0001558370-24-002993 | 10-K | XBRL Viewer

Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2023

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

The following table summarizes the changes in share ownership of Inspirato LLC (in thousands):


	New Common Units
	Inspirato Incorporated	Continuing Inspirato LLC Members	Continuing Inspirato LLC Members subject to vesting	Total
Recapitalization	2,342	3,347	142	5,831
Conversion of Class V to Class A	421	(421)	—	—
Vesting of profits interests	—	57	(57)	—
Issuance of Common Stock	373	—	—	373
Balance at December 31, 2022	3,136	2,983	85	6,204
Conversion of Class V to Class A	161	(161)	—	—
Vesting of profits interests	—	85	(85)	—
Issuance of Common Stock	240	—	—	240
Balance at December 31, 2023	3,537	2,907	—	6,444

Employee Benefit Plans (Details) - USD ($)	12 Months Ended
Employee Benefit Plans (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employees participating percentage	90.00%
Company match percentage	50.00%	50.00%	50.00%
Percent of employer match of employee's eligible pay	6.00%	6.00%	6.00%
Vesting percentage	100.00%	100.00%	100.00%
Maximum amount employer can contribute per employee per year	$ 1,500	$ 1,500	$ 1,500
Contribution expense	$ 1,100,000	$ 1,300,000	$ 900,000
Employee Stock Purchase Plan [Member] \| Class A Common Stock
Number of shares authorized	200,000
Number of shares granted	141,000	171,000
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%
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture	30,000

Equity of Inspirato Incorporated (Details)	Dec. 31, 2023 Vote $ / shares shares	Sep. 26, 2023 $ / shares shares	Sep. 25, 2023 shares	Dec. 31, 2022 $ / shares shares
Members' equity and temporary equity
Number Of votes per share \| Vote	1
Preferred stock shares authorized	5,000,000	5,000,000	100,000,000	5,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock shares outstanding	0			0
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 issued	3,537,000			3,136,000
Common stock shares outstanding	3,537,492			3,135,832
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 issued	2,907,000			3,068,000
Common stock shares outstanding	2,906,959			3,067,974
Class Of common stock, exchange ratio	1
Class B Non-Voting Common Stock
Members' equity and temporary equity
Common stock shares authorized	5,000,000			5,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001
Common stock shares issued				0
Common stock shares outstanding	0			0

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Cost of revenue, depreciation	$ 6,090	$ 2,245	$ 1,656
General and administrative	$ 690	$ 0	$ 0

Accounts Payable and Accrued Liabilities

12 Months Ended

Dec. 31, 2023

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

(7) Accounts Payable and Accrued Liabilities

The following table presents the components of accounts payable and accrued liabilities (in thousands):


	December 31,
	2022		2023
Trade creditors	$	21,356	$	11,644
Occupancy taxes payable		7,231		6,823
Compensation accruals		5,475		3,786
Income and other taxes payable		2,024		495
Accounts payable and accrued liabilities	$	36,086	$	22,748

Fair Value Measurements (Details) - USD ($) $ in Thousands	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Fair value assets liabilities level to level transfers amount	$ 0	$ 0
Restricted cash	5,700	1,661
Saks Warrant
Fair Value Measurements
Maximum amount of fair value of warrants outstanding	100
Recurring
Fair Value Measurements
Assets	42,266	81,939
Liabilities	23,902
Recurring \| Level 1
Fair Value Measurements
Assets	42,266	81,939
Liabilities	48
Recurring \| Level 3
Fair Value Measurements
Liabilities	23,854
Recurring \| Note
Fair Value Measurements
Liabilities	23,854
Recurring \| Note \| Level 3
Fair Value Measurements
Liabilities	23,854
Recurring \| Warrants
Fair Value Measurements
Liabilities	48	759
Recurring \| Warrants \| Level 1
Fair Value Measurements
Liabilities	48	759
Recurring \| Cash and cash equivalents
Fair Value Measurements
Assets	36,566	80,278
Recurring \| Cash and cash equivalents \| Level 1
Fair Value Measurements
Assets	36,566	80,278
Recurring \| Restricted cash
Fair Value Measurements
Assets	5,700	1,661
Recurring \| Restricted cash \| Level 1
Fair Value Measurements
Assets	$ 5,700	$ 1,661

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (51,755)	$ (24,057)	$ (22,218)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares shares in Thousands	11 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Feb. 10, 2022
Noncontrolling Interest
Conversion of Class V to Class A (in shares)			4,957
Inspirato LLC
Noncontrolling Interest
Recapitalization	6,204	6,444	6,204	5,831
Issuance of Common Stock	373	240
End of period (in shares)	6,204	6,444	6,204	5,831
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Recapitalization	3,136	3,537	3,136	2,342
Issuance of Common Stock	373	240
Conversion of Class V to Class A (in shares)	421	161
End of period (in shares)	3,136	3,537	3,136	2,342
Continuing Inspirato Members \| Inspirato LLC
Noncontrolling Interest
Recapitalization	2,983	2,907	2,983	3,347
Vesting of Profits Interests	57	85
Conversion of Class V to Class A (in shares)	(421)	(161)
End of period (in shares)	2,983	2,907	2,983	3,347
Unvested Continuing Inspirato Members [Member] \| Inspirato LLC
Noncontrolling Interest
Recapitalization	85		85	142
Vesting of Profits Interests	(57)	(85)
End of period (in shares)	85		85	142

Prepaid Expenses and Prepaid Member Travel (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expenses and Prepaid Member Travel

Schedule of prepaid expenses

Prepaid expenses are as follows (in thousands):


	December 31,
	2022		2023
Software	$	3,601	$	2,899
Insurance		1,581		1,873
Property operations		4,299		720
Operating supplies		1,441		643
Total	$	10,922	$	6,135

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Debt - Convertible Debt (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Sep. 29, 2023	Aug. 07, 2023	Dec. 31, 2023	Sep. 26, 2023
Debt Instrument [Line Items]
Carrying value			$ 23,854
Minimum liquidity threshold			10,000
Fair value gains			$ 1,600
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]			Gain (Loss) On Fair Value Instruments
Oakstone Ventures, Inc. \| Senior Secured Convertible Note due 2028
Debt Instrument [Line Items]
Strategic investment amount		$ 25,000
Interest rate	8.00%	8.00%
Net proceeds from offering	$ 23,100
Debt issuance costs	$ 1,900		$ 1,900
Carrying value			$ 25,500
Conversion price per share				$ 30
Threshold voting percentage of debt instrument			4.99%
Threshold ownership percentage of debt instrument			24.99%
Redemption term			3 years
Redemption price (in percent)			1.50%

Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Impairment of long-lived assets		$ 0.0	$ 0.0
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges	Asset Impairment Charges	Asset Impairment Charges
Property and equipment impairments	$ 0.3
Minimum
Useful life	3 years
Maximum
Useful life	5 years
Internal-use software
Useful life	3 years

Significant Accounting Policies - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) item	Dec. 31, 2022 USD ($)
Retained earnings	$ (285,782)	$ (233,931)
Noncontrolling interests	(124,456)	(86,723)
Reserve for credit losses	$ 800	800
Minimum
Number of rewards \| item	1
Maximum
Number of rewards \| item	3
Travel Pattern Recognition Term	30 months
ASU 2016-13
Retained earnings		$ 100
Noncontrolling interests	$ 100

- Definition

Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related party transactions
Revenue	$ 329,100	$ 345,530	$ 234,747
Related Party
Related party transactions
Accounts receivable, net - related parties	842	663
Revenue	100
Exclusive Resorts \| Related Party
Related party transactions
Payments to related party	600	2,600	$ 3,400
Related party lease agreements \| Related Party
Related party transactions
Payments to related party	$ 100	$ 100

- Definition

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

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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

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

+ Details

Prepaid Expenses and Prepaid Member Travel (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expenses and Prepaid Member Travel
Prepaid Member Travel	$ 20,547	$ 19,915
Prepaid expenses
Software	2,899	3,601
Insurance	1,873	1,581
Property operations	720	4,299
Operating supplies	643	1,441
Total	$ 6,135	$ 10,922

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Anti-dilutive securities	2,808,000	1,006,000	889,000
Class B Non-Voting Common Stock
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Issuance of Common Stock	0
Note
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Anti-dilutive securities	850,378

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share

Schedule of basic and diluted earnings per share


	Year Ended December 31,
	2021		2022		2023
Net loss attributable to Inspirato Incorporated (in thousands)	$	(22,218)	$	(24,057)	$	(51,755)
Weighted average Class A Shares outstanding, Basic and diluted (in thousands)		5,276		2,616		3,380
Net loss attributable to Inspirato Incorporated per Class A Share, Basic and diluted (in dollars per share)	$	(4.21)	$	(9.20)	$	(15.31)

Schedule of anti-dilutive securities

The following securities are anti-dilutive for the years ended December 31, 2021, 2022 and 2023 (in thousands):


	Year Ended December 31,
	2021		2022		2023
Restricted stock units		—		194		831
Stock options		400		344		232
Warrants		25		415		431
Profit interests		464		53		464
Note		—		—		850
Anti-dilutive securities		889		1,006		2,808

Debt - Interest, Net (Details) - USD ($) $ in Millions	12 Months Ended
Debt - Interest, Net (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Interest expense incurred	$ 2.4	$ 0.3	$ 0.6
Interest income	1.3	0.1	0.0
Interest expense	$ 1.1	$ 0.2	$ 0.6

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Liabilities
Trade creditors	$ 11,644	$ 21,356
Occupancy taxes payable	6,823	7,231
Compensation accruals	3,786	5,475
Income and other taxes payable	495	2,024
Accounts payable and accrued liabilities	$ 22,748	$ 36,086

Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Deferred revenue, current and noncurrent	$ 177,519	$ 186,054
Other Current Liabilities [Member]
Liabilities:
Deferred revenue, current and noncurrent	160,493	167,733
Other Noncurrent Liabilities [Member]
Liabilities:
Rewards deferred revenue	17,026	18,321
Accounts receivable, net
Assets:
Assets related to contracts with customers	3,306	3,140
Prepaid Subscriber Travel
Assets:
Assets related to contracts with customers	20,547	$ 19,915
Other current assets
Assets:
Assets related to contracts with customers	1,053
Other noncurrent assets
Assets:
Assets related to contracts with customers	$ 845

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

(8) 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 $23.1 million, after deducting $1.9 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. As of December 31, 2023, the outstanding amount of the Note was $25.5 million.

The conversion price of the Note is $30 per share, which has been adjusted for the September 26, 2023 reverse stock split, and continues to be subject to customary adjustments upon additional 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.

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 Note is convertible in whole or in part at the option of the Purchaser at any time subject to restrictions as dictated by the BHC Act.

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. Upon an Event of Default, the Purchaser may declare the principal of, and all accrued and unpaid interest under, to be due and payable on the Note immediately. The Note also includes a minimum liquidity threshold of $10 million.

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. Fair value gains of $1.6 million for the year ended December 31, 2023 were recorded in (gain) loss on fair value instruments within the Company’s Consolidated Statement of Operations. Debt issuance costs of $1.9 million were immediately recorded in interest, net on the Consolidated Statement of Operations during the year ended December 31, 2023.

Loan Facility

In October of 2020, the Company obtained a revolving line of credit that was scheduled to mature October of 2023 and was terminated in March of 2023. The facility had a limit of $14 million. Interest rates associated with the facility adjusted based on the prime rate and outstanding balance. The interest rate was 8.50% as of December 31, 2022. Interest expense related to the facility for the years ended December 31, 2021 and 2022 totaled $0.6 million and $0.3 million, respectively. There was no interest expense related to the facility for the year ended December 31, 2023.

Interest, Net

As a result of each facility above, the Company incurred $0.6 million, $0.3 million and $2.4 million in interest expense during the years ended December 31, 2021, 2022 and 2023, respectively, which was offset by interest income from the Company’s banking relationship of $0.0 million, $0.1 million and $1.3 million, respectively. This resulted in a net interest expense of $0.6 million, $0.2 million and $1.1 million for the years ended December 31, 2021, 2022 and 2023, respectively, which has been recognized to interest, net within the Company’s Consolidated Statements of Operations.

Paycheck Protection Program

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

The SBA has the ability to review the Company’s loan file until June of 2027, six years after the date the loan was forgiven and repaid in full. The results of any review could result in the SBA requesting additional documentation to support the Company’s initial eligibility for the loan and request for loan forgiveness, with the potential for the SBA to pursue legal remedies at its discretion.

- Definition

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

+ 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
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

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

+ Details

Significant Accounting Policies - Reclassification of Prior Year Presentation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reclassification [Line Items]
Cost of revenue	$ 233,942	$ 228,401	$ 152,747
General and administrative	72,117	65,807	49,786
Sales and marketing	32,884	39,368	28,011
Operations	28,125	42,372	27,303
Technology and development	11,330	14,219	4,926
General and administrative, equity-based compensation	13,652	8,802	3,258
Asset impairments	40,844	925
Gross deferred tax assets	55,653	33,176
Valuation allowance	55,653	33,176
Investment in Inspirato LLC	$ 20,232	7,514
Previously Reported
Reclassification [Line Items]
Cost of revenue		228,362	152,747
General and administrative		68,383	50,477
Sales and marketing		38,540	27,821
Operations		41,267	26,814
Technology and development		13,615	4,914
Conversion
Reclassification [Line Items]
General and administrative, equity-based compensation		2,600	700
Asset impairments		900	0
Adjustment
Reclassification [Line Items]
Cost of revenue		39
General and administrative		(2,576)	(691)
Sales and marketing		828	190
Operations		1,105	489
Technology and development		$ 604	$ 12

Noncontrolling Interest

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest

Noncontrolling Interest

(15) 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 December 31, 2022, 57.5% of the consolidated net loss of Inspirato LLC has been allocated to the noncontrolling interests of Inspirato LLC. During the year ended December 31, 2023, 44.9% of the consolidated net loss of Inspirato LLC has been allocated to the noncontrolling interests of Inspirato LLC. During the year ended December 31, 2022, the Company issued 421,000 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 year ended December 31, 2023, the Company issued 161,000 shares of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock.

The following table summarizes the changes in share ownership of Inspirato LLC (in thousands):


	New Common Units
	Inspirato Incorporated	Continuing Inspirato LLC Members	Continuing Inspirato LLC Members subject to vesting	Total
Recapitalization	2,342	3,347	142	5,831
Conversion of Class V to Class A	421	(421)	—	—
Vesting of profits interests	—	57	(57)	—
Issuance of Common Stock	373	—	—	373
Balance at December 31, 2022	3,136	2,983	85	6,204
Conversion of Class V to Class A	161	(161)	—	—
Vesting of profits interests	—	85	(85)	—
Issuance of Common Stock	240	—	—	240
Balance at December 31, 2023	3,537	2,907	—	6,444

Nature of Business

12 Months Ended

Dec. 31, 2023

Nature of Business

Nature of Business

INSPIRATO INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Nature of Business

Inspirato Incorporated and its subsidiaries (the “Company”, also referred to as “Inspirato”) 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.

For travelers, the Company offers access to a diverse portfolio of curated luxury vacation options that includes approximately 450 private luxury vacation homes available to the Company’s customers and accommodations at over 250 luxury hotel and resort partners in the Company’s over 180 destinations around the world as of December 31, 2023. The Company’s portfolio also includes Inspirato Only experiences, featuring one-of-a-kind luxury safaris, cruises and other experiences with Inspirato-only member lists along with Bespoke trips, which offer custom-designed “bucket list” itineraries. Every Inspirato trip comes with the Company’s personalized service envelope — including pre-trip planning, on-site concierge and daily housekeeping — designed to meet the needs of discerning travelers and drive exceptional customer satisfaction.

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 (together 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. For additional information see Note 3 – Reverse Recapitalization.

As of December 31, 2023, the Company’s only subsidiary is Inspirato LLC. Inspirato LLC generally has subsidiaries in the jurisdictions where the Company has rental properties located. These entities typically lease local properties.

Reverse Stock Split

On September 26, 2023, the Company’s stockholders approved a proposal to adopt a series of alternative amendments to the Company’s certificate of incorporation to effect a reverse stock split (as defined below). The Company’s Board subsequently approved a final reverse stock split ratio of 1-for-20 of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), Class B Non-Voting common stock, par value $0.0001 per share (“Class B Non-Voting Common Stock”) and Class V common stock, par value $0.0001 per share (“Class V Common Stock”) (collectively, the “Reverse Stock Split”). The Reverse Stock Split became effective as of October 16, 2023 (the “Effective Time”). No fractional shares of Common Stock were issued in connection with the Reverse Stock Split, and stockholders who would otherwise have received a fractional share of Common Stock pursuant to the Reverse Stock Split received cash in lieu of the fractional share, with reference to the closing trading price of the Company’s Class A Common Stock on the trading day immediately preceding the Effective Time (as adjusted to give effect to the reverse stock split), without interest.

The reverse stock split had no effect on the par value of the Company's Common Stock. The total number of shares of Class A Common Stock that the Company is authorized to issue was reduced from 1,000,000,000 to 50,000,000, the total number of shares of Class B Non-Voting Common Stock that the Company is authorized to issue was reduced from 100,000,000 to 5,000,000, the total number of shares of Class V Common Stock that the Company is authorized to issue was reduced from 500,000,000 to 25,000,000 and the total number of shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”) that the Company is authorized to issue was reduced from 100,000,000 to 5,000,000. Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power remained unchanged, except for minor changes resulting from the treatment of fractional shares.

As of the Effective Time, proportional adjustments were also made to the number of shares of Class A Common Stock issuable pursuant to the Company’s outstanding warrants, Note (as defined below) and equity awards, as well as the number of shares

authorized and reserved for issuance pursuant to the Company’s equity incentive and employee stock purchase plans. The exercise prices, conversion prices and stock price targets of outstanding warrants, Note and equity awards were also proportionately adjusted, as applicable. All historical share and per share amounts have been adjusted to reflect the Reverse Stock Split for all periods presented.

Reverse Recapitalization (Details) - Reverse Capitalization - USD ($) $ in Millions		12 Months Ended
	Feb. 11, 2022	Dec. 31, 2023	Dec. 31, 2022
Reverse Capitalization
Common Stock, Number Of Votes Per Share	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
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)	440,000

Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accounts Payable and Accrued Liabilities

Components of accounts payable and accrued liabilities

The following table presents the components of accounts payable and accrued liabilities (in thousands):


	December 31,
	2022		2023
Trade creditors	$	21,356	$	11,644
Occupancy taxes payable		7,231		6,823
Compensation accruals		5,475		3,786
Income and other taxes payable		2,024		495
Accounts payable and accrued liabilities	$	36,086	$	22,748

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator
Net loss attributable to Inspirato Incorporated	$ (51,755)	$ (24,057)	$ (22,218)
Denominator
Basic weighted average Class A shares outstanding (in shares)	3,380	2,616	5,276
Diluted weighted average Class A shares outstanding (in shares)	3,380	2,616	5,276
Basic net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (15.31)	$ (9.20)	$ (4.21)
Diluted net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (15.31)	$ (9.20)	$ (4.21)

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
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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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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Significant Accounting Policies

Significant Accounting Policies

(2) Significant Accounting Policies

(a) Basis of Presentation

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

For the year ended December 31, 2021, the Consolidated Financial Statements present the consolidated results of operations, comprehensive loss, cash flows and changes in equity of Inspirato LLC.

(b) Reclassification of Prior Year Presentation

Reclassifications of previously reported amounts have been made to conform to the current year’s presentation where accounts payable and accrued liabilities, which had been previously reported separately, have been combined within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows. This reclassification did not impact previously reported amounts on the Company’s audited Consolidated Statements of Operations or Consolidated Statements of Equity.

To conform with the current year’s presentation where equity-based compensation reported is allocated between the applicable financial statement line items within the Consolidated Statements of Operations, the Company reclassified $0.7 million and $2.6 million of equity-based compensation expense for the years ended December 31, 2021 and 2022, respectively, out of general and administrative and into cost of revenue, sales and marketing, operations, and technology and development. This adjustment did not impact the Company’s gross margin or net loss presented within the Consolidated Statements of Operations for the year ended December 31, 2021. This adjustment impacted gross margin presented within the Consolidated Statements of Operations for the year ended December 31, 2022. This adjustment did not impact previously reported amounts on the Company’s audited Consolidated Balance Sheets, Consolidated Statements of Equity or Consolidated Statements of Cash Flows. See the table below for a reconciliation of previously reported balances to the adjusted balances for this year’s presentation within the Consolidated Statements of Operations (in thousands):


	Previously Reported				Adjustment				Adjusted Presentation
	For the year ended December 31,				For the year ended December 31,				For the year ended December 31,
	2021		2022		2021		2022		2021		2022
Cost of revenue	$	152,747	$	228,362	$	—	$	39	$	152,747	$	228,401
General and administrative	$	50,477	$	68,383	$	(691)	$	(2,576)	$	49,786	$	65,807
Sales and marketing	$	27,821	$	38,540	$	190	$	828	$	28,011	$	39,368
Operations	$	26,814	$	41,267	$	489	$	1,105	$	27,303	$	42,372
Technology and development	$	4,914	$	13,615	$	12	$	604	$	4,926	$	14,219

To conform with the current year’s presentation where asset impairments are separately stated from cost of revenue within the Consolidated Statements of Operations, the Company reclassified the $0.9 million asset impairment out of cost of revenue during the year ended December 31, 2022, resulting in a change in cost of revenue from $229.3 million to $228.4 million, and into asset impairment. No adjustment was necessary for the year ended December 31, 2021 as there were no asset impairments. This adjustment did not impact the Company’s gross margin or net loss presented for the year ended December 31, 2022 nor did it impact previously reported amounts on the Company’s audited Consolidated Balance Sheets, Consolidated Statements of Equity or Consolidated Statements of Cash Flows.

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the accompanying notes. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates.

(d) Cash and Cash Equivalents

Cash and cash equivalents include cash and investments in highly liquid investments purchased with an original maturity of three months or less. Cash balances held in banks exceed the federal depository insurance limit. The Company’s cash is only insured up to the federal depository insurance limit. A significant portion of the Company’s cash balances are held at a single banking institution.

Amounts in transit from credit card processors are also considered cash equivalents as they generally settle to cash within two to five days of the sales transaction.

(e) Restricted Cash

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

(f) Accounts Receivable

Accounts receivables are recorded at the original invoiced amounts, net of a reserve for credit losses. The reserve for credit losses is estimated based on historical collectivity, aging of receivables, macroeconomic trends and other factors that may impact the Company’s ability to collect against those receivables. As of both December 31, 2022 and 2023, the Company’s reserve for credit losses was $0.8 million.

(g) Property and Equipment

Property and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated over their estimated useful lives ranging from three to five years to depreciation and amortization within the Consolidated Statements of Operations. The cost of leasehold improvements is depreciated over the lesser of the remaining term of the associated leases or the estimated useful lives of the assets to cost of revenue within the Consolidated Statements of Operations. Capitalized purchased software costs are depreciated over three years to general and administrative within the Company’s Consolidated Statements of Operations. Costs of maintenance and repairs are charged to their respective expense line item within the Consolidated Statements of Operations when incurred.

Direct costs incurred in the development of internal-use software are capitalized once the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is ready for its intended use. Software development costs are amortized over their estimated useful lives of three years within depreciation and amortization on the Consolidated Statements of Operations.

The Company's cloud computing arrangements include software licenses purchased from external vendors. Implementation costs incurred during the application development stage and other costs meeting certain criteria are capitalized. These assets are included in other noncurrent assets on the Company’s Consolidated Balance Sheets and amortized on a straight-line basis over their assessed useful lives.

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

There were no property and equipment impairments during the years ended December 31, 2021 and 2022 and there were $0.3 million in property and equipment impairments during the year ended December 31, 2023, which were recorded to asset impairments within the Company’s Consolidated Statements of Operations.

(h) Leases

The Company is party to operating lease agreements for its vacation homes, certain hotels and corporate offices. Operating lease assets are included within right-of-use (“ROU”) assets and the corresponding operating lease liabilities are included within lease liabilities and lease liabilities, noncurrent on the Company’s Consolidated Balance Sheets. The Company has elected not to present short-term leases on the Consolidated Balance Sheets as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the later of ASC 842 adoption date or lease commencement date. Because none of the Company’s leases provide an implicit rate of return, the Company used the Company’s incremental borrowing rate based on the information available at adoption date or lease commencement date in determining the present value of lease payments. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s current classes of leases.

During the years ended December 31, 2021, 2022 and 2023, the Company recognized $0.0 million, $0.9 million and $40.5 million of impairment expense within the Company’s Consolidated Statements of Operations related to ROU assets with carrying values in excess of their recoverable values. The recoverability of these ROU assets is assessed by comparing the carrying amount of each asset to the future net undiscounted cash flows the asset is expected to generate over its remaining life.

(i) Goodwill

Goodwill arose from the acquisition of certain assets of Portico Club, LLC (“Portico”) on December 16, 2013. Goodwill was recorded based on management’s best estimates of the fair values of assets acquired and liabilities assumed at the date of acquisition. Goodwill is not amortized, but rather is assessed annually for impairment on December 1 and when events and circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The Company has determined that the Company has one reporting unit. The test for impairment requires that the Company first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, the Company then performs a quantitative impairment test. Otherwise, the quantitative impairment test is not required. The Company performed its annual 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, and as such, determined that no goodwill impairment charges were necessary. No goodwill impairment charges were recognized during the years ended December 31, 2021, 2022 or 2023.

(j) Revenue

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

Subscription Revenue

The Company’s contracts with members grant access to book the Company’s residences and other privileges that vary based on the type of active paid member subscription (“Subscription”). The Company’s predominant subscription offerings include Inspirato Club and Inspirato Pass Subscriptions. Inspirato Club Subscriptions grant access to the Company’s portfolio. In addition to Inspirato Club Subscription benefits, Inspirato Pass Subscriptions include the ability to book certain stays without paying additional nightly rates, taxes or fees. Subscriptions generally include an enrollment fee and monthly, semi-annual, annual, or multi-year fees, which are generally paid upfront and are recorded as deferred revenue on the Consolidated Balance Sheets. The Company has an unconditional right to these fees in its contracts with members for a Subscription as the Company provides the right to book to its members. Thus, the Company recognizes Subscription fee revenue over the respective contract period.

New Legacy subscriptions are no longer sold, however, members who purchased a legacy subscription paid a substantial upfront payment to join the club and, on an ongoing basis, are charged dues which allow members continued access to the Company’s portfolio, similar to Inspirato Club members. Legacy dues are recognized to revenue within the Company’s Consolidated Statements of Operations. The initial upfront Legacy payments made were deferred and are recognized to revenue over 5 years, the expected Legacy customer’s time within the club, within the Company’s Consolidated Statements of Operations. From those payments, $4.2 million and $1.0 million remain within deferred revenue on the Consolidated Balance Sheets as of December 31, 2022 and 2023, respectively.

Additional Subscription revenue is generated from Inspirato for Good (“IFG”) and Inspirato for Business (“IFB”). IFG is a platform where the Company works with nonprofit organizations to auction travel packages during the nonprofit’s events. IFB represents the Company’s business-to-business channel which caters towards the incentive travel market for other companies with a ready-to-use travel solution to reward and retain their employees and business partners. IFG and IFB contracts include both subscription and travel performance obligations which are allocated to each performance obligation based on their standalone selling prices and are recognized to revenue within the Company’s Consolidated Statements of Operations as each performance obligation is satisfied.

Contracts are cancellable at the end of their contract term. The Company has determined that enrollment fees for Subscriptions do not provide a material right to a member and thus, these enrollment fees are recognized upon receipt. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the Company’s contracts do not include a significant financing component.

Travel Revenue

When a trip is purchased, the Company records the cash received as deferred revenue on the Consolidated Balance Sheets. Travel revenue is recognized to revenue within the Company’s Consolidated Statements of Operations as performance obligations are met over the period of the stay. Revenue related to cancellation fees and other fees is recognized to revenue within the Company’s Consolidated Statements of Operations as the associated obligations to members are satisfied or extinguished.

The Company is required to collect certain taxes from customers on behalf of government agencies and remit these back to the applicable governmental entity on a periodic basis. These taxes are not recognized as revenue. Rather, the Company records a liability within accounts payable and accrued liabilities on the Consolidated Balance Sheets upon collection from the customer and reduces the liability when payments are remitted to the applicable governmental agency.

Loyalty Program

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

The Company defers a portion of member spend, which represents the value of the program’s separate performance obligation, to Rewards within deferred revenue on the Company’s Consolidated Balance Sheets. 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 are updated on a regular basis to incorporate recent member 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). As Rewards revenue is recognized, the deferred revenue related to Rewards is reduced and is recognized to revenue within in the Consolidated Statements of Operations.

Deferred Revenue

As a result of the timing difference from when a member purchases a product, the Company records any unrecognized portion of travel revenue, prepaid enrollment and Subscription dues, and travel credits to be delivered as deferred revenue on the Company’s Consolidated Balance Sheets until applicable performance obligations are met.

Additionally, members may purchase travel credits or obtain them upon cancelling a trip in certain situations. Travel credits can be applied towards future services, including Subscription and travel. Travel credits are recorded as deferred revenue on the Company’s Consolidated Balance Sheets until either the satisfaction of the purchased performance obligations for or the expiration of the credits occurs which is generally 3 years.

(k) Cost of revenue

Cost of revenue includes costs directly related to delivering travel to the Company’s members as well as depreciation and amortization related to leasehold improvements and equipment at residences. These direct costs include payments for properties the Company leases, operating and maintenance costs of those properties, including on-site service personnel costs, costs paid to the Company’s hotel partners for member stays, and booking costs from Inspirato Only experiences and Bespoke trips.

(l) Advertising Costs

The Company incurs advertising expenses to promote the Company’s brand. The Company expenses the production costs associated with advertisements in the period in which the advertisement first takes place and expenses the costs of placing the advertisement as incurred each time the advertisement is shown. Advertising expenses are included in sales and marketing expense within the Company’s Consolidated Statements of Operations and totaled $8.5 million, $8.0 million and $7.1 million for the years ended December 31, 2021, 2022, and 2023, respectively.

(m) Equity-Based Compensation

The Company accounts for equity-based compensation for all transactions in which an entity exchanges its equity instruments for goods or services, which generally require the Company to measure the cost of employee services received in exchange for an award of equity instruments in earnings based on the fair value and vesting provisions of the award on the date of grant. Compensation cost is recognized on a straight-line basis over the requisite service period, with forfeitures accounted for as they occur.

(n) Income Taxes

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

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

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

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

subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.

The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense. For additional information see Note 10 – Income Taxes.

(o) Noncontrolling Interests

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

As of December 31, 2023, Inspirato Incorporated directly owned 54.9% of the interest in Inspirato LLC and the noncontrolling interest was 45.1%. The noncontrolling interest relates to the economic interests in Inspirato LLC held directly by owners of the Company’s Inspirato Incorporated Class V common stock (“Class V Common Stock”) in the form of New Common Units (as defined below) as a result of the Business Combination. See Note 3 - Reverse Recapitalization.

(p) Derivative Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company’s outstanding warrants are recognized as derivative liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value subject to re-measurement at each balance sheet date until exercised and any change in fair value is recognized in (gain) loss on fair value instruments within the Company’s Consolidated Statements of Operations.

(q) Segment Information

The Company provides hospitality services in both the U.S. as well as other foreign jurisdictions and has both members and assets around the world. The Company is managed by a U.S. based management team and measures and evaluates financial and operational performance as a single enterprise. Services are sold from the U.S. and not differentiated based upon purchase location and information is reported to the chief operating decision maker and the executive team on an aggregated world-wide basis. The Company operates as a single segment.

(r) Recently Adopted Accounting Pronouncements

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 increases to both accumulated deficit and non-controlling interests of $0.1 million as of January 1, 2023 for the cumulative effect of adopting ASU 2016-13.

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 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 8), the Company adopted ASU 2020-06 and elected to follow the fair value option under the modified retrospective approach. There was no other impact of the adoption for the Company.

(s) Recently Issued Accounting Pronouncements Not Yet Adopted

In December of 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This guidance requires disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a specified quantitative threshold. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s Consolidated Financial Statements.

In November of 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This guidance provides new segment disclosure requirements for entities with a single reportable segment and modifies certain reportable segment disclosure requirements. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s Consolidated Financial Statements.

Revenue

12 Months Ended

Dec. 31, 2023

Revenue

Revenue

(4) Revenue

Revenues are as follows (in thousands):


	Year Ended December 31,
	2021		2022		2023


Travel	$	134,373	$	198,925	$	190,271
Subscription		100,024		145,651		137,606
Rewards and other revenue		350		954		1,223
Total	$	234,747	$	345,530	$	329,100

The Company recognizes assets and liabilities associated with its contracts with its members. Contract assets include commissions paid to the Company’s sales staff for contracts with initial terms greater than one year; these costs are capitalized and amortized over the life of the contract. At December 31, 2023, the balance of capitalized commissions was $1.9 million, of which $1.1 million is included within other current assets and $0.8 million is included within other noncurrent assets on the Company’s Consolidated Balance Sheets. During the year ended December 31, 2023, the Company recognized $0.6 million of amortization expense related to these contract assets, of which $0.4 million was recognized in cost of revenue and $0.2 million was recognized in sales and marketing within the Company’s Consolidated Statements of Operations. No amortization expense was recognized during the years ended December 31, 2021 and 2022. Contract liabilities include deferred revenue as discussed below.

Assets and liabilities related to contracts with members are as follows (in thousands):


	December 31,
	2022		2023
Assets:
Accounts receivable, net	$	3,140	$	3,306
Prepaid member travel	$	19,915	$	20,547
Other current assets	$	—	$	1,053
Other noncurrent assets	$	—	$	845

Liabilities:
Deferred revenue, current	$	167,733	$	160,493
Deferred revenue, noncurrent	$	18,321	$	17,026

Deferred revenue is comprised of the following (in thousands):


	December 31,
	2022		2023
Travel	$	86,931	$	81,613
Subscriptions		77,081		66,367
Travel credits		22,042		18,852
Rewards		—		10,687
Total		186,054		177,519
Less: Deferred revenue, noncurrent		18,321		17,026
Deferred revenue, current	$	167,733	$	160,493

During the year ended December 31, 2023, approximately $148.6 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2022. Significant movements in the deferred revenue balance during the year ended December 31, 2023 consisted of increases due to payments received prior to transfer of control of the underlying performance obligations to the customer, which were offset by decreases as performance obligations were satisfied. During the year ended December 31, 2022, approximately $168 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2021.

The Rewards program included member spend for all of 2023 resulting in the recognition of deferred revenue attributed to Rewards of $6.8 million upon the launch of the program in August of 2023.

As of December 31, 2023, deferred revenue is expected to be recognized in the following years (in thousands):



Year ended	December 31,
2024	$	160,493
2025		11,789
2026		2,999
2027		1,310
2028 and thereafter		928
Total	$	177,519

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Geographic Information

12 Months Ended

Dec. 31, 2023

Geographical Information

Geographic Information

(19) Geographic Information

Physical long-lived assets consist of property and equipment, net and right-of-use assets. All software and intangible assets as of December 31, 2022 and 2023 were attributable to the United States. The following summary provides information concerning the Company’s principal geographic areas related to its physical long-lived assets for the years ended December 31, 2022 and 2023 (in thousands):


	December 31,
	2022		2023
Property and equipment, net	$	18,298	$	19,504
Right-of-use assets		271,702		209,702
Total	$	290,000	$	229,206
United States	$	205,469	$	171,332
Outside the United States	$	84,531	$	57,874

Revenue earned from subscription and travel services are charged on a bundled basis, without regard to where services are delivered, and periodically include a portion of services provided outside of the US.

The following summary provides information concerning the Company’s revenue by principal geographic area, determined based on the location of cash receipts (in thousands):


	Year Ended December 31,
	2021		2022		2023
United States	$	225,683	$	331,426	$	315,643
Outside the United States		9,064		14,104		13,457
Total	$	234,747	$	345,530	$	329,100

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net

Schedule of property and equipment

Property and equipment, net are as follows (in thousands, other than years):


	Useful Life		December 31,
	(years)		2022		2023
Residence leasehold improvements		3	$	15,302	$	21,372
Internal-use software		3		13,559		16,510
Corporate office leasehold improvements		3		5,156		5,323
Furniture, fixtures and equipment		5		1,208		1,214
Computer equipment		3		1,436		1,114
Residence vehicles		5		806		689
Total cost				37,467		46,222
Accumulated depreciation and amortization				(19,169)		(26,718)
Property and equipment, net			$	18,298	$	19,504

Equity-Based Compensation - Profits Interests (Details) - Profits interests - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests issued (in shares)	465,000	465,000
Profits interests outstanding (in shares)	355,000	355,000

- 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

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+ Details

Nature of Business (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 26, 2023 $ / shares shares	Dec. 31, 2023 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Sep. 25, 2023 shares
Number Of Private Luxury Vacation \| item		450
Number Of Luxury Hotels \| item		250
The vacation options over number of destinations as per offered diverse portfolio. \| item		180
Asset impairments \| $		$ 40,844	$ 925
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock shares authorized \| shares	5,000,000	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 \| shares	50,000,000	50,000,000	50,000,000	1,000,000,000
Class B Common Stock
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized \| shares	5,000,000	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
Common stock shares authorized \| shares	25,000,000	25,000,000	25,000,000	500,000,000

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

(10) Income Taxes

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

Domestic and foreign loss and comprehensive loss before income taxes consists of the following (in thousands):


	Year Ended December 31,
	2021		2022		2023
Domestic	$	(24,299)	$	(53,885)	$	(94,843)
Foreign		2,081		3,603		1,705
Loss and comprehensive loss before income taxes	$	(22,218)	$	(50,282)	$	(93,138)

Income tax expense attributable to operations is comprised of the following (in thousands):


	Year Ended December 31,
	2021		2022		2023
Current:
Federal	$	-	$	-	$	-
State		-		-		29
Foreign		-		799		692
Total current	$	-	$	799	$	721
Deferred:
Federal	$	-	$	-	$	-
State		-		-		-
Foreign		-		-		-
Total deferred		-		-		-
Income tax expense	$	-	$	799	$	721

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


	Year Ended December 31,
	2021		2022		2023
U.S. federal tax (expense) benefit at statutory rate		0.0%		21.0%		21.0%
State tax, net of federal benefit		0.0%		0.8%		3.1%
Foreign rate differential		0.0%		(1.6%)		(0.5%)
Net impact of noncontrolling interest and non-partnership operations on partnership outside basis		0.0%		(11.2%)		(2.2%)
Other		0.0%		0.0%		(0.1%)
Change in valuation allowance		0.0%		(10.6%)		(22.1%)
Effective income tax rate		0.0%		(1.6%)		(0.8%)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):


	December 31,
	2022		2023
Deferred tax assets:
Net operating loss	$	24,501	$	34,306
Investment in Inspirato LLC		7,514		20,232
Start-up costs		1,161		1,109
Other		-		6
Gross deferred tax assets		33,176		55,653
Valuation allowance		(33,176)		(55,653)
Total deferred tax assets	$	-	$	-

Deferred tax liabilities:
Total deferred tax liabilities	$	-	$	-

Net deferred tax assets	$	-	$	-

Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company’s management believes that, based on a number of factors, it is more likely than not, that all or some portion of the deferred tax assets will not be realized; and accordingly, for the year ended December 31, 2023, the Company has provided a valuation allowance against the Company’s U.S. net deferred tax assets. The net change in the valuation allowance for the year ended December 31, 2023 was an increase of $22.5 million.

As of December 31, 2023, the Company had net operating loss carryforwards for federal income tax purposes of approximately $140.6 million which will begin to expire in 2035 with $75.7 million of the federal net operating loss carryforward lasting indefinitely. As of December 31, 2023, the Company had net operating loss carryforwards for state income tax purposes of approximately $97.9 million which will begin to expire at various dates beginning in 2031.

In certain circumstances, due to ownership changes, the Company’s net operating loss carryforwards may be subject to limitations under Section 382 of the Internal Revenue Code. The Company has not completed a study to assess whether an ownership change has occurred, as defined by IRC Sections 382, or whether there have been ownership changes since the Company's formation due to the complexity and cost associated with such a study. The Company estimates that if such a change did occur, the federal and state net operating loss carryforwards that can be utilized in the future could be significantly limited. There can be no assurance that the Company will ever be able to realize the benefit of some or all of the federal and state loss carryforwards, either due to ongoing operating losses or due to ownership change limitations.

Tax Receivable Agreement

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

In connection with the Business Combination, the Company entered into a Tax Receivable Agreement (the "TRA"). Under the TRA, the Company generally will be required to pay to the Continuing Inspirato Members 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company realizes directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of any sales or exchanges (as determined for U.S. federal income tax purposes) to

or with the Company of their interests in Inspirato for shares of Inspirato Incorporated's Class A common stock or cash, including any basis adjustment relating to the assets of Inspirato and (ii) tax benefits attributable to payments made under the TRA (including imputed interest). The Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid.

Unrecognized Tax Benefits

Inspirato Incorporated was formed in July of 2020 and did not engage in significant operations prior to the Business Combination and associated organizational transactions. Inspirato LLC is treated as a partnership for U.S. federal and state income tax purposes and its tax returns are subject to examination by taxing authorities. As of December 31, 2023, $0.5 million of the total unrecognized tax benefits, if recognized, would have an impact on the Company's effective tax rate. The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

The following table summarizes the activities related to the Company’s gross unrecognized tax benefits during the years ended December 31, 2021, 2022 and 2023 (in thousands):


	Year ended December 31,
	2021		2022		2023
Balance at January 1,	$	-	$	-	$	-
Increase in balance related to tax positions taken during prior years		-		-		487
Balance at December 31,	$	-	$	-	$	487

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

- Definition

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

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+ Details

Geographic Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	$ 19,504	$ 18,298
Right-of-use assets	209,702	271,702
Long lived assets	229,206	290,000
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long lived assets	171,332	205,469
Outside the United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long lived assets	$ 57,874	$ 84,531

Supplemental Financial Information (Tables)

12 Months Ended

Dec. 31, 2023

Supplemental Financial Information

Schedule of Supplemental and Non-cash Investing and Financing Activities


	Year Ended December 31,
	2021		2022		2023
Supplemental cash flow information:
Cash paid for interest	$	609	$	288	$	1,859
Cash paid for income taxes	$	—	$	81	$	309
Significant noncash transactions:
Gain on forgiveness of debt	$	9,518	$	—	$	—
Conversion of Class V to Class A stock	$	—	$	4,957	$	—
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	$	—	$	989	$	1,022
Operating lease right-of-use assets exchanged for lease obligations	$	—	$	355,214	$	66,145
Conversion of deferred rent and prepaid rent to right-of-use assets	$	—	$	6,831	$	—

Debt - Loan Facility (Details) - USD ($)	1 Months Ended	12 Months Ended
Debt - Loan Facility (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2020
Debt
Gain on forgiveness of debt				$ 9,518,000
Loan Facility
Debt
Maximum borrowing capacity						$ 14,000,000
Interest rate at end of period			8.50%
Interest expense		$ 0	$ 300,000	$ 600,000
Paycheck Protection Program Loan [Member]
Debt
Maximum borrowing capacity					$ 9,400,000
Gain on forgiveness of debt	$ 9,500,000

- 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

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share - Anti-dilutive securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Anti-dilutive securities
Anti-dilutive securities	2,808,000	1,006,000	889,000
Restricted stock units
Anti-dilutive securities
Anti-dilutive securities	831,000	194,000
Employee Stock Option
Anti-dilutive securities
Anti-dilutive securities	232,000	344,000	400,000
Warrants
Anti-dilutive securities
Anti-dilutive securities	431,000	415,000	25,000
Profits interests
Anti-dilutive securities
Anti-dilutive securities	464,000	53,000	464,000
Note
Anti-dilutive securities
Anti-dilutive securities	850,378

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 36,566	$ 80,278
Restricted cash	5,700	1,661
Prepaid member travel	20,547	19,915
Prepaid expenses	6,135	10,922
Other current assets	1,744	302
Total current assets	74,840	116,881
Property and equipment, net	19,504	18,298
Goodwill	21,233	21,233
Right-of-use assets	209,702	271,702
Other noncurrent assets	5,448	2,253
Total assets	330,727	430,367
Current liabilities
Accounts payable and accrued liabilities	22,748	36,086
Deferred revenue, current	160,493	167,733
Lease liabilities	61,953	74,299
Total current liabilities	245,194	278,118
Deferred revenue, noncurrent	17,026	18,321
Lease liabilities, noncurrent	196,875	208,159
Convertible note	23,854
Warrants	48	759
Other noncurrent liabilities	2,428
Total liabilities	485,425	505,357
Commitments and contingencies (Note 16)
Equity (Deficit)
Additional paid-in capital	255,527	245,652
Accumulated deficit	(285,782)	(233,931)
Total equity (deficit) excluding noncontrolling interest	(30,242)	11,733
Noncontrolling interests	(124,456)	(86,723)
Total equity (deficit)	(154,698)	(74,990)
Total liabilities and equity (deficit)	330,727	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	842	663
Nonrelated Party [Member]
Current assets
Accounts receivable, net	$ 3,306	$ 3,140

Equity of Inspirato Incorporated

12 Months Ended

Dec. 31, 2023

Equity of Inspirato Incorporated

Equity of Inspirato Incorporated

(11) Equity of Inspirato Incorporated

The Company had three classes of common stock: Class A, Class V and Class B Common Stock as of December 31, 2023. Holders of the Class A and Class V Common Stock will vote together as a single class on all matters submitted to stockholders for their vote or approval, except as required by applicable law, and each share of Class A or Class V Common Stock will be entitled to one vote on such matters. Holders of Class B Common Stock do not have voting rights. No class of common stock are subject to any conversion rights.

Class A Common Stock

The Company is authorized to issue 50,000,000 shares of Class A Common Stock, par value $0.0001 per share. As of December 31, 2022 and 2023, there were 3,135,832 and 3,537,492 shares, respectively, of Class A Common Stock outstanding. The holders of the Company's Class A Common Stock are entitled to receive dividends when, as and if declared by the Company's Board out of legally available funds.

Class V Common Stock

The Company is authorized to issue 25,000,000 shares of Class V Common Stock, par value $0.0001 per share. Shares were issued to Continuing Inspirato Members that continued to hold their investment in units of Inspirato LLC in connection with the Business Combination. The holders of the Class V Common Stock hold an equal number of New Common Units in Inspirato LLC. From time to time, the Class V Common Stock and New Common Units held by the Continuing Inspirato Members may be exchanged for one share Class A Common Stock of the Company or cash (based on the market price for a share of the Company’s Class A Common Stock) as determined by the Company. The holders of the Company's Class V Common Stock are not entitled to receive dividends. As of December 31, 2022 and 2023, there were 3,067,974 and 2,906,959 shares, respectively, of Class V Common Stock outstanding.

Class B Common Stock

The Company is authorized to issue 5,000,000 shares of Class B Non-Voting Common Stock, par value $0.0001 per share. As of December 31, 2023, there were no shares of Class B Non-Voting Common Stock outstanding. The holders of the Company's Class B Non-Voting Common Stock are not entitled to vote on any matters submitted to the Company’s stockholders other than certain enumerated actions or as otherwise required by law. The holders of the Company's Class B Non-Voting Common Stock are entitled to receive dividends when, as and if declared by the Company's Board out of legally available funds. Class B common stock was created in conjunction with the Note and, therefore, no Class B common stock shares were issued or outstanding as of December 31, 2022.

Preferred Stock

The Company is authorized to issue 5,000,000 shares of Preferred Stock, par value $0.0001 per share. As of December 31, 2022 and 2023, there were no shares of Preferred Stock outstanding.

Inspirato LLC Equity

For periods prior to the Business Combination, Inspirato LLC had equity-based compensation described in Note 13. 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.

Equity-Based Compensation - RSU Activity (Details) - Restricted Stock Units - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of units
Outstanding beginning	275
Granted	797	289
Vested	(174)	(5)
Forfeited	171	8
Outstanding ending	727	275
Weighted average grant date fair value
Outstanding beginning	$ 124.60
Granted	27.11	$ 121.20
Vested	96.58	61.80
Forfeited	46.64	70.40
Outstanding ending	$ 41.42	$ 124.60

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Domestic	$ (94,843)	$ (53,885)	$ (24,299)
Foreign	1,705	3,603	2,081
Loss and comprehensive loss before income taxes	$ (93,138)	$ (50,282)	$ (22,218)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Geographic Information - Company's Revenue based on location of cash receipts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 329,100	$ 345,530	$ 234,747
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	315,643	331,426	225,683
Outside the United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 13,457	$ 14,104	$ 9,064

- Definition

+ References

+ Details

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Employee Benefit Plan

Employee Benefit Plans

(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 200,000 shares of Class A Common Stock. As of December 31, 2022 and December 31, 2023, the Company had approximately 171,000 and 141,000 shares, respectively, 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. During the year ended December 31, 2023, there were employee purchases of approximately 30,000 shares 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 annual limitations. The

Plan provides for the Company to make a discretionary matching contribution. During the years ended December 31, 2021, 2022 and 2023, the Company matched 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. During the years ended December 31, 2021, 2022 and 2023, the Company matched $0.9 million, $1.3 million and $1.1 million, respectively.

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit Cumulative effect of change in accounting principle	Accumulated Deficit	Noncontrolling Interests Cumulative effect of change in accounting principle	Noncontrolling Interests	Class A Common Stock	Cumulative effect of change in accounting principle	Total
Balance at beginning of period at Dec. 31, 2020				$ 24,267		$ (187,472)					$ (163,205)
Balance at beginning of period (in shares) at Dec. 31, 2020			5,277,000
Increase (decrease) in members equity
Net loss and comprehensive loss						(22,218)					(22,218)
Equity based compensation				3,258							3,258
Redeemed united			$ (36)	(7,258)							(7,258)
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes				(148)							(148)
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)			1,000
Distributions				(120)							(120)
Balance at end of period at Dec. 31, 2021				19,999		(209,690)					(189,691)
Balance at end of period (in shares) at Dec. 31, 2021			5,242,000
Increase (decrease) in members equity
Net loss and comprehensive loss						(24,057)		$ (27,024)			(51,081)
Equity based compensation				8,802							8,802
Issuance of common stock				5,000							5,000
Issuance of common stock (in shares)	24,000
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs	$ 4	$ 7		206,253				(64,656)			141,608
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs (in shares)	2,342,000	3,489,000	(5,242,000)
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				1,225							$ 1,225
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)	95,000
Issuance of Class A shares upon conversion of Class V shares	$ 1	$ (1)		(4,957)				4,957
Conversion of Class V to Class A (in shares)	421,000	(421,000)							421,000		4,957,000
Distributions						(184)					$ (184)
Balance at end of period at Dec. 31, 2022	$ 6	$ 6		245,652		(233,931)		(86,723)			(74,990)
Balance at end of period (in shares) at Dec. 31, 2022	3,136,000	3,068,000
Increase (decrease) in members equity
Net loss and comprehensive loss						(51,755)		(42,104)			(93,859)
Equity based compensation				13,652							13,652
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes				598							598
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)	36,000
Issuance of common stock through employee stock purchase plan				105							105
Issuance of common stock through employee stock purchase plan (shares)	30,000
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes (shares)	174,000
Issuance of Class A shares upon conversion of Class V shares	$ 1			(4,480)				4,479
Conversion of Class V to Class A (in shares)	161,000	(161,000)							161,000
Balance at end of period at Dec. 31, 2023	$ 7	$ 6		$ 255,527	$ (96)	$ (285,782)	$ (108)	$ (124,456)		$ (204)	$ (154,698)
Balance at end of period (in shares) at Dec. 31, 2023	3,537,000	2,907,000

Income Taxes - Income tax expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
State	$ 29
Foreign	692	$ 799
Total current	721	799
Total income tax expense	$ 721	$ 799

- Definition

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

+ References + Details

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Revenue	$ 329,100	$ 345,530	$ 234,747
Cost of revenue (including depreciation of $1,656, $2,245 and $6,090 in 2021, 2022 and 2023, respectively)	233,942	228,401	152,747
Asset impairments	40,844	925
Gross margin	54,314	116,204	82,000
General and administrative (including depreciation of $0, $0 and $690 in 2021, 2022 and 2023, respectively)	72,117	65,807	49,786
Sales and marketing	32,884	39,368	28,011
Operations	28,125	42,372	27,303
Technology and development	11,330	14,219	4,926
Depreciation and amortization	3,773	3,191	2,619
Interest, net	1,133	188	635
(Gain) loss on fair value instruments	(2,368)	1,696	456
Gain on forgiveness of debt			(9,518)
Other (income) expense, net	457	(355)
Loss and comprehensive loss before income taxes	(93,138)	(50,282)	(22,218)
Income tax expense	721	799
Net loss and comprehensive loss	(93,859)	(51,081)	(22,218)
Net loss and comprehensive loss attributable to noncontrolling interests	42,104	27,024
Net loss and comprehensive loss attributable to Inspirato Incorporated	$ (51,755)	$ (24,057)	$ (22,218)
Basic weighted average Class A shares outstanding (in shares)	3,380	2,616	5,276
Diluted weighted average Class A shares outstanding (in shares)	3,380	2,616	5,276
Basic net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (15.31)	$ (9.20)	$ (4.21)
Diluted net loss attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (15.31)	$ (9.20)	$ (4.21)

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

Summary of composition of operating lease expense


	Year Ended December 31,
	2021		2022		2023
Operating lease expense	$	62,772	$	82,901	$	85,305
Variable lease expense	$	3,797	$	1,555	$	908

Schedule of maturities of operating lease liabilities



Years ending	December 31,
2024	$	79,749
2025		64,655
2026		47,853
2027		35,770
2028		27,477
Thereafter		70,703
Total minimum lease payments		326,207
Less: interest expense		(67,379)
Present value of lease obligations		258,828
Less: current lease obligations		(61,953)
Long-term lease obligations	$	196,875

Summary of additional information about the Company's operating lease obligations



	December 31,
	2022		2023
Weighted-average remaining lease term (in years)	5.6		5.6
Weighted-average discount rate	5.13	%	8.23	%

Warrants

12 Months Ended

Dec. 31, 2023

Warrants

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 both December 31, 2022 and December 31, 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 the Public Warrants as liabilities at fair value on the Consolidated Balance Sheets as 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 fair value of the warrants at December 31, 2022 and 2023 was $0.8 million and less than $0.1 million, respectively. The fair value losses and gains for the years ended December 31, 2021, 2022 and 2023 were losses of $0.5 million, losses of $1.7 million and gains of $0.8 million, respectively, which were recorded to (gain) loss on fair value instruments within the Company’s Consolidated Statements of Operations.

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 900,000 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 December 31, 2023, there was not significant purchase activity facilitated through the Saks Commercial Agreement such that the fair market value of the warrants is less than $0.1 million as of December 31, 2023.

Income Taxes - Reconciliation of the U.S. federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
U.S. federal tax (expense) benefit at statutory rate	21.00%	21.00%	0.00%
State tax, net of federal benefit	3.10%	0.80%	0.00%
Foreign rate differential	(0.50%)	(1.60%)	0.00%
Net impact of noncontrolling interest and non-partnership operations on partnership outside basis	2.20%	11.20%	0.00%
Other	(0.10%)	0.00%	0.00%
Change in valuation allowance	(22.10%)	(10.60%)	0.00%
Effective income tax rate	(0.80%)	(1.60%)	0.00%

Reverse Recapitalization

12 Months Ended

Dec. 31, 2023

Reverse Recapitalization

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. This organizational structure allows certain 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”), to retain their equity ownership directly in Inspirato LLC.

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP and 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.

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 each share of which entitles the holder thereof to one vote, and certain rights under the Tax Receivable Agreement. In addition, options to purchase Inspirato LLC units were converted into options to purchase shares of Class A Common Stock at the Exchange Ratio and outstanding warrants of Inspirato LLC were ultimately converted into warrants to purchase Class A Common Stock (the “Public Warrants”).

In connection with the Closing, the Company raised $90 million of gross proceeds including $88 million from the issuance of 440,000 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 year ended December 31, 2022, consisting of banking, legal and other professional fees, of which $24 million was recorded as a reduction to additional paid-in capital and the remaining $1.1 million was expensed in the Consolidated Statements of Operations. The total net cash proceeds to the Company as a result of the Business Combination were $66 million.

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Warrants
Number of warrants outstanding		8,600,000	8,600,000
Fair value of warrants outstanding		$ 48	$ 759
(Gain) loss on fair value instruments		$ (800)
Class A Common Stock
Warrants
Warrant exercise price (in dollars per share)		$ 230
Fair value of warrants outstanding		$ 100	800
(Gain) loss on fair value instruments			$ 1,700	$ 500
Maximum number of warrants acquired		0.05
Saks Warrant
Warrants
Warrant exercise price (in dollars per share)	$ 40.00
Maximum number of warrants acquired	900,000
Termination period of the commercial agreement	90 days
Saks Warrant \| Maximum
Warrants
Fair value of warrants outstanding		$ 100

Leases - Additional information about lease obligations (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) item	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Weighted-average remaining lease term (in years):
Operating leases	5 years 7 months 6 days	5 years 7 months 6 days
Weighted-average discount rate
Operating leases	8.23%	5.13%
Lease liabilities
Future payments	$ 326,207,000
Number of leases impaired \| item	63
Right-of-use asset impairments	$ 40,500,000	$ 900,000	$ 0.0
Leases not yet commenced
Lease liabilities
Number of leases	21
Future payments	$ 28,100,000

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share

12 Months Ended

Dec. 31, 2023

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share

(12) Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share

Basic and diluted earnings (loss) per share (“EPS”) is computed utilizing shares that participate in the Company’s earnings – including dividend rights. The Company’s Class A and Class B Common Stock are the classes of shares that are entitled to the Company’s earnings and dividends. As no shares of Class B Non-Voting Common Stock were issued as of December 31, 2023, the computation of basic and diluted earnings (loss) per share includes only 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 security for EPS. Class V Common Stock does contain a conversion feature entitling stockholders to convert Class V Common Stock to Class A Common Stock. However, this conversion feature would have no impact on EPS as its assumed conversion under the if-converted method would have an equal proportionate impact on the numerator and denominator resulting in no change to diluted EPS.

EPS is computed using the two-class method. Under the two-class method, the Company allocates net income attributable to Inspirato Incorporated to Class A Common Stock (including those with vested share-based awards). Basic earnings per share is calculated by taking net income attributable to Inspirato Incorporated, less earnings allocated to Class A Common Stock, divided by the basic weighted-average Class A Common Stock outstanding. Net loss per share is calculated by taking net loss attributable to Inspirato Incorporated divided by weighted-average Class A Common Stock outstanding as Class V Common Stock do not share in losses as the impact would be anti-dilutive.

In accordance with the two-class method, diluted earnings (loss) per share is calculated using the more dilutive of the impact of the treasury-stock method or from reducing net income for the earnings allocated to Class A Common Stock. Additionally, adjustments from dilutive securities include those from restricted stock units, nonqualified stock options, warrants and profits interests when those securities would have a dilutive impact when utilizing the treasury stock method. Additionally, with the conversion feature of the Company's Note, when the Note's conversion impact is dilutive, interest expense, net of tax, is added back to net income to calculate diluted net income per share.

EPS for the year ended December 31, 2021 was adjusted as a result of the Business Combination, see Note 3 for additional information. The following table summarizes the Company’s EPS for the years ended December 31, 2021, 2022 and 2023:


	Year Ended December 31,
	2021		2022		2023
Net loss attributable to Inspirato Incorporated (in thousands)	$	(22,218)	$	(24,057)	$	(51,755)
Weighted average Class A Shares outstanding, Basic and diluted (in thousands)		5,276		2,616		3,380
Net loss attributable to Inspirato Incorporated per Class A Share, Basic and diluted (in dollars per share)	$	(4.21)	$	(9.20)	$	(15.31)

Due to the net loss attributable to Inspirato Incorporated for the years ended December 31, 2021, 2022 and 2023, diluted weighted-average Class A shares outstanding are equal to basic weighted-average shares outstanding as the effect of dilutive securities was anti-dilutive.

The following securities are anti-dilutive for the years ended December 31, 2021, 2022 and 2023 (in thousands):


	Year Ended December 31,
	2021		2022		2023
Restricted stock units		—		194		831
Stock options		400		344		232
Warrants		25		415		431
Profit interests		464		53		464
Note		—		—		850
Anti-dilutive securities		889		1,006		2,808

For the Note, the conversion spread of 850,378 shares is calculated by dividing the carrying value of the Note by the conversion price.

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Fair Value Measurements

(17) Fair Value Measurements

Under ASC 820, Fair Value Measurements and Disclosures, disclosures relating to how fair value is determined for assets and liabilities are required and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs, as follows:

●

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

●

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; 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 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of its financial assets and liabilities.

The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2023 based on the three-tier fair value hierarchy (in thousands):


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	80,278	$	—	$	—	$	80,278
Restricted cash		1,661		—		—		1,661
Total	$	81,939	$	—	$	—	$	81,939
Liabilities
Warrants	$	759	$	—	$	—	$	759


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	36,566	$	—	$	—	$	36,566
Restricted cash		5,700		—		—		5,700
Total	$	42,266	$	—	$	—	$	42,266
Liabilities
Note	$	—	$	—	$	23,854	$	23,854
Warrants		48		—		—		48
Total	$	48	$	—	$	23,854	$	23,902

The Company had no transfers of assets or liabilities between fair value hierarchy levels during the years ended December 31, 2022 and 2023.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash are comprised of credit card receivables and cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions and holds restricted cash with certain credit card processors as a deposit until services are rendered. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value. As of December 31, 2022 and 2023, the Company had $1.7 million and $5.7 million, respectively, of restricted cash.

Warrants

As the Public Warrants utilize an observable price in an active market to assess their fair value the warrants are categorized as Level 1 instruments. Additionally, as there was an immaterial amount of outstanding Saks Warrant Shares as of December 31, 2023, the Company concluded the fair market value of the outstanding Saks Warrant Shares to be less than $0.1 million as of December 31, 2023.

Note

The estimated fair value of the Company’s Note has been determined to be a Level 3 measurement, as the Company utilizes a binomial lattice model where both the debt and stock features of the Note are considered. In reviewing the debt features of the Note, the Company considered its scheduled coupon and principal payments and compared them to those of instruments currently outstanding in the market of companies with similar credit ratings as well as the risk-free rate. In considering the stock features of the Note, the Company considered the value and volatility of its own stock, in addition to considering volatility of similar instruments in the marketplace as well as the conversion feature of the Note which is discounted at the risk-free rate.

- 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

Significant Accounting Policies - Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Assets
Prepaid Expenses	$ 6,135	$ 10,922
Operating lease ROU assets	209,702	271,702
Liabilities
Right-of-use asset impairments	$ 40,500	$ 900	$ 0

Leases - Operating lease expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating lease expense
Operating lease expense	$ 85,305	$ 82,901	$ 62,772
Variable lease expense	$ 908	$ 1,555	$ 3,797
Minimum
Leases
Active leases, initial term	1 year
Maximum
Leases
Active leases, initial term	19 years

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

(9) Leases

The Company enters into operating leases primarily for standalone homes, luxury condos and hotel rooms and suites. As of December 31, 2023, active leases have remaining initial terms ranging from 1 to 19 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 within the Consolidated Statements of Operations.

The following table details the composition of operating lease expense (in thousands):


	Year Ended December 31,
	2021		2022		2023
Operating lease expense	$	62,772	$	82,901	$	85,305
Variable lease expense	$	3,797	$	1,555	$	908

The maturities of the Company’s operating lease liabilities as of December 31, 2023 are as follows (in thousands):



Years ending	December 31,
2024	$	79,749
2025		64,655
2026		47,853
2027		35,770
2028		27,477
Thereafter		70,703
Total minimum lease payments		326,207
Less: interest expense		(67,379)
Present value of lease obligations		258,828
Less: current lease obligations		(61,953)
Long-term lease obligations	$	196,875

As of December 31, 2023, the Company was party to 21 leases that had not yet commenced. Future payments under these leases were $28.1 million at December 31, 2023.

The following table presents additional information about the Company’s operating lease obligations:



	December 31,
	2022		2023
Weighted-average remaining lease term (in years)	5.6		5.6
Weighted-average discount rate	5.13	%	8.23	%

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 year ended December 31, 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 63 leases had net carrying values that exceeded their estimated undiscounted future cash flows. These leases were primarily related to one group of underperforming properties in a single geographic location. The Company then estimated the fair value of the asset groups based on their cash flows discounted at a rate commensurate with the risk involved and based on assumptions representative of market participants. The carrying values of the asset groups exceeded their fair values and, as a result, the Company recorded right-of-use asset impairments of $40.5 million for the year ended December 31, 2023 to asset impairments within the Consolidated Statement of Operations.

Equity-Based Compensation - NSO activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of shares
Balance at the beginning	273,000	391,000
Exercised	(36,000)	(92,000)
Forfeited	(33,000)	(21,000)
Expired		(6,000)
Balance at the end	204,000	273,000
Exercisable	204,000
Weighted average exercise per share
Balance at the beginning (in dollars per share)	$ 15.60	$ 15.60
Exercised (in dollars per share)	15.60	15.60
Forfeited (in dollars per share)	15.60	15.60
Expired (in dollars per share)		15.60
Balance at the end (in dollars per share)	15.60	$ 15.60
Exercisable	$ 15.60
Other disclosures
Granted	0	0
Aggregate intrinsic value of outstanding options	$ 0.0
Exercisable options and outstanding options	5 years

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment
Total cost	$ 46,222	$ 37,467
Accumulated depreciation and amortization	(26,718)	(19,169)
Property and equipment, net	$ 19,504	18,298
Residence leasehold improvements
Property, Plant and Equipment
Useful life	3 years
Total cost	$ 21,372	15,302
Internal-use software
Property, Plant and Equipment
Useful life	3 years
Total cost	$ 16,510	13,559
Corporate office leasehold improvements
Property, Plant and Equipment
Useful life	3 years
Total cost	$ 5,323	5,156
Computer equipment
Property, Plant and Equipment
Useful life	3 years
Total cost	$ 1,114	1,436
Furniture, fixtures and equipment
Property, Plant and Equipment
Useful life	5 years
Total cost	$ 1,214	1,208
Residence vehicles
Property, Plant and Equipment
Useful life	5 years
Total cost	$ 689	$ 806

Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 34,306	$ 24,501
Investment in Inspirato LLC	20,232	7,514
Start-up costs	1,109	1,161
Other	6
Gross deferred tax assets	55,653	33,176
Valuation allowance	$ (55,653)	$ (33,176)

Equity-Based Compensation - 2021 Plan (Details) - 2021 Equity Incentive Plan $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Equity Based Compensation
Number of shares authorized	795,000
Number of additional shares authorized	373,000
Maximum automatic annual increase (in shares)	995,000
Maximum automatic annual increase in shares, as a percentage of shares outstanding	5.00%
Unrecognized cost, nonoptions \| $	$ 20.6
Period expense remaining to be recognized	2 years 4 months 24 days
Restricted Stock Units \| Minimum \| 1-year vesting period
Equity Based Compensation
Vesting period	1 year
Restricted Stock Units \| Maximum \| 4-year vesting period
Equity Based Compensation
Vesting period	4 years

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Schedule of domestic and foreign loss and comprehensive loss before income taxes

Domestic and foreign loss and comprehensive loss before income taxes consists of the following (in thousands):


	Year Ended December 31,
	2021		2022		2023
Domestic	$	(24,299)	$	(53,885)	$	(94,843)
Foreign		2,081		3,603		1,705
Loss and comprehensive loss before income taxes	$	(22,218)	$	(50,282)	$	(93,138)

Schedule of income tax expense attributable to operations

Income tax expense attributable to operations is comprised of the following (in thousands):


	Year Ended December 31,
	2021		2022		2023
Current:
Federal	$	-	$	-	$	-
State		-		-		29
Foreign		-		799		692
Total current	$	-	$	799	$	721
Deferred:
Federal	$	-	$	-	$	-
State		-		-		-
Foreign		-		-		-
Total deferred		-		-		-
Income tax expense	$	-	$	799	$	721

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


	Year Ended December 31,
	2021		2022		2023
U.S. federal tax (expense) benefit at statutory rate		0.0%		21.0%		21.0%
State tax, net of federal benefit		0.0%		0.8%		3.1%
Foreign rate differential		0.0%		(1.6%)		(0.5%)
Net impact of noncontrolling interest and non-partnership operations on partnership outside basis		0.0%		(11.2%)		(2.2%)
Other		0.0%		0.0%		(0.1%)
Change in valuation allowance		0.0%		(10.6%)		(22.1%)
Effective income tax rate		0.0%		(1.6%)		(0.8%)

Schedule of significant components of the Company's deferred tax assets and liabilities

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):


	December 31,
	2022		2023
Deferred tax assets:
Net operating loss	$	24,501	$	34,306
Investment in Inspirato LLC		7,514		20,232
Start-up costs		1,161		1,109
Other		-		6
Gross deferred tax assets		33,176		55,653
Valuation allowance		(33,176)		(55,653)
Total deferred tax assets	$	-	$	-

Deferred tax liabilities:
Total deferred tax liabilities	$	-	$	-

Net deferred tax assets	$	-	$	-

Schedule of gross unrecognized tax benefits

The following table summarizes the activities related to the Company’s gross unrecognized tax benefits during the years ended December 31, 2021, 2022 and 2023 (in thousands):


	Year ended December 31,
	2021		2022		2023
Balance at January 1,	$	-	$	-	$	-
Increase in balance related to tax positions taken during prior years		-		-		487
Balance at December 31,	$	-	$	-	$	487

Revenue - Expected recognition of deferred revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue obligations	$ 177,519
Deferred revenue recognized during period	$ 148,600	$ 168,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected useful life of subscriptions	1 year
Deferred revenue obligations	$ 160,493
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected useful life of subscriptions	1 year
Deferred revenue obligations	$ 11,789
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected useful life of subscriptions	1 year
Deferred revenue obligations	$ 2,999
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected useful life of subscriptions	1 year
Deferred revenue obligations	$ 1,310
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Expected useful life of subscriptions	1 year
Deferred revenue obligations	$ 928

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies.

Commitments and Contingencies

(16) 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. 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. The Company believes it has meritorious defense to the claims in this matter and intends to vigorously defend against them.

Financial Guarantee Requirement

Inspirato LLC is a party to a financial guarantee requirement with a third party. The guarantee was satisfied through a $20 million surety bond that was increased to $30 million on November 2, 2023. The financial guarantee bond agreement remains in effect and its term is continuous to align with the term of the agreement it supports.

Credit Card Reserve

The Company has committed to provide a $10 million reserve balance with a credit card processor through credit card transactions. As of December 31, 2023, $4.8 million was reserved and is included in restricted cash within the Consolidated Balance Sheet and the remaining balance is expected to be fully reserved for and included in restricted cash during the first quarter of 2024.

Supplemental Financial Information (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Supplemental cash flow information:
Cash paid for interest	$ 1,859	$ 288	$ 609
Cash paid for income taxes	309	$ 81
Significant noncash transactions:
Gain on forgiveness of debt			$ 9,518
Conversion of Class V to Class A stock		4,957
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	1,022	989
Operating lease right-of-use assets exchanged for lease obligations	$ 66,145	355,214
Conversion of deferred rent and prepaid rent to right-of-use assets		$ 6,831

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	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	3,537,000	3,136,000
Common stock shares outstanding	3,537,492	3,135,832
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	5,000,000	5,000,000
Common stock shares issued	0	0
Common stock shares outstanding	0	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	2,907,000	3,068,000
Common stock shares outstanding	2,906,959	3,067,974

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Mar. 08, 2024	Jun. 30, 2023
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 21,000,000
Entity Central Index Key	0001820566
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	BDO USA, P.C.
Auditor Location	Denver, Colorado
Auditor Firm ID	243
ICFR Auditor Attestation Flag	false
Class A Common Stock
Entity Common Stock, Shares Outstanding		3,676,039
Class V Common Stock
Entity Common Stock, Shares Outstanding		2,870,964
Class B Non-Voting Common 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

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of equity-based compensation recognized on the Company's Consolidated Statements of Operations


	Year Ended December 31,
	2021		2022		2023
Cost of revenue	$	—	$	39	$	65
General and administrative		2,567		6,226		9,569
Sales and marketing		190		828		1,499
Operations		489		1,105		1,734
Technology and development		12		604		785
Total equity-based compensation	$	3,258	$	8,802	$	13,652

Employee Stock Option [Member]

Schedule of share based compensations activity

The following table represents nonqualified stock option activity for the years ended December 31, 2022 and 2023:


	Number of options (in thousands)		Weighted average exercise price
Outstanding at December 31, 2021	391	$	15.60
Exercised	(92)		15.60
Forfeited	(21)		15.60
Expired	(6)		15.60
Outstanding at December 31, 2022	273		15.60
Exercised	(36)		15.60
Forfeited	(33)		15.60
Outstanding at December 31, 2023	204	$	15.60
Exercisable at December 31, 2023	204	$	15.60

Restricted Stock Units

Schedule of share based compensations activity


	Number of units (in thousands)		Weighted average grant date fair value
Outstanding at December 31, 2021	—	$	—
Granted	289		121.20
Vested	(5)		61.80
Forfeited	(8)		70.40
Outstanding at December 31, 2022	275		124.60
Granted	797		27.11
Vested	(174)		96.58
Forfeited	(171)		46.64
Outstanding at December 31, 2023	727	$	41.42

Commitments and Contingencies (Details) - USD ($) $ in Millions	Dec. 31, 2023	Nov. 02, 2023	Nov. 01, 2023
Commitments and contingencies
Surety bond amount		$ 30.0	$ 20.0
Credit Card Reserve
Commitments and contingencies
Reserve requirement	$ 4.8
Credit Card Reserve \| Maximum
Commitments and contingencies
Reserve requirement	$ 10.0

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property and Equipment, Net

Property and Equipment, Net

(6) Property and Equipment, Net

Property and equipment, net are as follows (in thousands, other than years):


	Useful Life		December 31,
	(years)		2022		2023
Residence leasehold improvements		3	$	15,302	$	21,372
Internal-use software		3		13,559		16,510
Corporate office leasehold improvements		3		5,156		5,323
Furniture, fixtures and equipment		5		1,208		1,214
Computer equipment		3		1,436		1,114
Residence vehicles		5		806		689
Total cost				37,467		46,222
Accumulated depreciation and amortization				(19,169)		(26,718)
Property and equipment, net			$	18,298	$	19,504

Revenue - Revenue Disaggregation (Details) - USD ($)	1 Months Ended	12 Months Ended
Revenue - Revenue Disaggregation (Details) - USD ($)	Aug. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues
Revenue		$ 329,100,000	$ 345,530,000	$ 234,747,000
Capitalized Contract Cost Net		1,900,000
Capitalized Contract Cost Amortization		600,000	0	0
Total		177,519,000	186,054,000
Less: Deferred revenue, noncurrent		17,026,000	18,321,000
Deferred revenue, current		160,493,000	167,733,000
Deferred Revenue, Revenue Recognized		148,600,000	168,000,000
Cost of Sales
Revenues
Capitalized Contract Cost Amortization		400,000
Sales and marketing
Revenues
Capitalized Contract Cost Amortization		200,000
Other current assets
Revenues
Capitalized Contract Cost Net		1,100,000
Other noncurrent assets
Revenues
Capitalized Contract Cost Net		$ 800,000
Maximum
Revenues
Travel pattern recognition term		30 months
Travel
Revenues
Revenue		$ 190,271,000	198,925,000	134,373,000
Total		81,613,000	86,931,000
Subscription
Revenues
Revenue		137,606,000	145,651,000	100,024,000
Total		66,367,000	77,081,000
Rewards And Other Revenue
Revenues
Revenue		1,223,000	954,000	$ 350,000
Travel credits
Revenues
Total		18,852,000	$ 22,042,000
Rewards
Revenues
Total		$ 10,687,000
Contract with Customer, Liability, Revenue Recognized	$ 6,800,000

Supplemental Financial Information

12 Months Ended

Dec. 31, 2023

Supplemental Financial Information

Supplemental Financial Information

(21) Supplemental Financial Information

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


	Year Ended December 31,
	2021		2022		2023
Supplemental cash flow information:
Cash paid for interest	$	609	$	288	$	1,859
Cash paid for income taxes	$	—	$	81	$	309
Significant noncash transactions:
Gain on forgiveness of debt	$	9,518	$	—	$	—
Conversion of Class V to Class A stock	$	—	$	4,957	$	—
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	$	—	$	989	$	1,022
Operating lease right-of-use assets exchanged for lease obligations	$	—	$	355,214	$	66,145
Conversion of deferred rent and prepaid rent to right-of-use assets	$	—	$	6,831	$	—

Noncontrolling Interest (Details) - shares	11 Months Ended	12 Months Ended
Noncontrolling Interest (Details) - shares	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Noncontrolling Interest
Conversion of Class V to Class A (in shares)			4,957,000
Class A Common Stock
Noncontrolling Interest
Conversion of Class V to Class A (in shares)		161,000	421,000
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Conversion of Class V to Class A (in shares)	421,000	161,000
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Non controlling interest percentage	57.50%	44.90%	57.50%

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (93,859)	$ (51,081)	$ (22,218)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	10,553	5,436	4,275
Note financing costs included in interest expense, net	1,859
Loss on disposal of fixed assets	685	207
(Gain) loss on fair value instruments	2,368	(1,696)	(456)
Gain on forgiveness of debt			(9,518)
Asset impairments	40,844	925
Equitybased compensation	13,652	8,802	3,258
Amortization of right-of-use assets	87,623	88,098
Changes in operating assets and liabilities:
Accounts receivable, net	(370)	(751)	589
Accounts receivable, net - related parties	(179)	(277)	118
Prepaid member travel	432	930	(5,379)
Prepaid expenses	1,421	(4,577)	(4,990)
Other assets	(1,955)	(725)	191
Accounts payable and accrued liabilities	(6,123)	(4,078)	20,042
Deferred revenue	(13,614)	(5,209)	42,301
Lease liabilities	(89,775)	(85,085)
Deferred rent			(370)
Other liabilities	(219)
Net cash provided by (used in) operating activities	(51,393)	(45,689)	28,755
Cash flows from investing activities:
Development of internal-use software	(5,819)	(5,420)	(1,052)
Purchase of property and equipment	(6,305)	(8,850)	(2,964)
Net cash used in investing activities	(12,124)	(14,270)	(4,016)
Cash flows from financing activities:
Repayments of debt		(27,267)	(765)
Proceeds from debt	25,000	14,000
Payments of financing costs for Note	(1,859)
Common unit redemptions			(7,258)
Preferred unit redemptions			(496)
Proceeds from reverse recapitalization		90,070
Payments of reverse recapitalization costs		(23,899)
Proceeds from issuance of Class A common stock	105	5,000
Payments of employee taxes for share based awards	(178)	(669)	(148)
Proceeds from option exercises	776	1,894
Distributions		(184)	(120)
Net cash provided by (used in) financing activities	23,844	58,945	(8,787)
Net increase (decrease) in cash, cash equivalents and restricted cash	(39,673)	(1,014)	15,952
Cash, cash equivalents and restricted cash - beginning of period	81,939	82,953	67,001
Cash, cash equivalents and restricted cash - end of period	$ 42,266	$ 81,939	$ 82,953

Prepaid Expenses and Prepaid Member Travel

12 Months Ended

Dec. 31, 2023

Prepaid Expenses and Prepaid Member Travel

Prepaid Expenses and Prepaid Member Travel

(5) Prepaid Expenses and Prepaid Member Travel

Prepaid expenses

Prepaid expenses are as follows (in thousands):


	December 31,
	2022		2023
Software	$	3,601	$	2,899
Insurance		1,581		1,873
Property operations		4,299		720
Operating supplies		1,441		643
Total	$	10,922	$	6,135

Prepaid Member Travel

Prepaid member travel of $19.9 million and $20.5 million at December 31, 2022 and 2023, respectively, include deposits for future member travel.

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Related Party Transactions

(20) Related Party Transactions

As part of the Portico acquisition in 2013, Inspirato LLC entered into certain ancillary and commercial arrangements with Exclusive Resorts, where several of our significant shareholders also hold a significant investment, primarily involving the continuation of services to Portico members until such memberships terminate. At December 31, 2022 and December 31, 2023, balances due from related parties for these arrangements totaled $0.7 million and $0.8 million, respectively, and is recorded to accounts receivable, net – related parties on the Company’s Consolidated Balance Sheets. 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 the Company’s properties for which the Company recognized $0.1 million in revenue within the Company’s Consolidated Statements of Operations during the year ended December 31, 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 members’ usage. For the years ended December 31, 2021, 2022 and 2023, Inspirato recognized $3.4 million, $2.6 million and $0.6 million, respectively, in related party expense related to these agreements. As of December 31, 2023, all property usage agreements had terminated. At December 31, 2022 and December 31, 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 both years ended December 31, 2022 and 2023 totaled less than $0.1 million.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-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
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-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
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-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
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Income Taxes - Unrecognized tax benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Income Taxes
Uncertain tax positions	$ 487
Gross unrecognized tax benefits
Increase in balance related to tax positions taken during prior years	487
Balance at December 31,	$ 487

Leases - Maturities of operating liabilities excluding short-term leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating leases
2024	$ 79,749
2025	64,655
2026	47,853
2027	35,770
2028	27,477
Thereafter	70,703
Total minimum lease payments	326,207
Less: interest expense	(67,379)
Present value of lease obligations	258,828
Less: current lease obligations	(61,953)	$ (74,299)
Long-term lease obligations	$ 196,875	$ 208,159

Significant Accounting Policies - Goodwill (Details)	12 Months Ended			36 Months Ended
Significant Accounting Policies - Goodwill (Details)	Dec. 31, 2023 segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 USD ($)
Significant Accounting Policies
Goodwill impairment \| $		$ 0	$ 0	$ 0
Number of Reporting Units \| segment	1

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Significant Accounting Policies

Basis of Presentation

(a) Basis of Presentation

For the year ended December 31, 2021, the Consolidated Financial Statements present the consolidated results of operations, comprehensive loss, cash flows and changes in equity of Inspirato LLC.

Reclassification of Prior Year Presentation

(b) Reclassification of Prior Year Presentation


	Previously Reported				Adjustment				Adjusted Presentation
	For the year ended December 31,				For the year ended December 31,				For the year ended December 31,
	2021		2022		2021		2022		2021		2022
Cost of revenue	$	152,747	$	228,362	$	—	$	39	$	152,747	$	228,401
General and administrative	$	50,477	$	68,383	$	(691)	$	(2,576)	$	49,786	$	65,807
Sales and marketing	$	27,821	$	38,540	$	190	$	828	$	28,011	$	39,368
Operations	$	26,814	$	41,267	$	489	$	1,105	$	27,303	$	42,372
Technology and development	$	4,914	$	13,615	$	12	$	604	$	4,926	$	14,219

Use of Estimates

Cash and Cash Equivalents

(d) Cash and Cash Equivalents

Amounts in transit from credit card processors are also considered cash equivalents as they generally settle to cash within two to five days of the sales transaction.

Restricted Cash

(e) Restricted Cash

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

Accounts Receivable

(f) Accounts Receivable

Property and Equipment

(g) Property and Equipment

Leases

(h) Leases

Goodwill

(i) Goodwill

Revenue

(j) Revenue

Subscription Revenue

Travel Revenue

Loyalty Program

Deferred Revenue

Cost of revenue

(k) Cost of revenue

Advertising Costs

(l) Advertising Costs

Equity-Based Compensation

(m) Equity-Based Compensation

Income Taxes

(n) Income Taxes

subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.

Noncontrolling Interests

(o) Noncontrolling Interests

Derivative Instruments

(p) Derivative Instruments

Segment Information

(q) Segment Information

Recently Adopted Accounting Pronouncements

(r) Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

(s) Recently Issued Accounting Pronouncements Not Yet Adopted

Equity-Based Compensation

12 Months Ended

Dec. 31, 2023

Equity-Based Compensation

Equity-Based Compensation

(13) Equity-Based Compensation

During the years ended December 31, 2021, 2022 and 2023, the Company recognized $3.3 million, $8.8 million and $13.7 million, respectively, of equity-based compensation. The following table details where equity-based compensation is recognized on the Company’s Consolidated Statements of Operations (in thousands):


	Year Ended December 31,
	2021		2022		2023
Cost of revenue	$	—	$	39	$	65
General and administrative		2,567		6,226		9,569
Sales and marketing		190		828		1,499
Operations		489		1,105		1,734
Technology and development		12		604		785
Total equity-based compensation	$	3,258	$	8,802	$	13,652

The Company also recognized income tax benefits from stock compensation of $0.0 million, $0.9 million and $1.7 million for the years ended December 31, 2021, 2022 and 2023, respectively.

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, by 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.

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 had a 10-year contractual term and vested 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 table represents nonqualified stock option activity for the years ended December 31, 2022 and 2023:


	Number of options (in thousands)		Weighted average exercise price
Outstanding at December 31, 2021	391	$	15.60
Exercised	(92)		15.60
Forfeited	(21)		15.60
Expired	(6)		15.60
Outstanding at December 31, 2022	273		15.60
Exercised	(36)		15.60
Forfeited	(33)		15.60
Outstanding at December 31, 2023	204	$	15.60
Exercisable at December 31, 2023	204	$	15.60

There were no options granted during the years ended December 31, 2022 or 2023. As of December 31, 2023, all of the remaining option expense had been recognized and the aggregate intrinsic value of outstanding options was $0.0 million. Additionally, as of December 31, 2023, exercisable options and outstanding options both have a remaining weighted-average contractual term of five years.

Profits Interests

Prior to the Business Combination, Inspirato LLC granted awards of profits interests to certain key employees. In connection with the Business Combination, the profits interests were treated like other units in Inspirato LLC with respect to the consideration received as part of the Business Combination.

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 and, upon the vesting of each award, the newly vested New Common Units become available to be converted from Class V shares to Class A shares. If an executive terminated service, any unvested profits interests held by such executive would be forfeited to Inspirato LLC.

As of December 31, 2022 and 2023, there were 465,000 and 355,000, respectively, as-converted profits interests issued and outstanding and all have been fully vested as of December 31, 2023. 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) 795,000 shares of Class A Common Stock plus (ii) any shares subject to stock options or other awards that were assumed in the Business Combination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to

373,000 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) 995,000 shares of Class A Common Stock, (y) 5% of the total number of shares of all classes of the Company’s common stock as of the last day of the Company’s immediately preceding fiscal year and (z) such lesser amount determined by the 2021 Plan’s administrator. The 2021 Plan provides that the evergreen provision will operate only until the 10th anniversary of the earlier of the board or stockholder approval of the 2021 Plan. The RSUs vest 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. Once granted, the RSUs vest ratably over a period of one to four years. RSUs typically have a cliff vesting on the first anniversary and continue to vest quarterly thereafter.

The following table represents RSU activity for the years ended December 31, 2022 and December 31, 2023:


	Number of units (in thousands)		Weighted average grant date fair value
Outstanding at December 31, 2021	—	$	—
Granted	289		121.20
Vested	(5)		61.80
Forfeited	(8)		70.40
Outstanding at December 31, 2022	275		124.60
Granted	797		27.11
Vested	(174)		96.58
Forfeited	(171)		46.64
Outstanding at December 31, 2023	727	$	41.42

At December 31, 2023, there was $20.6 million of unrecognized compensation cost related to RSUs which is expected to be recognized over a weighted average period of 2.4 years.

Significant Accounting Policies - Revenue Recognition Subscription Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred revenue	$ 177,519	$ 186,054
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Expected useful life of subscriptions	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Expected useful life of subscriptions	1 year
Subscription Revenue
Deferred revenue	$ 1,000	$ 4,200

Significant Accounting Policies - Noncontrolling Interests (Details) - shares shares in Millions	Dec. 31, 2023	Dec. 31, 2022
Warrants exercised	8.6	8.6
Inspirato LLC \| Class V Common Stock
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners	45.10%
Inspirato Incorporated
Noncontrolling Interest, Ownership Percentage by Parent	54.90%

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Significant Accounting Policies

Schedule of reconciliation of previously reported balances to the adjusted balances

See the table below for a reconciliation of previously reported balances to the adjusted balances for this year’s presentation within the Consolidated Statements of Operations (in thousands):


	Previously Reported				Adjustment				Adjusted Presentation
	For the year ended December 31,				For the year ended December 31,				For the year ended December 31,
	2021		2022		2021		2022		2021		2022
Cost of revenue	$	152,747	$	228,362	$	—	$	39	$	152,747	$	228,401
General and administrative	$	50,477	$	68,383	$	(691)	$	(2,576)	$	49,786	$	65,807
Sales and marketing	$	27,821	$	38,540	$	190	$	828	$	28,011	$	39,368
Operations	$	26,814	$	41,267	$	489	$	1,105	$	27,303	$	42,372
Technology and development	$	4,914	$	13,615	$	12	$	604	$	4,926	$	14,219

Geographic Information (Tables)

12 Months Ended

Dec. 31, 2023

Geographical Information

Summary of principal geographic areas related to long lived assets

The following summary provides information concerning the Company’s principal geographic areas related to its physical long-lived assets for the years ended December 31, 2022 and 2023 (in thousands):


	December 31,
	2022		2023
Property and equipment, net	$	18,298	$	19,504
Right-of-use assets		271,702		209,702
Total	$	290,000	$	229,206
United States	$	205,469	$	171,332
Outside the United States	$	84,531	$	57,874

Summary of company's revenue by principal geographical area, based on location of cash receipts

The following summary provides information concerning the Company’s revenue by principal geographic area, determined based on the location of cash receipts (in thousands):


	Year Ended December 31,
	2021		2022		2023
United States	$	225,683	$	331,426	$	315,643
Outside the United States		9,064		14,104		13,457
Total	$	234,747	$	345,530	$	329,100

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue

Schedule of revenues

Revenues are as follows (in thousands):


	Year Ended December 31,
	2021		2022		2023


Travel	$	134,373	$	198,925	$	190,271
Subscription		100,024		145,651		137,606
Rewards and other revenue		350		954		1,223
Total	$	234,747	$	345,530	$	329,100

Schedule of assets and liabilities related to contracts with customers

Assets and liabilities related to contracts with members are as follows (in thousands):


	December 31,
	2022		2023
Assets:
Accounts receivable, net	$	3,140	$	3,306
Prepaid member travel	$	19,915	$	20,547
Other current assets	$	—	$	1,053
Other noncurrent assets	$	—	$	845

Liabilities:
Deferred revenue, current	$	167,733	$	160,493
Deferred revenue, noncurrent	$	18,321	$	17,026

Schedule of deferred revenue

Deferred revenue is comprised of the following (in thousands):


	December 31,
	2022		2023
Travel	$	86,931	$	81,613
Subscriptions		77,081		66,367
Travel credits		22,042		18,852
Rewards		—		10,687
Total		186,054		177,519
Less: Deferred revenue, noncurrent		18,321		17,026
Deferred revenue, current	$	167,733	$	160,493

Schedule of expected deferred revenue recognition

As of December 31, 2023, deferred revenue is expected to be recognized in the following years (in thousands):



Year ended	December 31,
2024	$	160,493
2025		11,789
2026		2,999
2027		1,310
2028 and thereafter		928
Total	$	177,519

Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Sales and marketing [member]
Advertising expenses	$ 7.1	$ 8.0	$ 8.5

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Measurements

Schedule of financial assets and liabilities measured at fair value on a recurring basis


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	80,278	$	—	$	—	$	80,278
Restricted cash		1,661		—		—		1,661
Total	$	81,939	$	—	$	—	$	81,939
Liabilities
Warrants	$	759	$	—	$	—	$	759


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	$	36,566	$	—	$	—	$	36,566
Restricted cash		5,700		—		—		5,700
Total	$	42,266	$	—	$	—	$	42,266
Liabilities
Note	$	—	$	—	$	23,854	$	23,854
Warrants		48		—		—		48
Total	$	48	$	—	$	23,854	$	23,902

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Increase in valuation allowance	$ 22,500
Net operating loss carryforwards	34,306	$ 24,501
Federal net operating loss	$ 75,700
Percentage of expects to benefit	85.00%
Percentage of expects to benefit remaining	15.00%
U.S. federal
Income Taxes
Net operating loss carryforwards	$ 140,600
State
Income Taxes
Net operating loss carryovers	$ 97,900

Equity-Based Compensation - Unit Option Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Equity Based Compensation
Equity-based compensation	$ 13,652	$ 8,802	$ 3,258
Recognized income tax benefits	1,700	900	0
Cost of revenue
Equity Based Compensation
Equity-based compensation	65	39
General and administrative
Equity Based Compensation
Equity-based compensation	9,569	6,226	2,567
Sales and marketing
Equity Based Compensation
Equity-based compensation	1,499	828	190
Operations
Equity Based Compensation
Equity-based compensation	1,734	1,105	489
Technology and development
Equity Based Compensation
Equity-based compensation	$ 785	$ 604	$ 12
Employee Stock Option [Member]
Unit Option Plan
Award term	10 years
Employee Stock Option [Member] \| Minimum
Unit Option Plan
Vesting period	3 years
Employee Stock Option [Member] \| Maximum
Unit Option Plan
Vesting period	5 years