,347	142	5,831
Conversion of Class V to Class A	226	(226)	—	—
Vesting of profits interests	—	46	(46)	—
End of period	2,568	3,167	96	5,831

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


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

	(in thousands)
Beginning of period	2,763	2,983	85	5,831
Conversion of Class V to Class A	144	(144)	—	—
Vesting of profits interests	—	79	(79)	—
Issuance of New Common Units to Inspirato Incorporated	547	—	—	547
End of period	3,454	2,918	6	6,378

Supplemental Financial Information (Tables)

9 Months Ended

Sep. 30, 2023

Supplemental Financial Information

Schedule of Supplemental and Non-cash Investing and Financing Activities


	Nine months ended September 30,
	2022		2023
Supplemental cash flow information:
Cash paid for interest	$	288	$	—
Cash paid for income taxes		—		12
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		211		1,009
Operating lease right-of-use assets exchanged for lease obligations		324,450		52,629
Conversion of deferred rent and prepaid rent to right-of-use assets		6,831		—

Supplemental Financial Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Supplemental cash flow information:
Cash paid for interest		$ 288
Cash paid for income taxes	$ 12
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	1,009	211
Operating lease right-of-use assets exchanged for lease obligations	$ 52,629	324,450
Conversion of deferred rent and prepaid rent to right-of-use assets		$ 6,831

Net loss attributable to Inspirato Incorporated per Class A share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net loss attributable to Inspirato Incorporated per Class A share

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

The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Class V Common Stock does not have economic rights in Inspirato Incorporated, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share is computed using the two-class method. No shares of Class B Non-Voting Common Stock were issued as of September 30, 2023.

Basic loss per share is based on the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the weighted average number of shares of Class A Common Stock used for the basic earnings per share calculation, adjusted for the dilutive effect of restricted stock units, nonqualified stock options, Public 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 Public Warrants are dilutive.

The Company’s Class V Common Stock is neither dilutive nor anti-dilutive for the periods presented as its 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 September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Net loss attributable to Inspirato Incorporated	$	(3,105)	$	(16,653)	$	(17,474)	$	(42,969)
Weighted average Class A Shares outstanding
Basic and diluted		2,760		3,419		2,501		3,339
Net loss attributable to Inspirato Incorporated per Class A share
Basic and diluted	$	(1.13)	$	(4.87)	$	(6.99)	$	(12.87)

For the Note, the conversion spread of 833 thousand shares, calculated by dividing the face value of the Note by the conversion price, will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s Class A Common Stock for a given period exceeds the conversion price. Because the average market price of the Class A Common Stock is below the conversion price for the Note for all periods presented and net loss attributable to Inspirato Incorporated was recorded for all periods presented, the Note is anti-dilutive.

The following securities were anti-dilutive:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Restricted stock units		268		866		184		860
Stock options		337		222		362		239
Warrants		431		431		484		431
Convertible note (Note 9)		—		833		—		833
Anti-dilutive securities		1,036		2,352		1,030		2,363

Equity Based Compensation - 2021 Plan (Details) - Equity Incentive Plan 2021 [Member] shares in Thousands, $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	795
Number of additional shares authorized	373
Maximum automatic annual increase (in shares)	995
Maximum automatic annual increase in shares, as a percentage of shares outstanding	5.00%
Unrecognized cost, nonoptions \| $	$ 23.9
Period expense remaining to be recognized	2 years 7 months 6 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

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(13) 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 three months 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.

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

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of basic and diluted earnings per share


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Net loss attributable to Inspirato Incorporated	$	(3,105)	$	(16,653)	$	(17,474)	$	(42,969)
Weighted average Class A Shares outstanding
Basic and diluted		2,760		3,419		2,501		3,339
Net loss attributable to Inspirato Incorporated per Class A share
Basic and diluted	$	(1.13)	$	(4.87)	$	(6.99)	$	(12.87)

Schedule of anti-dilutive securities


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Restricted stock units		268		866		184		860
Stock options		337		222		362		239
Warrants		431		431		484		431
Convertible note (Note 9)		—		833		—		833
Anti-dilutive securities		1,036		2,352		1,030		2,363

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Related Party Transactions

(19) Related Party Transactions

As part of the Portico acquisition in 2013, Inspirato LLC entered into certain ancillary and commercial arrangements with Exclusive Resorts, primarily involving the continuation of services to Portico members until such memberships terminate. At December 31, 2022 and September 30, 2023, balances due from related parties for these arrangements totaled $0.7 million and $0.8 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.

In July of 2023, Inspirato LLC entered into a temporary use agreement with Exclusive Resorts for certain of our properties for which the Company recognized $0.1 million in revenue during the three months ended September 30, 2023. This agreement was terminated as of September 30, 2023. Inspirato LLC was also party to certain property usage agreements with Exclusive Resorts, pursuant to which Inspirato LLC paid Exclusive Resorts to use and operate certain Exclusive Resorts homes for Inspirato subscribers’ usage. For the three and nine months ended September 30, 2022, Inspirato recognized $0.5 million and $2.0 million, respectively, in related party expense related to these agreements. For the three and nine months ended September 30, 2023, Inspirato recognized $0.0 million and $0.6 million, respectively, in related party expense related to these agreements. As of September 30, 2023, all property usage agreements had terminated. At December 31, 2022 and September 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 and board members whereby Inspirato LLC pays those executives and board members 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 September 30, 2022 and 2023 totaled $11 thousand and $15 thousand, respectively. Total payments made under lease agreements from Company executives and board members for the nine months ended September 30, 2022 and 2023 totaled $40 thousand and $44 thousand, respectively.

- 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
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 5
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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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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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Supplemental Financial Information

9 Months Ended

Sep. 30, 2023

Supplemental Financial Information

Supplemental Financial Information

(20) Supplemental Financial Information

Supplemental and Non-cash Investing and Financing Activities

The following table presents the year-to-date supplemental and non-cash investing and financing activities:


	Nine months ended September 30,
	2022		2023
Supplemental cash flow information:
Cash paid for interest	$	288	$	—
Cash paid for income taxes		—		12
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		211		1,009
Operating lease right-of-use assets exchanged for lease obligations		324,450		52,629
Conversion of deferred rent and prepaid rent to right-of-use assets		6,831		—

Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt

(9) Debt

Convertible Note

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 Services, LLC (“Capital One”), relating to the sale and issuance to the Purchaser of an 8% Senior Secured Convertible Note due 2028 in a principal amount of $25.0 million (the “Note”).

On September 29, 2023, the Company issued the Note pursuant to the Investment Agreement. The total net proceeds from this offering were $23.0 million, after deducting $2.0 million of debt issuance costs.

The Note is an unsubordinated secured obligation of the Company. The Note is secured by a first priority security interest in substantially all of Inspirato Incorporated’s and its domestic subsidiaries’ assets. The Note is fully and unconditionally guaranteed by certain existing and future domestic subsidiaries of the Company. The Note bears interest at a fixed rate of 8% per annum. Interest on the Note is payable quarterly on the last business day of each calendar quarter following the issuance of the Note and is payable at the election of the Company in cash or in kind by increasing the outstanding principal amount of the Note by the amount of interest payable on such interest payment date. The Note will mature on September 29, 2028, subject to earlier conversion, redemption or repurchase.

The Note is convertible at the option of the holder into shares of Class A Common Stock. However, to the extent that the conversion of the Note would result in any holder subject to certain regulations under the Bank Holding Company Act of 1956 (the “BHC Act”) owning or controlling greater than 4.99% of the voting power of any “class” of “voting securities” of the Company for purposes of the BHC Act (the “Voting Threshold”), then the Note would first convert into Class A Common Stock up to the Voting Threshold, and the excess would convert into shares of the Company’s Class B Non-Voting Common Stock, which are generally identical to the Class A Common Stock except that the Class B Non-Voting Common Stock is not entitled to vote on any matters submitted to the Company’s stockholders other than certain enumerated actions or as otherwise required by law. To the extent that the conversion of the Note would result in any holder subject to certain regulations under the BHC Act owning or controlling greater than 24.99% of the sum of the number of issued and outstanding shares of Class A Common Stock and Class B Non-Voting Common Stock (the “Ownership Threshold”), then the Note would convert into the maximum number of Class A Common Stock and Class B Non-Voting Common Stock allowable by the Voting Threshold and the Ownership Threshold, and the excess would remain outstanding and become convertible only when conversion would not cause the holder to exceed the Voting Threshold and Ownership Threshold.

The conversion price applicable to the Note is initially $30 per share, subject to customary adjustments upon certain extraordinary events, including any dividend of Company securities or other property, stock split, stock combination, reclassification, consolidation, merger or a sale of all or substantially all of the Company’s assets.

On or after the three-year anniversary of the Closing, the Note will be redeemable (subject to certain terms and conditions) by the Company in whole (but not in part) at a redemption price equal to the fair market value of the Class A Common Stock issuable upon conversion of the then-outstanding principal amount of the Note.

Upon a change of control of the Company, the termination of the commercial agreement between Inspirato LLC and an affiliate of the Purchaser executed pursuant to the Investment Agreement (“Commercial Agreement”) by the Company or the termination of the Commercial Agreement by Capital One due to the Company’s material breach, the Purchaser may require the Company to repurchase all or any part of its Note at a cash price equal to the greater of (i) 1.5 times the then-outstanding principal amount and accrued and unpaid interest thereon or (ii) the then-fair market value of the shares issuable upon conversion of the portion of the Note to be repurchased.

The Note and the documents governing the security interest granted to secure the Note include customary affirmative and negative covenants. The affirmative covenants include, among other things, payment of principal and interest when due, delivery of compliance certificates and notices, maintenance of existence and guarantee obligations. The negative covenants include, among other things, limitations on mergers, consolidations, acquisitions, the incurrence of liens (subject to certain exceptions) and the sale, lease or transfer of all or substantially all of the Company’s assets.

The Company has elected to carry the Note at fair value, with changes in its value recognized as fair value gains or losses on the consolidated statement of operations. There were no fair value adjustments for the three months ended September 30, 2023. Debt issuance costs were immediately recorded in interest, net on the consolidated statement of operations.

Loan Facility

In October of 2020, the Company obtained a revolving line of credit (the “Revolver”) that was scheduled to mature October of 2023 and was terminated in March of 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 the three and nine months ended September 30, 2022 totaled $3 thousand and $0.3 million, respectively. There was no interest expense related to the Revolver for the nine months ended September 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
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: 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 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

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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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Nature of Business

9 Months Ended

Sep. 30, 2023

Nature of Business

Nature of Business

(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.

Net loss attributable to Inspirato Incorporated per Class A share - Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator
Net loss attributable to Inspirato Incorporated	$ (16,653)	$ (3,105)	$ (42,969)	$ (17,474)
Denominator
Basic weighted average Class A shares outstanding (in shares)	3,419	2,760	3,339	2,501
Diluted weighted average Class A shares outstanding (in shares)	3,419	2,760	3,339	2,501
Basic net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (4.87)	$ (1.13)	$ (12.87)	$ (6.99)
Diluted net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (4.87)	$ (1.13)	$ (12.87)	$ (6.99)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Current Liabilities [Member]
Liabilities:
Deferred revenue, current and noncurrent	$ 153,030	$ 167,733
Other Noncurrent Liabilities [Member]
Liabilities:
Deferred revenue, current and noncurrent	19,275	18,321
Accounts receivable, net
Assets:
Assets related to contracts with customers	1,269	$ 3,140
Other current assets
Assets:
Assets related to contracts with customers	824
Other noncurrent assets
Assets:
Assets related to contracts with customers	$ 796

Significant Accounting Policies - Narrative (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($) item	Sep. 30, 2023 USD ($) item	Dec. 31, 2022 USD ($)	Feb. 11, 2022
Goodwill, Impairment Loss	$ 0	$ 0
Retained earnings	$ (276,996)	$ (276,996)	$ (233,931)
Minimum
Number of rewards \| item	1	1
Maximum
Number of rewards \| item	3	3
Travel Pattern Recognition Term		30 months
ASU 2016-13
Retained earnings			$ (200)
Class A Common Stock \| Reverse Capitalization
Exchange ratio of outstanding units to stock				37.2275

Debt - Convertible Debt (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Sep. 29, 2023	Aug. 07, 2023	Sep. 30, 2023
Debt Instrument [Line Items]
Fair value adjustments			$ 0.0
Oakstone Ventures, Inc. \| Senior Secured Convertible Note due 2028
Debt Instrument [Line Items]
Strategic investment amount		$ 25.0
Interest rate	8.00%	8.00%
Net proceeds from offering	$ 23.0
Debt Issuance Costs	$ 2.0
Threshold ownership percentage of debt instrument	24.99%
Conversion price per share	$ 30
Redemption term	3 years
Redemption price (in percent)	1.50%
Oakstone Ventures, Inc. \| Senior Secured Convertible Note due 2028 \| Class B Non-Voting Common Stock
Debt Instrument [Line Items]
Threshold voting percentage of debt instrument	4.99%

Debt - Loan Facility (Details) - Loan Facility - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Oct. 31, 2020
Debt
Maximum borrowing capacity					$ 14,000
Interest rate at end of period				8.50%
Interest expense	$ 3	$ 0	$ 300

- 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

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 49,694	$ 80,278
Restricted cash	1,662	1,661
Prepaid member travel	18,704	19,915
Prepaid expenses	5,975	10,922
Other current assets	1,776	302
Total current assets	79,928	116,881
Property & equipment, net	19,693	18,298
Goodwill	21,233	21,233
Right-of-use assets	226,897	271,702
Other noncurrent assets	5,578	2,253
Total assets	353,329	430,367
Current liabilities
Accounts payable and accrued liabilities (Note 8)	25,775	36,086
Deferred revenue (Note 4)	153,030	167,733
Lease liabilities	64,858	74,299
Total current liabilities	243,663	278,118
Deferred revenue, noncurrent (Note 4)	19,275	18,321
Lease liabilities, noncurrent	204,092	208,159
Convertible note (Note 9)	25,000
Warrants	216	759
Other noncurrent liabilities	2,647
Total liabilities	494,893	505,357
Commitments and contingencies (Note 13)
Equity (Deficit)
Preferred stock, par value $0.0001 per share, 5,000 shares authorized, no shares issued or outstanding as of September 30, 2023
Additional paid-in capital	252,876	245,652
Accumulated deficit	(276,996)	(233,931)
Total equity (deficit) excluding noncontrolling interest	(24,107)	11,733
Noncontrolling interests (Note 17)	(117,457)	(86,723)
Total deficit	(141,564)	(74,990)
Total liabilities and deficit	353,329	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	848	663
Nonrelated Party [Member]
Current assets
Accounts receivable, net	$ 1,269	$ 3,140

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenues
Revenue	$ 82,598	$ 93,132	$ 258,390	$ 258,903
Deferred Revenue	172,300		172,300		$ 186,100
Deferred Revenue, Revenue Recognized			$ 138,400
Term of contract with customer liability			2 years
Maximum
Revenues
Travel pattern recognition term			30 months
Travel
Revenues
Revenue	49,065	54,508	$ 152,224	152,417
Subscription
Revenues
Revenue	33,344	38,587	105,893	106,315
Rewards
Revenues
Revenue	$ 189		189
Other
Revenues
Revenue		$ 37	$ 84	$ 171

Equity of Inspirato LLC

9 Months Ended

Sep. 30, 2023

Equity and Temporary Equity Disclosure [Abstract]

Equity of Inspirato LLC

(15) Equity of Inspirato LLC

For periods prior to the Business Combination, Inspirato LLC had equity-based compensation described in Note 16. 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.

Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares shares in Thousands	8 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Dec. 31, 2022	Feb. 10, 2022
Inspirato LLC
Noncontrolling Interest
End of period (in shares)	5,831			5,831
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Recapitalization			2,763
Conversion of Class V to Class A (in shares)	226	144
End of period (in shares)	2,568	3,454		2,342
Inspirato LLC
Noncontrolling Interest
Recapitalization			5,831
End of period (in shares)		6,378
Continuing Inspirato Members \| Inspirato LLC
Noncontrolling Interest
Recapitalization			2,983
Vesting of Profits Interests	46	79
Conversion of Class V to Class A (in shares)	(226)	(144)
End of period (in shares)	3,167	2,918		3,347
Unvested Continuing Inspirato Members [Member] \| Inspirato LLC
Noncontrolling Interest
Recapitalization			85
Vesting of Profits Interests	(46)	(79)
End of period (in shares)	96	6		142

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Cost of revenue, depreciation	$ 2,323	$ 520	$ 4,054	$ 1,390
General and administrative, equity-based compensation	$ 6,686	$ 2,596	$ 11,074	$ 5,429

Warrants

9 Months Ended

Sep. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants

(14) Warrants

Public Warrants

The Company is party to issued and outstanding Public Warrants to purchase its Class A Common Stock at a price of $230 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 September 30, 2023, there were 8.6 million Public Warrants outstanding. Each of the Public Warrants is exercisable for 0.05 shares 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 Public Warrants do not meet the criteria for classification within equity. The Public Warrants are subject to remeasurement at each balance sheet date. The following table presents the fair value of the Public Warrants:


	December 31,		September 30,
	2022		2023
Fair value of the Public Warrants	$	759	$	216

The following table summarizes the fair value (gains) losses on the Public Warrants:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Warrant fair value (gains) losses	$	(3,518)	$	(267)	$	3,026	$	(543)

Saks Warrants

In March of 2023, the Company and Saks.com LLC (“Saks”) entered into a Commercial Referral and Marketing Agreement (the "Saks Commercial Agreement") and a Warrant Agreement pursuant to which Saks may acquire up to 900 thousand 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 Saks Commercial Agreement. The exercise price with respect to the Saks Warrant Shares is $40.00 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 Saks Commercial Agreement or 90 days after the final vesting of the Saks Warrant Shares. Through September 30, 2023, there was not significant purchase activity facilitated through the Saks Commercial Agreement.

Noncontrolling Interest (Details) - shares shares in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Class A Common Stock
Noncontrolling Interest
Conversion of Class V to Class A (in shares)	4	226		144	226
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Conversion of Class V to Class A (in shares)			226	144
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Non controlling interest percentage						58.30%

Net loss attributable to Inspirato Incorporated per Class A share (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2023 shares
Class B Non-Voting Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares issued	0
Convertible note
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	833

Equity Based Compensation

9 Months Ended

Sep. 30, 2023

Share-based Payment Arrangement [Abstract]

Equity Based Compensation

(16) 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.

The following tables summarize additional information about our Unit Option Plan:


	Recognition Period	September 30,		September 30,
	(years)	2022		2023
Option expense remaining to be recognized	2	$	762	$	182


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023

	(shares in thousands)
Number of shares of Class A Common Stock subject to outstanding options at period end		297		212		297		212
Number of options exercised during the period		89		14		92		50

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. 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 December 31, 2022 and September 30, 2023, there were 465 thousand and 355 thousand, respectively, as-converted profits interests issued and outstanding and $46 thousand in profits interest expense remained to be recognized as of September 30, 2023 over the next 0.3 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) 795 thousand 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 373 thousand 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) 995 thousand 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’s respective agreement.

At September 30, 2023, there was $23.9 million of unrecognized compensation cost related to RSUs which is expected to be recognized over a weighted average of 2.6 years.

Prepaid Expenses and Prepaid Member Travel (Tables)

9 Months Ended

Sep. 30, 2023

Prepaid Expenses and Prepaid MemberTravel

Schedule of prepaid expenses


	December 31,		September 30,
	2022		2023
Property operations	$	4,299	$	803
Software		3,601		1,822
Operating supplies		1,441		703
Insurance		1,581		2,647
Total	$	10,922	$	5,975

Equity Based Compensation - Unit Option Plan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Other disclosures
Units issued under Plan			0
Options outstanding	212,000	297,000	212,000	297,000
Options exercised			0
Unit Option Plan
Other disclosures
Units issued under Plan	14,000	89,000	50,000	92,000
New equity awards available for issuance	0		0
Expense remaining to be recognized	$ 182		$ 182		$ 762
Period expense remaining to be recognized			2 years
Options exercised	14,000	89,000	50,000	92,000
Stock options
Equity Based Compensation
Award term			10 years
Stock options \| Minimum
Equity Based Compensation
Vesting period			3 years
Stock options \| Maximum
Equity Based Compensation
Vesting period			5 years

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Warrants
Fair value of warrants outstanding		$ 216		$ 216		$ 759
Warrant fair value (gains) losses		$ (267)	$ (3,518)	$ (543)	$ 3,026
Class A Common Stock
Warrants
Warrant exercise price (in dollars per share)		$ 230		$ 230
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		0.05		0.05
Fair value of warrants outstanding		$ 216		$ 216		$ 759
Warrant fair value (gains) losses		$ (267)	$ (3,518)	$ (543)	$ 3,026
Saks Warrant
Warrants
Number of shares of Common Stock acquired with warrants	900,000
Warrant exercise price (in dollars per share)	$ 40.00
Termination period of the commercial agreement	90 days

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

(12) 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 statement of operations.

The following table details the composition of operating lease expense:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Operating lease expense	$	22,240	$	20,232	$	60,035	$	65,390
Variable lease expense		218		187		1,411		689

As of September 30, 2023, the maturities of the Company’s operating lease liabilities were as follows:



Fiscal Year Ending	Operating leases
Remainder of 2023	$	22,207
2024		77,911
2025		62,566
2026		46,675
2027		34,366
2028 and thereafter		92,814
Total minimum lease payments		336,539
Less: interest expense		(67,589)
Present value of lease obligations		268,950
Less: current lease obligations		(64,858)
Long-term lease obligations	$	204,092

The following table presents additional information about our lease obligations:



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

Weighted-average discount rate:
Operating leases	5.13	%	7.92	%

As of September 30, 2023, the Company was party to 30 leases that had not yet commenced. Future payments under these leases were $42.6 million at September 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 nine months ended September 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-eight 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 and property and equipment impairments of $4.3 million and $0.0 million, respectively, for the three months ended September 30, 2023. The Company recorded right-of-use asset impairments and property and equipment impairments of $34.0 million and $0.3 million, respectively, for the nine months ended September 30, 2023. These impairments are recorded within asset impairments in the consolidated statement of operations.

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2023
Significant Accounting Policies
Basis of Presentation	(a) Basis of Presentation These unaudited consolidated financial statements are prepared in accordance with generally accepted accounting principles 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 and the accompanying notes (collectively, the “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 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 September 30, 2023 and the results of operations for the three and nine months ended September 30, 2022 and 2023. The results of operations for the three and nine months ended September 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. 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 Annual Report on Form 10-K, filed with the SEC on March 15, 2023, 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 the 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 lease revenue forecasts as they relate to right-of-use asset impairments, incremental borrowing rates as they relate to leases, valuation and estimated usage related to our member loyalty program, valuation and estimated economic lives of capitalized software and long-lived assets, contingencies, allowance accounts, and fair value measurements related to stock-based compensation.
Goodwill	(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 September 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.
Revenue	(e) Revenue Deferred Revenue The Company records any unrecognized portion of enrollment fees, prepaid subscription dues, and travel to be delivered as deferred revenue until applicable performance obligations are met. Loyalty Program
Reclassification of Prior Year Presentation	(f) 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.
Recently Adopted Accounting Pronouncements	(g) Recently Adopted Accounting Pronouncements ASU 2016-13 On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), 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 ASU 2016-13 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 ASU 2016-13 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net increase to accumulated deficit of $0.2 million as of January 1, 2023 for the cumulative effect of adopting ASU 2016-13. ASU 2020-06 In August of 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment. For smaller reporting companies, as defined by the SEC, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. In connection with the issuance of the Note (see Note 9), the Company adopted ASU 2020-06 and elected to follow the fair value option under the modified retrospective approach with no impact on the Company’s Consolidated Financial Statements. There was no other impact of the adoption for the Company.

Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment
Total cost	$ 46,030	$ 37,467
Accumulated depreciation and amortization	(26,337)	(19,169)
Property & equipment, net	$ 19,693	$ 18,298
Residence leasehold improvements
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 21,985	$ 15,302
Internal-use software
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 15,871	$ 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	$ 1,115	$ 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	$ 689	$ 806

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of revenues


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Travel	$	54,508	$	49,065	$	152,417	$	152,224
Subscription		38,587		33,344		106,315		105,893
Rewards		—		189		—		189
Other		37		—		171		84
Total	$	93,132	$	82,598	$	258,903	$	258,390

Schedule of assets and liabilities related to contracts with customers


	December 31,		September 30,
	2022		2023
Assets:
Accounts receivable, net	$	3,140	$	1,269
Other current assets		—		824
Other noncurrent assets		—		796

Liabilities:
Deferred revenue, current	$	167,733	$	153,030
Deferred revenue, noncurrent		18,321		19,275

Leases - Operating lease expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating lease expense
Operating lease expense	$ 20,232	$ 22,240	$ 65,390	$ 60,035
Variable lease expense	$ 187	$ 218	$ 689	$ 1,411
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

Noncontrolling Interest (Tables)

9 Months Ended

Sep. 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 September 30, 2022:


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

	(in thousands)
Recapitalization	2,342	3,347	142	5,831
Conversion of Class V to Class A	226	(226)	—	—
Vesting of profits interests	—	46	(46)	—
End of period	2,568	3,167	96	5,831

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


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

	(in thousands)
Beginning of period	2,763	2,983	85	5,831
Conversion of Class V to Class A	144	(144)	—	—
Vesting of profits interests	—	79	(79)	—
Issuance of New Common Units to Inspirato Incorporated	547	—	—	547
End of period	3,454	2,918	6	6,378

Equity Based Compensation - Profits Interests (Details) - Profits interests - USD ($) shares in Thousands, $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests issued (in shares)		465
Profits interests outstanding (in shares)	355
Profits interest expense remained to be recognized	$ 46.0	$ 46.0
Period expense remaining to be recognized	3 months 18 days

- 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
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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+ Details

Leases - Maturities of operating liabilities excluding short-term leases (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating leases
Remainder of 2023	$ 22,207
2024	77,911
2025	62,566
2026	46,675
2027	34,366
2028 and thereafter	92,814
Total minimum lease payments	336,539
Less: interest expense	(67,589)
Present value of lease obligations	268,950
Less: current lease obligations	(64,858)	$ (74,299)
Long-term lease obligations	$ 204,092	$ 208,159

Prepaid Expenses and Prepaid Member Travel (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expenses and Prepaid MemberTravel
Prepaid Member Travel	$ 18,704	$ 19,915
Prepaid expenses
Property operations	803	4,299
Software	1,822	3,601
Operating supplies	703	1,441
Insurance	2,647	1,581
Total	$ 5,975	$ 10,922

Employee Benefit Plan

9 Months Ended

Sep. 30, 2023

Employee Benefit Plan

Employee Benefit Plan

(18) Employee Benefit Plans

Employee Stock Purchase Plan

The Company has an employee stock purchase plan (the “ESPP”), under which the Company is authorized to issue 200 thousand shares of Class A Common Stock. As of December 31, 2022 and September 30, 2023, the Company had approximately 171 thousand shares of Class A Common Stock which remain available for issuance under the ESPP. Generally, all full-time employees are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions. The ESPP consists of six-month offering periods during which employees may enroll in the plan. The purchase price on each purchase date shall not be less than eighty-five percent (85%) of the lesser of (a) the fair market value of a share of stock on the offering date of the offering period or (b) the fair market value of a share of stock on the purchase date. For the three and nine months ended September 30, 2023, there were no employee purchases of Class A Common Stock through the ESPP.

401(k) Employee Savings 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 September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023
Employer match 401(k) contributions	$	257	$	182	$	1,154	$	1,076

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2023	Feb. 11, 2022
Effective tax rate	(2.00%)	(1.20%)
Other noncurrent liabilities	$ 2,647	$ 2,647
Revision of Prior Period, Reclassification, Adjustment [Member] \| Indirect Taxes, Uncertain Tax Positions and Foreign Income Taxes, Reclassification
Other noncurrent liabilities	$ 2,600	$ 2,600
Reverse Capitalization \| Inspirato LLC
Ownership (as a percent)			41.20%

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Revenue	$ 82,598	$ 93,132	$ 258,390	$ 258,903
Cost of revenue (including depreciation of $520 and $1,390 in 2022, and $2,323 and $4,054 in 2023, respectively)	57,704	62,959	182,442	167,669
Asset impairments (Note 12)	4,294		34,348
Gross margin	20,600	30,173	41,600	91,234
General and administrative (including equity-based compensation of $2,596 and $5,429 in 2022, and $6,686 and $11,074 in 2023, respectively)	23,487	16,934	59,482	50,878
Sales and marketing	8,600	9,438	23,201	30,641
Operations	8,623	10,351	23,247	31,204
Technology and development	2,355	3,778	8,724	9,462
Depreciation and amortization	998	812	2,992	2,165
Interest, net	1,731	(125)	1,204	207
Warrant fair value (gains) losses	(267)	(3,518)	(543)	3,026
Other (income) expense, net	3	(447)	381	(447)
Loss and comprehensive loss before income taxes	(24,930)	(7,050)	(77,088)	(35,902)
Income tax expense	492	202	909	589
Net loss and comprehensive loss	(25,422)	(7,252)	(77,997)	(36,491)
Net loss and comprehensive loss attributable to noncontrolling interests (Note 17)	8,769	4,147	35,028	19,017
Net loss and comprehensive loss attributable to Inspirato Incorporated	$ (16,653)	$ (3,105)	$ (42,969)	$ (17,474)
Basic weighted average Class A shares outstanding (in shares)	3,419	2,760	3,339	2,501
Diluted weighted average Class A shares outstanding (in shares)	3,419	2,760	3,339	2,501
Basic net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (4.87)	$ (1.13)	$ (12.87)	$ (6.99)
Diluted net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (4.87)	$ (1.13)	$ (12.87)	$ (6.99)

Reverse Recapitalization (Details) - Reverse Capitalization $ in Millions		9 Months Ended
	Feb. 11, 2022 USD ($) shares	Sep. 30, 2023 USD ($)
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 \| shares	0.5
Common Stock, Number Of Votes Per Share \| shares	1
Gross proceeds	$ 90.0
Transaction costs incurred		$ 25.0
Net cash proceeds		66.0
Operating Expenses
Reverse Capitalization
Transaction costs incurred		1.1
Additional Paid-in Capital
Reverse Capitalization
Transaction costs incurred		$ 24.0
Inspirato LLC
Reverse Capitalization
Ownership (as a percent)	41.20%
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 \| shares	1
Exchange ratio of outstanding units to stock	37.2275
Gross proceeds	$ 88.0
Conversion of units into common stock in connection with the reverse recapitalization (in shares) \| shares	440,000

Accounts Payable and Accrued Liabilities

9 Months Ended

Sep. 30, 2023

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

(8) Accounts Payable and Accrued Liabilities

The following table presents the components of accounts payable and accrued liabilities:


	December 31,		September 30,
	2022		2023
Trade creditors	$	21,356	$	14,482
Occupancy taxes payable		7,231		6,448
Compensation accruals		5,475		4,254
Income and other taxes payable		2,024		591
Accounts payable and accrued liabilities	$	36,086	$	25,775

Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-based Payment Arrangement [Abstract]

Share-Based Payment Arrangement, Activity [Table Text Block]

The following tables summarize additional information about our Unit Option Plan:


	Recognition Period	September 30,		September 30,
	(years)	2022		2023
Option expense remaining to be recognized	2	$	762	$	182


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2023		2022		2023

	(shares in thousands)
Number of shares of Class A Common Stock subject to outstanding options at period end		297		212		297		212
Number of options exercised during the period		89		14		92		50

Employee Benefit Plan (Details) - USD ($) shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
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	$ 182,000	$ 257,000	$ 1,076,000	$ 1,154,000
Employee Stock Purchase Plan [Member] \| Class A Common Stock
Number of shares authorized	200		200
Number of shares granted	171		171		171
Share-Based Compensation Arrangement by Share-Based Payment Award, Offering Terms of Award			6 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Maximum Employee Subscription Rate	85.00%		85.00%
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture	0		0

Net loss attributable to Inspirato Incorporated per Class A share - Anti-dilutive securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restricted Stock Units
Anti-dilutive securities
Anti-dilutive securities	866	268	860	184
Stock options
Anti-dilutive securities
Anti-dilutive securities	222	337	239	362
Warrants \| Preferred Stock
Anti-dilutive securities
Anti-dilutive securities	431	431	431	484
Warrants \| Common Stock
Anti-dilutive securities
Anti-dilutive securities	833		833
Profits interests
Anti-dilutive securities
Anti-dilutive securities	2,352	1,036	2,363	1,030
Convertible note
Anti-dilutive securities
Anti-dilutive securities			833