0001558370-24-013965 | 10-Q | XBRL Viewer

Leases

9 Months Ended

Sep. 30, 2024

(8) Leases

The Company enters into operating leases primarily for standalone homes, luxury condos and hotel rooms and suites. As of September 30, 2024, active leases have remaining terms ranging from less than 1 year 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease expense	$	18,076	$	20,232	$	56,634	$	65,390
Variable lease expense	$	225	$	187	$	726	$	689

The maturities of the Company’s operating lease liabilities as of September 30, 2024 are as follows (in thousands):


Fiscal Year Ending	Operating leases
Remainder of 2024	$	18,574
2025		65,499
2026		45,570
2027		32,555
2028		23,767
2029 and thereafter		54,906
Total minimum lease payments		240,871
Less: interest expense		(48,232)
Present value of lease obligations		192,639
Less: current lease obligations		(55,276)
Long-term lease obligations	$	137,363

As of September 30, 2024, the Company was party to 10 leases that had not yet commenced. Future payments under these leases were $14.1 million as of September 30, 2024.

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


	September 30,	December 31,
	2024	2023
Weighted-average remaining lease term (in years)	5.1	5.6
Weighted-average discount rate	9.10%	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 three and nine months ended September 30, 2024, the Company reviewed cash flow forecasts of leases against the carrying value of their right-of-use assets. The Company determined that none of the right-of-use assets for leases had net carrying values that exceeded their estimated undiscounted future cash flows and therefore no impairment was recorded for the three and nine months ended September 30, 2024.

During the three and nine months ended September 30, 2023, the Company reviewed cash flow forecasts of leases against the carrying value of their right-of-use assets. The Company determined that the right-of-use assets for thirty-eight leases had net carrying values that exceeded their estimated undiscounted future cash flows. These leases were primarily related to one group of underperforming properties in a single geographic location. The Company then estimated the fair value of the asset groups based on their cash flows discounted at a rate commensurate with the risk involved and based on assumptions representative of market participants. The carrying values of the asset groups exceeded their fair values and, as a result, the Company recorded right-of-use asset impairments of $4.3 million and no impairment of property and equipment for the three months ended September 30, 2023 and right-of-use asset impairments of $34.0 million and property and equipment impairment of $0.3 million for the nine months ended September 30, 2023. These impairments are recorded in asset impairments and (gain) on lease termination within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Gain on Lease Termination

The Company entered into a Lease Termination and Surrender Agreement on August 12, 2024, subsequently amended on August 30, 2024, effective August 31, 2024, (the “Termination Agreement”) of certain previously impaired, underperforming leases under which the Company did not previously have termination rights. The Termination Agreement resulted in a decrease to the Company’s right-of-use assets of $4.6 million and corresponding decrease to operating lease liabilities of approximately $41.7 million, resulting in a gain on lease termination of $37.1 million, which was recorded to asset impairments and (gain) on lease termination within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Additionally, as part of the Termination Agreement, the Company agreed to pay a termination fee of $6.6 million, subject to certain adjustments, payable in installments from August 2024 to March 2025. The $6.6 million termination fee was recognized against asset impairments and (gain) on lease termination within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and the remaining unpaid termination fee of $5.7 million as of September 30, 2024 is recorded within accounts payable and accrued liabilities within the Company’s Condensed Consolidated Balance Sheet. Last, as part of the Termination Agreement, the Purchaser agreed to act as guarantor of the $6.6 million termination fee and as compensation for that guarantee the Company agreed to pay the Purchaser $0.6 million ratably over six months beginning January 2025, which was recorded to asset impairments and (gain) on lease termination within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and the balance due as of September 30, 2024 is recorded within accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheet.

Related Party Transactions	9 Months Ended
Sep. 30, 2024
Related Party Transactions
Related Party Transactions	(17) 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 the Company’s significant shareholders also hold a significant investment, primarily involving the continuation of services to Portico members until such memberships terminate. 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. Inspirato LLC was 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 three and nine months ended September 30, 2024, Inspirato recognized no related party expense related to these agreements as these property usage agreements had been terminated during 2023. For the three and nine months ended September 30, 2023, Inspirato recognized $0.0 million and $0.6 million, respectively, in related party expense related to these agreements, which is recorded to cost of revenue within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In March of 2024, Inspirato LLC entered into license agreements with Exclusive Resorts for use of certain of the Company’s leased properties. These agreements, as amended in April 2024, commence in May and September of 2024. The agreements have initial terms of three years, subject to early termination rights for both parties. Effective as of September 27, 2024, Inspirato LLC terminated one of these agreements. For the three and nine months ended September 30, 2024, $0.1 million and $0.2 million, respectively, of revenue was recognized in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Considering each agreement with Exclusive Resorts above, as of both September 30, 2024 and December 31, 2023, the amount due from Exclusive Resorts is $0.8 million and is recorded to accounts receivable, net – related parties on the Company’s Condensed Consolidated Balance Sheets. Further, Inspirato LLC has entered into lease agreements with certain former Company executives and board members whereby Inspirato LLC leases property from those executives and board members and pays those executives and board members a fee in advance of the leased property becoming available for occupancy. Total payments made under these lease agreements were less than $0.1 million during both the three and nine months ended September 30, 2024. Total payments made under these lease agreements were less than $0.1 million for both the three and nine months ended September 30, 2023. In August of 2024, the Company entered into the Termination Agreement of certain previously impaired, underperforming leases. Under the Termination Agreement, the Company agreed to pay a termination fee of $6.6 million, subject to certain adjustments, payable in installments from August 2024 to March 2025. As security for the Company’s obligation to pay the termination fee, the Purchaser agreed to guarantee such payment upon the occurrence of any of the following events: (i) the Company’s default in payment or performance of obligations, (ii) the Company’s voluntary petition in bankruptcy or insolvency or (iii) any proceeding filed or brought against the Company. In exchange for the Purchaser’s guarantee of the termination fee, the Company is paying the Purchaser $0.6 million ratably over six months beginning January 2025. Subsequent to the Investment Agreement with One Planet Group, the Company entered into various arrangements for expense reimbursements between One Planet Group and the Company relating to executive travel reimbursement and management consulting fees. Total payments were less than $0.1 million for both the three and nine months ended September 30, 2024.

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Related Party Transactions

(17) 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 the Company’s significant shareholders also hold a significant investment, primarily involving the continuation of services to Portico members until such memberships terminate. 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.

Inspirato LLC was 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 three and nine months ended September 30, 2024, Inspirato recognized no related party expense related to these agreements as these property usage agreements had been terminated during 2023. For the three and nine months ended September 30, 2023, Inspirato recognized $0.0 million and $0.6 million, respectively, in related party expense related to these agreements, which is recorded to cost of revenue within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

In March of 2024, Inspirato LLC entered into license agreements with Exclusive Resorts for use of certain of the Company’s leased properties. These agreements, as amended in April 2024, commence in May and September of 2024. The agreements have initial terms of three years, subject to early termination rights for both parties. Effective as of September 27, 2024, Inspirato LLC terminated one of these agreements. For the three and nine months ended September 30, 2024, $0.1 million and $0.2 million, respectively, of revenue was recognized in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Considering each agreement with Exclusive Resorts above, as of both September 30, 2024 and December 31, 2023, the amount due from Exclusive Resorts is $0.8 million and is recorded to accounts receivable, net – related parties on the Company’s Condensed Consolidated Balance Sheets.

Further, Inspirato LLC has entered into lease agreements with certain former Company executives and board members whereby Inspirato LLC leases property from those executives and board members and pays those executives and board members a fee in advance of the leased property becoming available for occupancy. Total payments made under these lease agreements were less than $0.1 million during both the three and nine months ended September 30, 2024. Total payments made under these lease agreements were less than $0.1 million for both the three and nine months ended September 30, 2023.

In August of 2024, the Company entered into the Termination Agreement of certain previously impaired, underperforming leases. Under the Termination Agreement, the Company agreed to pay a termination fee of $6.6 million, subject to certain adjustments, payable in installments from August 2024 to March 2025. As security for the Company’s obligation to pay the termination fee, the Purchaser agreed to guarantee such payment upon the occurrence of any of the following events: (i) the Company’s default in payment

or performance of obligations, (ii) the Company’s voluntary petition in bankruptcy or insolvency or (iii) any proceeding filed or brought against the Company. In exchange for the Purchaser’s guarantee of the termination fee, the Company is paying the Purchaser $0.6 million ratably over six months beginning January 2025.

Subsequent to the Investment Agreement with One Planet Group, the Company entered into various arrangements for expense reimbursements between One Planet Group and the Company relating to executive travel reimbursement and management consulting fees. Total payments were less than $0.1 million for both the three and nine months ended September 30, 2024.

- 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

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+ Details

Leases - Maturities of operating liabilities excluding short-term leases (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating leases
Remainder of 2024	$ 18,574
2025	65,499
2026	45,570
2027	32,555
2028	23,767
2029 and thereafter	54,906
Total minimum lease payments	240,871
Less: interest expense	(48,232)
Present value of lease obligations	192,639
Less: current lease obligations	(55,276)	$ (61,953)
Long-term lease obligations	$ 137,363	$ 196,875

Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Equity-Based Compensation
Total equity-based compensation	$ 11,674	$ 6,686	$ 17,224	$ 11,074
Recognized income tax benefits	1,100	800	2,000	1,300
Cost of revenue
Equity-Based Compensation
Total equity-based compensation	36	22	68	56
General and administrative
Equity-Based Compensation
Total equity-based compensation	6,865	4,850	10,870	7,830
Sales and marketing
Equity-Based Compensation
Total equity-based compensation	87	769	657	1,187
Operations
Equity-Based Compensation
Total equity-based compensation	191	722	767	1,360
Technology and development
Equity-Based Compensation
Total equity-based compensation	100	$ 323	467	$ 641
Restructuring charges
Equity-Based Compensation
Total equity-based compensation	$ 4,395		$ 4,395

- 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

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock Class A Common Stock	Common Stock Class V 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 as of beginning of period at Dec. 31, 2022	$ 6	$ 6	$ 245,652		$ (233,931)		$ (86,723)			$ (74,990)
Balance as of beginning of period (in shares) at Dec. 31, 2022	3,136,000	3,068,000
Increase (decrease) in members equity
Net income (loss) and comprehensive income (loss)					(2,896)		(3,007)			(5,903)
Equity-based compensation			657							657
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes			438							438
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares)	91,000
Issuance of Class A shares upon conversion of Class V shares	$ 1		(1,481)				1,480
Issuance of Class A shares upon conversion of Class V shares (in shares)	108,000	(108,000)
Balance as of end of period at Mar. 31, 2023	$ 7	$ 6	245,266	$ (96)	(236,923)	$ (108)	(88,358)		$ (204)	(80,002)
Balance as of end of period (in shares) at Mar. 31, 2023	3,335,000	2,960,000
Balance as of beginning of period at Dec. 31, 2022	$ 6	$ 6	245,652		(233,931)		(86,723)			(74,990)
Balance as of beginning of period (in shares) at Dec. 31, 2022	3,136,000	3,068,000
Increase (decrease) in members equity
Net income (loss) and comprehensive income (loss)										(77,997)
Balance as of end of period at Sep. 30, 2023	$ 7	$ 6	252,876		(276,996)		(117,457)			(141,564)
Balance as of end of period (in shares) at Sep. 30, 2023	3,454,000	2,924,000
Balance as of beginning of period at Mar. 31, 2023	$ 7	$ 6	245,266	$ (96)	(236,923)	$ (108)	(88,358)		$ (204)	(80,002)
Balance as of beginning of period (in shares) at Mar. 31, 2023	3,335,000	2,960,000
Increase (decrease) in members equity
Net income (loss) and comprehensive income (loss)					(23,420)		(23,252)			(46,672)
Equity-based compensation			3,731							3,731
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes			32							32
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares)	27,000
Issuance of Class A shares upon conversion of Class V shares			(683)				683
Issuance of Class A shares upon conversion of Class V shares (in shares)	32,000	(32,000)
Balance as of end of period at Jun. 30, 2023	$ 7	$ 6	248,346		(260,343)		(110,927)			(122,911)
Balance as of end of period (in shares) at Jun. 30, 2023	3,394,000	2,928,000
Increase (decrease) in members equity
Net income (loss) and comprehensive income (loss)					(16,653)		(8,769)			(25,422)
Equity-based compensation			6,686							6,686
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes			83							83
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares)	56,000
Issuance of Class A shares upon conversion of Class V shares			(2,239)				2,239
Issuance of Class A shares upon conversion of Class V shares (in shares)	4,000	(4,000)
Balance as of end of period at Sep. 30, 2023	$ 7	$ 6	252,876		(276,996)		(117,457)			(141,564)
Balance as of end of period (in shares) at Sep. 30, 2023	3,454,000	2,924,000
Balance as of beginning of period at Dec. 31, 2023	$ 7	$ 6	255,527		(285,782)		(124,456)			(154,698)
Balance as of beginning of period (in shares) at Dec. 31, 2023	3,537,000	2,907,000
Increase (decrease) in members equity
Net income (loss) and comprehensive income (loss)					1,263		986			2,249
Equity-based compensation			2,878							2,878
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes			(276)							(276)
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes (shares)	103,000
Issuance of Class A shares upon conversion of Class V shares			(1,091)				1,091
Issuance of Class A shares upon conversion of Class V shares (in shares)	36,000	(36,000)
Balance as of end of period at Mar. 31, 2024	$ 7	$ 6	257,038		(284,519)		(122,379)			(149,847)
Balance as of end of period (in shares) at Mar. 31, 2024	3,676,000	2,871,000
Balance as of beginning of period at Dec. 31, 2023	$ 7	$ 6	255,527		(285,782)		(124,456)			(154,698)
Balance as of beginning of period (in shares) at Dec. 31, 2023	3,537,000	2,907,000
Increase (decrease) in members equity
Net income (loss) and comprehensive income (loss)										$ (6,522)
Issuance of Class A shares upon conversion of Class V shares (in shares)								2,907,000
Issuance of Class A shares pursuant to Investment Agreement (in shares)										2,915,000
Balance as of end of period at Sep. 30, 2024	$ 10		154,307		(288,894)					$ (134,577)
Balance as of end of period (in shares) at Sep. 30, 2024	10,053,000
Balance as of beginning of period at Mar. 31, 2024	$ 7	$ 6	257,038		(284,519)		(122,379)			(149,847)
Balance as of beginning of period (in shares) at Mar. 31, 2024	3,676,000	2,871,000
Increase (decrease) in members equity
Net income (loss) and comprehensive income (loss)					(8,707)		(6,686)			(15,393)
Equity-based compensation			2,672							2,672
Issuance of common stock through employee stock purchase plan			84							84
Issuance of common stock through employee stock purchase plan (shares)	24,000
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes			(98)							(98)
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes (shares)	106,000
Issuance of Class A shares upon conversion of Class V shares			(1,706)				1,706
Issuance of Class A shares upon conversion of Class V shares (in shares)	13,000	(13,000)
Balance as of end of period at Jun. 30, 2024	$ 7	$ 6	257,990		(293,226)		(127,359)			(162,582)
Balance as of end of period (in shares) at Jun. 30, 2024	3,819,000	2,858,000
Increase (decrease) in members equity
Net income (loss) and comprehensive income (loss)					4,332		2,290			6,622
Equity-based compensation			11,674							11,674
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes			(291)							(291)
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes (shares)	461,000
Issuance of Class A shares upon conversion of Class V shares	$ 2	$ (6)	(125,065)				$ 125,069
Issuance of Class A shares upon conversion of Class V shares (in shares)	2,858,000	(2,858,000)						2,858,000
Issuance of Class A shares pursuant to Investment Agreement	$ 1		5,453							5,454
Issuance of Class A shares pursuant to Investment Agreement (in shares)	2,915,000
Issuance of Investment Warrants and Investment Agreement Option pursuant to the Investment Agreement			4,546							4,546
Balance as of end of period at Sep. 30, 2024	$ 10		$ 154,307		$ (288,894)					$ (134,577)
Balance as of end of period (in shares) at Sep. 30, 2024	10,053,000

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitment and Contingencies

Commitments and Contingencies

(14) 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 alleged 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 alleged 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 Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2022 and June 30, 2022. On July 16, 2024, the magistrate recommended the case be dismissed and the plaintiff filed a motion objecting to these recommendations on July 30, 2024. The Company responded to these objections and on September 23, 2024, the Court granted the Company’s motion to dismiss the lawsuit without prejudice. On October 23, 2024, the plaintiff filed an amended motion for the Court’s review.

Financial Guarantee Requirement

Inspirato LLC is a party to a financial guarantee requirement with a third party. The guarantee is satisfied through $30 million in surety bonds and $10 million in restricted cash with a credit card issuer. The surety bond agreements remain in effect and their term is continuous. The surety has the right to terminate the bonds upon 180 days’ notice. Inspirato LLC has the right to terminate the bonds upon termination and satisfaction of the agreement that the bonds secure.

Credit Card Reserve

The Company has a $10 million restricted cash reserve balance with a credit card issuer. As of September 30, 2024 and December 31, 2023, $10.0 million and $4.8 million, respectively, was reserved and is included in restricted cash within the Condensed Consolidated Balance Sheets.

Leases - Additional information about lease obligations (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Aug. 31, 2024 USD ($)	Sep. 30, 2024 USD ($) item lease	Sep. 30, 2023 USD ($) lease	Sep. 30, 2024 USD ($) item lease	Sep. 30, 2023 USD ($) lease	Dec. 31, 2023
Leases
Weighted-average remaining lease term (in years)		5 years 1 month 6 days		5 years 1 month 6 days		5 years 7 months 6 days
Weighted-average discount rate		9.10%		9.10%		8.23%
Lease liabilities
Number of leases impaired		0	38	0	38
Right-of-use asset impairments		$ 0	$ 4,300	$ 0	$ 34,000
Property and equipment impairment			$ 0		$ 300
Decrease in right-of-use asset	$ 4,600
Decrease in operating lease liabilities	41,700
Gain on lease termination	37,100			37,100
Termination fee was recognized against asset impairments and (gain) on lease termination	6,600
Lease termination fee payable	6,600	$ 5,700		$ 5,700
Termination fee, Purchaser as Guarantor	6,600
Compensation for guarantee, payable to the Purchaser	$ 600
Pay period for compensation for guarantee	6 months
Operating lease, lease not yet commenced
Lease liabilities
Number of leases \| lease		10		10
Purchases not yet commenced				$ 14,100

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property and Equipment, Net

Schedule of property and equipment

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


	Useful Life	September 30,		December 31,
	(years)	2024		2023
Residence leasehold improvements	3	$	21,414	$	21,372
Internal-use software	3		18,092		16,510
Corporate office leasehold improvements	3		3,901		5,323
Furniture, fixtures and equipment	5		1,262		1,214
Computer equipment	3		1,114		1,114
Residence vehicles	5		583		689
Property and equipment, gross			46,366		46,222
Accumulated depreciation and amortization			(30,500)		(26,718)
Property and equipment, net		$	15,866	$	19,504

Commitments and Contingencies (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitment and Contingencies
Restricted cash	$ 10,660	$ 5,700
Surety bonds
Commitment and Contingencies
Financial guarantee requirement amount	$ 30,000
Period of notice to terminate	180 days
Credit Card Reserve
Commitment and Contingencies
Financial guarantee requirement amount	$ 10,000
Restricted cash	10,000	$ 4,800
Reserve requirement	$ 10,000

Equity-Based Compensation - Performance-Based Equity Grant (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Equity-Based Compensation
Total equity-based compensation	$ 11,674	$ 6,686	$ 17,224	$ 11,074
Performance shares
Equity-Based Compensation
Number of shares outstanding	500,000		500,000
Unrecognized compensation	$ 500		$ 500
Performance shares \| Maximum
Equity-Based Compensation
Total equity-based compensation	$ 100		$ 100

- Definition

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

+ References

+ Details

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

9 Months Ended

Sep. 30, 2024

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

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

(11) 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.

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 income (loss) per share is calculated by taking net income (loss) attributable to Inspirato Incorporated divided by weighted-average Class A Common Stock outstanding. 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.

The following table presents the Company’s basic EPS for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss) attributable to Inspirato Incorporated	$	4,332	$	(16,653)	$	(3,112)	$	(42,969)
Weighted average Class A Shares outstanding, Basic		5,639		3,419		4,326		3,339
Net income (loss) attributable to Inspirato Incorporated per Class A Share, Basic	$	0.77	$	(4.87)	$	(0.72)	$	(12.87)

The following table presents the Company’s diluted EPS for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss) attributable to Inspirato Incorporated	$	4,332	$	(16,653)	$	(3,112)	$	(42,969)
Impact of Note interest and fair market value adjustment attributable to Inspirato Incorporated Class A Shares		267		—		—		—
Net income (loss) attributable to common stockholders	$	4,599	$	(16,653)	$	(3,112)	$	(42,969)

Weighted average Class A Shares outstanding, Basic		5,639		3,419		4,326		3,339
Effect of dilutive securities		1,783		—		—		—
Weighted average Class A Shares outstanding, Diluted		7,422		3,419		4,326		3,339

Net income (loss) attributable to Inspirato Incorporated per Class A Share, Diluted	$	0.62	$	(4.87)	$	(0.72)	$	(12.87)

Due to the net loss attributable to Inspirato Incorporated for the three months ended September 30, 2023 and the nine months ended September 30, 2024 and 2023, diluted weighted-average Class A shares outstanding are equal to basic weighted-average shares outstanding as the effect of any incremental equity awards is anti-dilutive. Additionally, the following securities are excluded from the computation of diluted shares for the three and nine months ended September 30, 2024 and 2023 due to their anti-dilutive effects (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Restricted stock units		601		866		694		860
Performance-based units		261		—		88		—
Stock options		142		222		165		239
Public Warrants		431		431		431		431
Investment Warrants		—		—		192		—
Investment Agreement Option		—		—		1,458		—
Note		—		833		902		833
Anti-dilutive securities		1,435		2,352		3,930		2,363

Restructuring Charges (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring Charges

Schedule of components of restructuring charges

The following table presents the components of restructuring charges during the three and nine months ended September 30, 2024 (in thousands):


Cash Restructuring Charges:
Severance and other employee-related benefits	$	1,846
Termination of the TRA		250
Other restructuring charges		494
Total Cash Restructuring Charges		2,590
Non-Cash Restructuring Charges:
Acceleration of equity-based compensation		4,395
Total Restructuring Charges	$	6,985

Equity-Based Compensation - Unit Option Plan (Details) - Employee Stock Option - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Equity-Based Compensation
Options outstanding	132,000		132,000		204,000
Exercisable	132,000		132,000		204,000
Options exercised	0	56,000	0	174,000
Exercised (in dollars per share)		$ 15.60		$ 15.60

- Definition

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

+ References

+ Details

Debt

9 Months Ended

Sep. 30, 2024

Debt

Debt

(7) Debt

Convertible Note

On August 7, 2023, the Company entered into an investment agreement with Oakstone Ventures, Inc. (“Oakstone”), an affiliate of Capital One Services, LLC (“Capital One”), relating to the sale and issuance to Oakstone 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. The total net proceeds from this offering were $23.1 million, after deducting $1.9 million of debt issuance costs.

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 the Company has elected to pay interest in kind by increasing the outstanding principal amount of the Note by the amount of interest payable on such interest payment date. As of September 30, 2024 and December 31, 2023, the outstanding amount of the Note was $27.1 million and $25.5 million, respectively.

The current conversion price of the Note is $30 per share and on or after September 29, 2026, 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. The Note also includes a minimum liquidity threshold of $10 million.

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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). A fair value loss of $0.1 million and a fair value gain of $3.8 million for the three and nine months ended September 30, 2024, respectively, were recorded in loss (gain) on fair value instruments within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Loan Facility

In October 2020, the Company obtained a revolving line of credit that was scheduled to mature in October 2023 and was terminated in March 2023. The facility had a limit of $14 million. There was no interest expense related to the facility for the three and nine months ended September 30, 2023.

Interest, Net

The Company incurred net interest expense of $0.5 million and $1.2 million for the three and nine months ended September 30, 2024, respectively, and $1.7 million and $1.2 million for the three and nine months ended September 30, 2023, respectively, which has been recognized to interest, net within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company incurred interest expense on the Note of $0.6 million and $1.6 million during the three and nine months ended September 30, 2024, respectively, and $2.0 million during both the three and nine months ended September 30, 2023. The interest expense was offset by interest income from the Company’s banking relationship of $0.1 million and $0.4 million for the three and nine months ended September 30, 2024, respectively, and $0.3 million and $0.8 million for the three and nine months ended September 30, 2023, respectively.

- 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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: 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

Leases - Operating lease expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating lease expense
Operating lease expense	$ 18,076	$ 20,232	$ 56,634	$ 65,390
Variable lease expense	$ 225	$ 187	$ 726	$ 689
Minimum
Leases
Active leases, initial term	1 year		1 year
Maximum
Leases
Active leases, initial term	19 years		19 years

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Significant Accounting Policies

Basis of Presentation

(a) Basis of Presentation

These unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements and the accompanying notes (collectively, the “Condensed Consolidated Financial Statements”) should be read together with the audited consolidated financial statements and accompanying notes included in the Company’s 2023 Form 10-K, which was filed with the SEC on March 12, 2024.

These Condensed Consolidated Financial Statements have been prepared on the same basis as the audited annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2024 and the results of operations for the three and nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period.

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

See Note 2, Significant Accounting Policies to the consolidated financial statements in the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2024, for a summary and discussion of the Company’s significant accounting policies, except as updated below.

Reclassification of Prior Year Presentation

(b) Reclassification of Prior Year Presentation

To conform with the current year’s presentation where equity-based compensation is allocated between the applicable financial statement line items within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), the Company reclassified $1.8 million and $3.2 million of equity-based compensation expense for the three and nine months ended September 30, 2023, respectively, out of general and administrative and into cost of revenue, sales and marketing, operations, and technology and development. This adjustment impacted the Company’s gross margin presented within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2023 by the amount of equity-based compensation reclassified to cost of revenue. This adjustment did not impact the Company’s net loss presented within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2023. This adjustment did not impact previously reported amounts on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Equity (Deficit) or Condensed 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):


	For the three months ended September 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	57,704	$	22	$	57,726
General and administrative	$	23,487	$	(1,836)	$	21,651
Sales and marketing	$	8,600	$	769	$	9,369
Operations	$	8,623	$	722	$	9,345
Technology and development	$	2,355	$	323	$	2,678


	For the nine months ended September 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	182,442	$	56	$	182,498
General and administrative	$	59,482	$	(3,244)	$	56,238
Sales and marketing	$	23,201	$	1,187	$	24,388
Operations	$	23,247	$	1,360	$	24,607
Technology and development	$	8,724	$	641	$	9,365

Use of Estimates

The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the 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.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events

Subsequent Events

(20) Subsequent Events

On October 22, 2024, the Company entered into the Secondary Investment Agreement with the Secondary Purchasers, to sell approximately 757,576 shares of Class A Common Stock, $0.0001 par value per share, at $3.96 per share, the closing price at October 22, 2024, for an aggregate purchase price of $3.0 million. The closing of the transactions contemplated by the Secondary Investment Agreement occurred on October 24, 2024.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Significant Accounting Policies

Significant Accounting Policies

(2) Significant Accounting Policies

(a) Basis of Presentation

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

(b) Reclassification of Prior Year Presentation


	For the three months ended September 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	57,704	$	22	$	57,726
General and administrative	$	23,487	$	(1,836)	$	21,651
Sales and marketing	$	8,600	$	769	$	9,369
Operations	$	8,623	$	722	$	9,345
Technology and development	$	2,355	$	323	$	2,678


	For the nine months ended September 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	182,442	$	56	$	182,498
General and administrative	$	59,482	$	(3,244)	$	56,238
Sales and marketing	$	23,201	$	1,187	$	24,388
Operations	$	23,247	$	1,360	$	24,607
Technology and development	$	8,724	$	641	$	9,365

Significant Accounting Policies - Reclassification of Prior Year Presentation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Significant Accounting Policies
Cost of revenue	$ 49,620	$ 57,726	$ 149,345	$ 182,498
General and administrative	19,795	21,651	48,438	56,238
Sales and marketing	7,209	9,369	24,707	24,388
Operations	5,269	9,345	17,058	24,607
Technology and development	1,728	2,678	6,044	9,365
General and administrative, equity-based compensation	$ 11,674	6,686	$ 17,224	11,074
Conversion
Significant Accounting Policies
General and administrative, equity-based compensation		1,800		3,200
Previously Reported
Significant Accounting Policies
Cost of revenue		57,704		182,442
General and administrative		23,487		59,482
Sales and marketing		8,600		23,201
Operations		8,623		23,247
Technology and development		2,355		8,724
Adjustment
Significant Accounting Policies
Cost of revenue		22		56
General and administrative		(1,836)		(3,244)
Sales and marketing		769		1,187
Operations		722		1,360
Technology and development		$ 323		$ 641

Equity-Based Compensation - 2021 Plan and Inducement Plan (Details)		9 Months Ended
	Aug. 13, 2024 USD ($) $ / shares shares	Sep. 30, 2024 shares	Sep. 30, 2023 shares
Restricted Stock Units
Equity-Based Compensation
Restricted stock units		975,000	793,000
Performance based equity grant
Equity-Based Compensation
Consecutive trading days \| $	30
Performance based equity grant \| Class A Common Stock
Equity-Based Compensation
Restricted stock units	500,000
Share price \| $ / shares	$ 15.00
2021 Equity Incentive Plan \| Restricted Stock Units \| Minimum
Equity-Based Compensation
Vesting period		1 year
2021 Equity Incentive Plan \| Restricted Stock Units \| Maximum
Equity-Based Compensation
Vesting period		4 years
Inducement Plan 2024
Equity-Based Compensation
Number of shares authorized	2,000,000.0
Inducement Plan 2024 \| Restricted Stock Units \| Class A Common Stock
Equity-Based Compensation
Restricted stock units	500,000
Vesting period	3 years
Inducement Plan 2024 \| Restricted Stock Units \| Class A Common Stock \| 1-year vesting period
Equity-Based Compensation
Vesting percentage	25.00%
Inducement Plan 2024 \| Restricted Stock Units \| Class A Common Stock \| 3-year vesting period
Equity-Based Compensation
Vesting percentage	75.00%

Accounts Payable and Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

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):


	September 30,		December 31,
	2024		2023
Trade creditors	$	16,518	$	11,644
Occupancy taxes payable		5,798		6,823
Compensation accruals		3,749		3,786
Income and other taxes payable		332		495
Accounts payable and accrued liabilities	$	26,397	$	22,748

Supplemental Financial Information (Tables)

9 Months Ended

Sep. 30, 2024

Supplemental Financial Information

Schedule of supplemental and non-cash investing and financing activities

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


	Nine months ended September 30,
	2024		2023
Supplemental cash flow information:
Cash paid for income taxes	$	132	$	12
Significant non-cash transactions:
Conversion of Class V to Class A stock	$	127,868	$	—
Accounting principle adoption	$	—	$	204
Fixed assets purchased but unpaid, included in accounts payable at period end	$	701	$	1,009
Operating lease right-of-use assets exchanged for lease obligations	$	23,588	$	52,629

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 4,332	$ (16,653)	$ (3,112)	$ (42,969)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Subparagraph (SX 210.5-03(20))
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/exampleRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property and Equipment, Net

Property and Equipment, Net

(5) Property and Equipment, Net

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


	Useful Life	September 30,		December 31,
	(years)	2024		2023
Residence leasehold improvements	3	$	21,414	$	21,372
Internal-use software	3		18,092		16,510
Corporate office leasehold improvements	3		3,901		5,323
Furniture, fixtures and equipment	5		1,262		1,214
Computer equipment	3		1,114		1,114
Residence vehicles	5		583		689
Property and equipment, gross			46,366		46,222
Accumulated depreciation and amortization			(30,500)		(26,718)
Property and equipment, net		$	15,866	$	19,504

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Significant Accounting Policies

Schedule of reconciliation of previously reported balances to the adjusted balances


	For the three months ended September 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	57,704	$	22	$	57,726
General and administrative	$	23,487	$	(1,836)	$	21,651
Sales and marketing	$	8,600	$	769	$	9,369
Operations	$	8,623	$	722	$	9,345
Technology and development	$	2,355	$	323	$	2,678


	For the nine months ended September 30, 2023
	Previously Reported		Adjustment		Adjusted Presentation
Cost of revenue	$	182,442	$	56	$	182,498
General and administrative	$	59,482	$	(3,244)	$	56,238
Sales and marketing	$	23,201	$	1,187	$	24,388
Operations	$	23,247	$	1,360	$	24,607
Technology and development	$	8,724	$	641	$	9,365

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property and Equipment, Net
Property and equipment, gross	$ 46,366	$ 46,222
Accumulated depreciation and amortization	(30,500)	(26,718)
Property and equipment, net	$ 15,866	19,504
Residence leasehold improvements
Property and Equipment, Net
Useful Life (years)	3 years
Property and equipment, gross	$ 21,414	21,372
Internal-use software
Property and Equipment, Net
Useful Life (years)	3 years
Property and equipment, gross	$ 18,092	16,510
Corporate office leasehold improvements
Property and Equipment, Net
Useful Life (years)	3 years
Property and equipment, gross	$ 3,901	5,323
Furniture, fixtures and equipment
Property and Equipment, Net
Useful Life (years)	5 years
Property and equipment, gross	$ 1,262	1,214
Computer equipment
Property and Equipment, Net
Useful Life (years)	3 years
Property and equipment, gross	$ 1,114	1,114
Residence vehicles
Property and Equipment, Net
Useful Life (years)	5 years
Property and equipment, gross	$ 583	$ 689

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share - Anti-dilutive securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Anti-dilutive securities
Anti-dilutive securities	1,435	2,352	3,930	2,363
Restricted stock units
Anti-dilutive securities
Anti-dilutive securities	601	866	694	860
Performance-based equity awards
Anti-dilutive securities
Anti-dilutive securities	261		88
Employee Stock Option
Anti-dilutive securities
Anti-dilutive securities	142	222	165	239
Public Warrants
Anti-dilutive securities
Anti-dilutive securities	431	431	431	431
Investment Warrants
Anti-dilutive securities
Anti-dilutive securities			192
Investment Agreement Option
Anti-dilutive securities
Anti-dilutive securities			1,458
Note
Anti-dilutive securities
Anti-dilutive securities		833	902	833

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

Fair Value Measurements

(15) 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 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 September 30, 2024 and December 31, 2023 based on the three-tier fair value hierarchy (in thousands):


		September 30, 2024
	Balance Sheet Classification	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	Cash and cash equivalents	$	13,479	$	—	$	—	$	13,479
Restricted cash	Restricted cash		10,660		—		—		10,660
Total		$	24,139	$	—	$	—	$	24,139
Liabilities
Convertible note	Convertible note	$	—	$	—	$	21,642	$	21,642
Public warrants	Other noncurrent liabilities		147		—		—		147
Total		$	147	$	—	$	21,642	$	21,789


		December 31, 2023
	Balance Sheet Classification	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	Cash and cash equivalents	$	36,566	$	—	$	—	$	36,566
Restricted cash	Restricted cash		5,700		—		—		5,700
Total		$	42,266	$	—	$	—	$	42,266
Liabilities
Convertible note	Convertible note	$	—	$	—	$	23,854	$	23,854
Public warrants	Other noncurrent liabilities		48		—		—		48
Total		$	48	$	—	$	23,854	$	23,902

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 financial guarantee. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value. As of September 30, 2024 and December 31, 2023, the Company had $13.5 million and $36.6 million, respectively, of cash and cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had $10.7 million and $5.7 million, respectively, of restricted cash.

Public Warrants

The Company is party to issued and outstanding Public Warrants, which have been recorded within other noncurrent liabilities within the Condensed Consolidated Balance Sheets. The Company accounts for the Public Warrants as liabilities at fair value as the Public Warrants do not meet the criteria for classification within equity. 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 and are subject to remeasurement at each balance sheet date. During the three and nine months ended September 30, 2024, the Company recognized less than $0.1 million and $0.1 million, respectively, in fair market value adjustments, and during the three and nine months ended September 30, 2023, the Company recognized $0.3 million and $0.5 million, respectively, in fair market value adjustments. Fair market value adjustments are recognized to loss (gain) on fair value instruments within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Convertible Note

The estimated fair value of the 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.

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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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	10,053,000	3,537,000
Common Stock, shares outstanding	10,053,000	3,537,000
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	0	2,907,000
Common Stock, shares outstanding	0	2,907,000

Debt - Loan Facility (Details) - Loan Facility - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Oct. 31, 2020
Debt
Maximum borrowing capacity			$ 14
Interest expense	$ 0	$ 0

- Definition

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

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Revenue	$ 69,114	$ 82,598	$ 216,741	$ 258,390
Cost of revenue (including depreciation of $1,677 and $2,323 during the three months ended September 30, 2024 and 2023, respectively, and $4,418 and $4,054 during the nine months ended September 30, 2024 and 2023, respectively)	49,620	57,726	149,345	182,498
Asset impairments and (gain) on lease termination	(29,895)	4,294	(29,895)	34,348
Gross margin	49,389	20,578	97,291	41,544
General and administrative (including depreciation of $377 and $141 during the three months ended September 30, 2024 and 2023, respectively, and $1,070 and $141 during the nine months ended September 30, 2024 and 2023, respectively)	19,795	21,651	48,438	56,238
Sales and marketing	7,209	9,369	24,707	24,388
Operations	5,269	9,345	17,058	24,607
Technology and development	1,728	2,678	6,044	9,365
Depreciation and amortization	1,010	998	3,024	2,992
Interest expense, net	454	1,731	1,150	1,204
Gain on fair value instruments	158	(267)	(3,675)	(543)
Restructuring charges	6,985		6,985
Other expense (income), net	8	3	(269)	381
Income (loss) and comprehensive income (loss) before income taxes	6,773	(24,930)	(6,171)	(77,088)
Income tax expense	151	492	351	909
Net income (loss) and comprehensive income (loss)	6,622	(25,422)	(6,522)	(77,997)
Net (income) loss and comprehensive (income) loss attributable to noncontrolling interests	(2,290)	8,769	3,410	35,028
Net income (loss) and comprehensive income (loss) attributable to Inspirato Incorporated	$ 4,332	$ (16,653)	$ (3,112)	$ (42,969)
Basic net income (loss) attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ 0.77	$ (4.87)	$ (0.72)	$ (12.87)
Diluted net income (loss) attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ 0.62	$ (4.87)	$ (0.72)	$ (12.87)

Prepaid Expenses and Prepaid Member Travel (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expenses and Prepaid Member Travel
Prepaid member travel	$ 14,485	$ 20,547
Prepaid expenses
Software	1,100	2,899
Insurance	1,934	1,873
Property operations	483	720
Operating supplies	465	643
Total	$ 3,982	$ 6,135

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue

Schedule of revenues

Revenues are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Travel	$	42,571	$	49,065	$	131,091	$	152,224
Subscription		22,998		33,344		76,303		105,893
Rewards and other revenue		3,545		189		9,347		273
Total	$	69,114	$	82,598	$	216,741	$	258,390

Schedule of assets and liabilities related to contracts with members

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


	September 30,		December 31,
	2024		2023
Assets:
Accounts receivable, net	$	2,525	$	3,306
Prepaid member travel	$	14,485	$	20,547
Other current assets	$	1,168	$	1,053
Other noncurrent assets	$	1,116	$	845

Liabilities:
Deferred revenue, current	$	135,791	$	160,493
Deferred revenue, noncurrent	$	28,267	$	17,026

Schedule of deferred revenue

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


	September 30,		December 31,
	2024		2023
Travel	$	72,147	$	81,613
Subscriptions		63,171		66,367
Travel credits		17,818		18,852
Rewards		10,922		10,687
Total		164,058		177,519
Less: Deferred revenue, noncurrent		28,267		17,026
Deferred revenue, current	$	135,791	$	160,493

Equity-Based Compensation - RSU's - Others (Details) - Restricted Stock Units $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)
Equity-Based Compensation
Unrecognized compensation	$ 6.0	$ 6.0
Period expense remaining to be recognized		2 years 2 months 12 days
Unrecognized cost, non options	$ 10.2	$ 11.0

- Definition

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

+ References

+ Details

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

9 Months Ended

Sep. 30, 2024

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

Schedule of basic and diluted earnings per share

The following table presents the Company’s basic EPS for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss) attributable to Inspirato Incorporated	$	4,332	$	(16,653)	$	(3,112)	$	(42,969)
Weighted average Class A Shares outstanding, Basic		5,639		3,419		4,326		3,339
Net income (loss) attributable to Inspirato Incorporated per Class A Share, Basic	$	0.77	$	(4.87)	$	(0.72)	$	(12.87)

The following table presents the Company’s diluted EPS for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income (loss) attributable to Inspirato Incorporated	$	4,332	$	(16,653)	$	(3,112)	$	(42,969)
Impact of Note interest and fair market value adjustment attributable to Inspirato Incorporated Class A Shares		267		—		—		—
Net income (loss) attributable to common stockholders	$	4,599	$	(16,653)	$	(3,112)	$	(42,969)

Weighted average Class A Shares outstanding, Basic		5,639		3,419		4,326		3,339
Effect of dilutive securities		1,783		—		—		—
Weighted average Class A Shares outstanding, Diluted		7,422		3,419		4,326		3,339

Net income (loss) attributable to Inspirato Incorporated per Class A Share, Diluted	$	0.62	$	(4.87)	$	(0.72)	$	(12.87)

Schedule of anti-dilutive securities

Additionally, the following securities are excluded from the computation of diluted shares for the three and nine months ended September 30, 2024 and 2023 due to their anti-dilutive effects (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Restricted stock units		601		866		694		860
Performance-based units		261		—		88		—
Stock options		142		222		165		239
Public Warrants		431		431		431		431
Investment Warrants		—		—		192		—
Investment Agreement Option		—		—		1,458		—
Note		—		833		902		833
Anti-dilutive securities		1,435		2,352		3,930		2,363

Employee Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Contribution expense	$ 0.0	$ 0.2	$ 0.0	$ 1.1
ESPP
Minimum full time employment period required			6 months
ESPP \| Class A Common Stock
Number of shares authorized	200,000		200,000
Number of shares granted	117,000		117,000		141,000
Offering period to enroll in the plan			6 months
Employee subscription rate	85.00%		85.00%
Number of shares issued	0	0	24,000	0

Subsequent Events (Details) - Class A Common Stock - USD ($) $ / shares in Units, $ in Millions	Oct. 22, 2024	Sep. 30, 2024	Aug. 12, 2024	Dec. 31, 2023
Subsequent Events
Common Stock, par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Price per share (in dollars per share)			$ 3.43
Subsequent Events
Subsequent Events
Shares reserved for future issuance	757,576
Common Stock, par value (in dollars per share)	$ 0.0001
Price per share (in dollars per share)	$ 3.96
Future share issue aggregate purchase price	$ 3.0

Debt - Convertible Debt (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Sep. 29, 2023	Aug. 07, 2023	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 26, 2023
Debt
Carrying value			$ 21,642	$ 21,642	$ 23,854
Minimum liquidity threshold			10,000	10,000
Fair value gains			$ 100	$ 3,800
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]			Gain (Loss) On Fair Value Instruments	Gain (Loss) On Fair Value Instruments
Oakstone Ventures, Inc. \| Senior Secured Convertible Note due 2028
Debt
Interest rate	8.00%	8.00%
Strategic investment amount		$ 25,000
Net proceeds from offering	$ 23,100
Debt issuance costs	$ 1,900
Carrying value			$ 27,100	$ 27,100	$ 25,500
Conversion price per share						$ 30

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 24, 2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Securities Act File Number	001-39791
Entity Registrant Name	INSPIRATO INCORPORATED
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2426959
Entity Address, Address Line One	1544 Wazee Street
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	586-7771
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	ISPO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001820566
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Stock
Entity Common Stock, Shares Outstanding		10,815,266
Class V Common Stock
Entity Common Stock, Shares Outstanding		0
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

Noncontrolling Interest

9 Months Ended

Sep. 30, 2024

Noncontrolling Interest

Noncontrolling Interest

(13) Noncontrolling Interest

On August 30, 2024, the Board of Managers of Inspirato LLC approved a mandatory exchange of all units in Inspirato LLC, other than those held by the Company (the “Mandatory Exchange”). Pursuant to the Mandatory Exchange, each member of Inspirato LLC other than the Company exchanged their common units for a number of shares of Class A Common Stock of the Company equal to the number of common units exchanged. This exchange also involved the surrender and cancellation of the same number of outstanding shares of Class V Common Stock of the Company held by such members. The Mandatory Exchange occurred on September 30, 2024 and as of September 30, 2024, there is no remaining noncontrolling interest as Inspirato Incorporated fully owns Inspirato LLC.

As of December 31, 2023, the noncontrolling interests owned 45.1% of Inspirato LLC. During the three and nine months ended September 30, 2024, the Company issued 2,858,000 shares and 2,907,000 shares, respectively, of Class A Common Stock in exchange for the same number of 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):


	Common Units
	Inspirato Incorporated	Continuing Inspirato LLC Members	Continuing Inspirato LLC Members subject to vesting	Total
Balance as of January 1, 2023	3,136	2,983	85	6,204
Conversion of Class V to Class A	144	(144)	—	—
Vesting of profits interests	—	79	(79)	—
Issuance of Common Stock from net option exercises and vesting of restricted stock units	174	—	—	174
Balance as of September 30, 2023	3,454	2,918	6	6,378

Balance as of January 1, 2024	3,537	2,907	—	6,444
Conversion of Class V to Class A	2,907	(2,907)	—	—
Issuance of Common Stock pursuant to Investment Agreement	2,915	—	—	2,915
Issuance of Common Stock from employee stock purchases and vesting of restricted stock units	694	—	—	694
Balance as of September 30, 2024	10,053	—	—	10,053

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Aug. 31, 2024	Dec. 31, 2023
Related party transactions
Revenue	$ 69,114	$ 82,598	$ 216,741	$ 258,390
Lease termination fee payable	5,700		5,700		$ 6,600
Related Party
Related party transactions
Accounts receivable, net	842		842			$ 842
Exclusive Resorts \| Related Party
Related party transactions
Accounts receivable, net	800		800			$ 800
Expense recognized	0	0	$ 0	600
Initial term of license agreements			3 years
Revenue	100		$ 200
Related party lease agreements \| Related Party
Related party transactions
Lease termination fee payable					6,600
Purchaser's guaranty of the termination fee					$ 600
Related party lease agreements \| Related Party \| Maximum
Related party transactions
Payments to related party	100	$ 100	100	$ 100
Investment Agreement With One Planet Group \| Related Party \| Maximum
Related party transactions
Payments to related party	$ 100		$ 100

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Taxes

Income Taxes

(9) Income Taxes

As of September 30, 2024, Inspirato Incorporated holds 100.0% of the economic and voting interest in Inspirato LLC (see Note 13), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income or loss is passed through to its members and included in their tax returns, even though such net taxable income may not have actually been distributed. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its 100.0% distributive share of the net taxable income of Inspirato LLC. Inspirato Incorporated is also subject to taxes in foreign jurisdictions.

The effective income tax rate was 2.2% and negative 5.7% for the three and nine months ended September 30, 2024, respectively, and negative 2.0% and negative 1.2% for the three and nine months ended September 30, 2023, respectively. The income tax expense within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) represents amounts owed to state and foreign taxing authorities.

The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Inspirato Incorporated as of September 30, 2024 and December 31, 2023, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances.

On February 11, 2022, the Company entered into a Tax Receivable Agreement (the "TRA"). Under the TRA, the Company was generally required to pay holders of the noncontrolling interests in Inspirato LLC, who also held noneconomic voting interests in Inspirato Incorporated through their ownership of Class V Common Stock of Inspirato Incorporated (the “Continuing Inspirato Members”), 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company realized directly or indirectly (or were 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).

On August 9, 2024, the TRA was terminated by the Company and the other signatory parties. As consideration for the termination, the Company paid a full and final settlement amount of $0.3 million, which is presented within restructuring charges within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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

As of September 30, 2024, the Company has recorded amounts related to indirect taxes, uncertain tax positions and foreign income taxes, totaling $3.0 million, within other noncurrent liabilities on the Condensed Consolidated Balance Sheets based on its current estimate of their realizability.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Employee Benefit Plans

9 Months Ended

Sep. 30, 2024

Employee Benefit Plans

Employee Benefit Plans

(16) 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. At September 30, 2024 and December 31, 2023, the Company had approximately 117,000 and 141,000 shares, respectively, of Class A Common Stock which remain available for issuance under the ESPP. Generally, all full-time employees who have been employed by Inspirato for at least six months 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 three and nine months ended September 30, 2024, there were no and 24,000, respectively, employee purchases of Class A Common Stock through the ESPP. During both the three and nine months ended September 30, 2023, there were no employee purchases of Class A Common Stock through the ESPP.

401(k) Employee Savings Plan

The Company sponsors a defined contribution 401(k) plan that covers substantially all employees. During both the three and nine months ended September 30, 2024, the Company made no matching contributions. During the three and nine months ended September 30, 2023, the Company matched $0.2 million and $1.1 million, respectively.

Income Taxes - Narrative (Details) - USD ($) $ in Millions			3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Aug. 09, 2024	Feb. 11, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Taxes
Effective tax rate			2.20%	(2.00%)	(5.70%)	(1.20%)
Percentage of expects to benefit		85.00%
Payment to settle TRA	$ 0.3
Other noncurrent assets
Income Taxes
Indirect taxes, uncertain tax positions and foreign income taxes liabilities			$ 3.0		$ 3.0
Inspirato LLC \| Reverse Capitalization
Income Taxes
Ownership (as a percent)			100.00%		100.00%

Noncontrolling Interest (Details) - shares	3 Months Ended	9 Months Ended
Noncontrolling Interest (Details) - shares	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Class A Common Stock
Noncontrolling Interest
Issuance of Class A shares upon conversion of Class V shares (in shares)	2,858,000	2,907,000
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Non controlling interest percentage	0.00%	0.00%	45.10%

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (6,522)	$ (77,997)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,512	7,047
Loss on disposal of fixed assets	216	589
Gain on fair value instruments	(3,675)	(543)
Asset impairments and (gain) on lease termination	(29,895)	34,348
Paid-in-kind interest	1,561
Equitybased compensation	17,224	11,074
Amortization of right-of-use assets	45,262	63,408
Changes in operating assets and liabilities:
Accounts receivable, net	781	1,667
Accounts receivable, net - related parties		(185)
Prepaid member travel	6,062	2,275
Prepaid expenses	2,153	1,581
Other assets	(198)	(110)
Accounts payable and accrued liabilities	(3,258)	(3,594)
Deferred revenue	(13,461)	(18,828)
Lease liabilities	(48,067)	(66,137)
Other liabilities	591
Net cash used in operating activities	(22,713)	(45,405)
Cash flows from investing activities:
Development of internal-use software	(528)	(5,924)
Purchase of property and equipment	(4,305)	(4,807)
Net cash used in investing activities	(4,833)	(10,731)
Cash flows from financing activities:
Proceeds from the Note		25,000
Proceeds from the Investment Agreement	10,000
Payments of employee taxes for share based awards	(665)	(1,106)
Proceeds for purchases of shares for employee stock purchase plan	84
Proceeds from option exercises		1,659
Net cash provided by financing activities	9,419	25,553
Net decrease in cash, cash equivalents and restricted cash	(18,127)	(30,583)
Cash, cash equivalents and restricted cash - beginning of period	42,266	81,939
Cash, cash equivalents and restricted cash - end of period	$ 24,139	$ 51,356

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounts Payable and Accrued Liabilities
Trade creditors	$ 16,518	$ 11,644
Occupancy taxes payable	5,798	6,823
Compensation accruals	3,749	3,786
Income and other taxes payable	332	495
Accounts payable and accrued liabilities	$ 26,397	$ 22,748

Equity of Inspirato Incorporated (Details) $ / shares in Units, $ in Thousands				3 Months Ended	9 Months Ended
	Aug. 13, 2024 USD ($)	Aug. 12, 2024 USD ($)	Jul. 31, 2024 USD ($)	Sep. 30, 2024 USD ($) Vote $ / shares shares	Sep. 30, 2024 USD ($) Vote $ / shares shares	Dec. 31, 2023 shares
Members' equity and temporary equity
Proceeds from the Investment Agreement \| $					$ 10,000
Issuance of investment warrants pursuant to investment agreement \| $				$ 4,546
Class A Common Stock
Members' equity and temporary equity
Common Stock, shares outstanding \| shares				10,053,000	10,053,000	3,537,000
Number Of votes per share \| Vote				1	1
Proceeds from the Investment Agreement \| $	$ 4,600	$ 10,000
Class B Common Stock
Members' equity and temporary equity
Common Stock, shares outstanding \| shares				0	0	0
Class V Common Stock
Members' equity and temporary equity
Common Stock, shares outstanding \| shares				0	0	2,907,000
Saks Warrants
Members' equity and temporary equity
Maximum amount of termination fee paid \| $			$ 100
Public Warrants
Members' equity and temporary equity
Warrant exercise price (in dollars per share) \| $ / shares				$ 230	$ 230
Number of warrants outstanding \| shares				8,600,000	8,600,000	8,600,000
Maximum number of warrants acquired \| shares				0.05	0.05	0.05
Investment Warrants
Members' equity and temporary equity
Warrant exercise price (in dollars per share) \| $ / shares				$ 3.43	$ 3.43
Warrants and rights outstanding term				5 years	5 years
Issuance of investment warrants pursuant to investment agreement \| $				$ 4,500

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenue
Revenue	$ 69,114	$ 82,598	$ 216,741	$ 258,390
Capitalized commissions	2,300		2,300
Total	164,058		164,058		$ 177,519
Less: Deferred revenue, noncurrent	28,267		28,267		17,026
Deferred revenue, current	135,791		135,791		160,493
Revenue recognized			$ 132,700	138,400
Deferred revenue recognized period			2 years
Amortization term (in years)			10 years
Sales and marketing
Revenue
Amortization expense in sales and marketing	400	100	$ 1,500	100
Other current assets
Revenue
Capitalized commissions	1,200		1,200
Other noncurrent assets
Revenue
Capitalized commissions	1,100		$ 1,100
Maximum
Revenue
Rewards benefits period			30 months
Travel
Revenue
Revenue	42,571	49,065	$ 131,091	152,224
Total	72,147		72,147		81,613
Subscription
Revenue
Revenue	22,998	33,344	76,303	105,893
Total	63,171		63,171		66,367
Rewards and other revenue
Revenue
Revenue	3,545	$ 189	9,347	$ 273
Travel credits
Revenue
Total	17,818		17,818		18,852
Rewards
Revenue
Total	$ 10,922		$ 10,922		$ 10,687

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases

Summary of composition of operating lease expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease expense	$	18,076	$	20,232	$	56,634	$	65,390
Variable lease expense	$	225	$	187	$	726	$	689

Schedule of maturities of operating lease liabilities

The maturities of the Company’s operating lease liabilities as of September 30, 2024 are as follows (in thousands):


Fiscal Year Ending	Operating leases
Remainder of 2024	$	18,574
2025		65,499
2026		45,570
2027		32,555
2028		23,767
2029 and thereafter		54,906
Total minimum lease payments		240,871
Less: interest expense		(48,232)
Present value of lease obligations		192,639
Less: current lease obligations		(55,276)
Long-term lease obligations	$	137,363

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


	September 30,	December 31,
	2024	2023
Weighted-average remaining lease term (in years)	5.1	5.6
Weighted-average discount rate	9.10%	8.23%

Prepaid Expenses and Prepaid Member Travel (Tables)

9 Months Ended

Sep. 30, 2024

Prepaid Expenses and Prepaid Member Travel

Schedule of prepaid expenses

Prepaid expenses are as follows (in thousands):


	September 30,		December 31,
	2024		2023
Software	$	1,100	$	2,899
Insurance		1,934		1,873
Property operations		483		720
Operating supplies		465		643
Total	$	3,982	$	6,135

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 13,479	$ 36,566
Restricted cash	10,660	5,700
Prepaid member travel	14,485	20,547
Prepaid expenses	3,982	6,135
Other current assets	1,894	1,744
Total current assets	47,867	74,840
Property and equipment, net	15,866	19,504
Goodwill	21,233	21,233
Right-of-use assets	183,405	209,702
Other noncurrent assets	4,954	5,448
Total assets	273,325	330,727
Current liabilities
Accounts payable and accrued liabilities	26,397	22,748
Deferred revenue	135,791	160,493
Lease liabilities	55,276	61,953
Total current liabilities	217,464	245,194
Deferred revenue, noncurrent	28,267	17,026
Lease liabilities, noncurrent	137,363	196,875
Convertible note	21,642	23,854
Other noncurrent liabilities	3,166	2,476
Total liabilities	407,902	485,425
Commitments and contingencies (Note 14)
Equity (Deficit)
Preferred Stock, par value $0.0001 per share, 5,000 shares authorized, no shares issued or outstanding as of September 30, 2024 and December 31, 2023
Additional paid-in capital	154,307	255,527
Accumulated deficit	(288,894)	(285,782)
Total equity (deficit) excluding noncontrolling interest	(134,577)	(30,242)
Noncontrolling interests		(124,456)
Total equity (deficit)	(134,577)	(154,698)
Total liabilities and equity (deficit)	273,325	330,727
Class A Common Stock
Equity (Deficit)
Common Stock	10	7
Class V Common Stock
Equity (Deficit)
Common Stock		6
Related Party
Current assets
Accounts receivable, net	842	842
Non related party
Current assets
Accounts receivable, net	$ 2,525	$ 3,306

Nature of Business (Details) $ / shares in Units, $ in Thousands				1 Months Ended		3 Months Ended		9 Months Ended
	Sep. 13, 2024 USD ($) shares	Aug. 13, 2024 USD ($) shares	Aug. 12, 2024 USD ($) $ / shares shares	Dec. 28, 2024 USD ($) $ / shares	Oct. 31, 2024 USD ($)	Sep. 30, 2024 USD ($) item $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) item $ / shares shares	Sep. 30, 2023 USD ($)	Oct. 22, 2024 USD ($) item $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Number Of Private Luxury Vacation \| item						360		360
Number Of Luxury Hotels \| item						230		230
The vacation options over number of destinations as per offered diverse portfolio. \| item						200		200
Proceeds from issuance of Class A common stock								$ 10,000
Issuance of Common Stock pursuant to Investment Agreement (in shares) \| shares								2,915,000
Revenue						$ 69,114	$ 82,598	$ 216,741	$ 258,390
Negative cash flows from operating activities								22,713	$ 45,405
Cash and cash equivalents						13,479		13,479			$ 36,566
Restricted cash						$ 10,660		$ 10,660			$ 5,700
Preferred Stock, shares authorized \| shares						5,000,000		5,000,000			5,000,000
Subsequent Events
Number of investors \| item										2
Forecast
Warrant exercise price (in dollars per share) \| $ / shares				$ 3.43
Period of warrant is exercisable				5 years
Investment Warrants
Number of warrants issued \| shares	2,900,000
Proceeds from issuance of stock and warrants	$ 5,400
Warrant exercise price (in dollars per share) \| $ / shares						$ 3.43		$ 3.43
Class A Common Stock
Number of shares issuable \| shares			2,900,000
Common Stock, par value (in dollars per share) \| $ / shares			$ 0.0001			$ 0.0001		$ 0.0001			$ 0.0001
Price per share (in dollars per share) \| $ / shares			$ 3.43
Number of warrants issuable \| shares			2,900,000
Proceeds from issuance of Class A common stock		$ 4,600	$ 10,000
Issuance of Common Stock pursuant to Investment Agreement (in shares) \| shares	1,580,180	1,335,271
Additional common shares reserved for future issuance						$ 2,500		$ 2,500
Common Stock, shares authorized \| shares						50,000,000		50,000,000			50,000,000
Class A Common Stock \| Subsequent Events
Shares reserved for future issuance \| shares										757,576
Common Stock, par value (in dollars per share) \| $ / shares										$ 0.0001
Price per share (in dollars per share) \| $ / shares										$ 3.96
Future share issue aggregate purchase price										$ 3,000
Proceeds from issuance of Class A common stock					$ 3,000
Class A Common Stock \| Forecast
Price per share (in dollars per share) \| $ / shares				$ 3.43
Price for additional common stock granted to Purchaser				$ 2,500
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
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

Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

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

The following table details where equity-based compensation is recognized on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	36	$	22	$	68	$	56
General and administrative		6,865		4,850		10,870		7,830
Sales and marketing		87		769		657		1,187
Operations		191		722		767		1,360
Technology and development		100		323		467		641
Restructuring charges (Note 18)		4,395		—		4,395		—
Total equity-based compensation	$	11,674	$	6,686	$	17,224	$	11,074

Restricted Stock Units

Schedule of stock based arrangement activity

The following table represents RSU activity for the nine months ended September 30, 2024 and 2023 (in thousands, except per share amounts):


	Number of units	Weighted average grant date fair value
Outstanding as of December 31, 2022	275	$	124.60
Granted	793	$	1.36
Vested	(159)	$	4.74
Forfeited	(147)	$	2.42
Outstanding as of September 30, 2023	762	$	44.93

Outstanding as of December 31, 2023	727	$	41.42
Granted	975	$	3.62
Vested	(833)	$	29.50
Forfeited	(41)	$	33.20
Outstanding as of September 30, 2024	828	$	9.31

Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Noncontrolling Interest
Beginning of period	6,444	6,204
Issuance of Common Stock from net option exercises and vesting of restricted stock units		174
Issuance of Common Stock pursuant to Investment Agreement (in shares)	2,915
Issuance of Common Stock from employee stock purchases and vesting of restricted stock units	694
End of period	10,053	6,378
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Beginning of period	3,537	3,136
Conversion of Class V to Class A stock	2,907	144
Issuance of Common Stock from net option exercises and vesting of restricted stock units		174
Issuance of Common Stock pursuant to Investment Agreement (in shares)	2,915
Issuance of Common Stock from employee stock purchases and vesting of restricted stock units	694
End of period	10,053	3,454
Continuing Inspirato LLC Members \| Inspirato LLC
Noncontrolling Interest
Beginning of period	2,907	2,983
Conversion of Class V to Class A stock	(2,907)	(144)
Vesting of Profits Interests		79
End of period		2,918
Continuing Inspirato LLC Members subject to vesting \| Inspirato LLC
Noncontrolling Interest
Beginning of period		85
Vesting of Profits Interests		(79)
End of period		6

Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Liabilities:
Deferred revenue, current	$ 135,791	$ 160,493
Deferred revenue, noncurrent	28,267	17,026
Accounts receivable, net
Assets:
Assets related to contracts with customers	2,525	3,306
Prepaid member travel
Assets:
Assets related to contracts with customers	14,485	20,547
Other current assets
Assets:
Assets related to contracts with customers	1,168	1,053
Other noncurrent assets
Assets:
Assets related to contracts with customers	$ 1,116	$ 845

Accounts Payable and Accrued Liabilities

9 Months Ended

Sep. 30, 2024

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

(6) Accounts Payable and Accrued Liabilities

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


	September 30,		December 31,
	2024		2023
Trade creditors	$	16,518	$	11,644
Occupancy taxes payable		5,798		6,823
Compensation accruals		3,749		3,786
Income and other taxes payable		332		495
Accounts payable and accrued liabilities	$	26,397	$	22,748

Debt - Interest, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Debt - Interest, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt
Interest expense, net	$ 454	$ 1,731	$ 1,150	$ 1,204
Interest expense incurred	600	2,000	1,600	2,000
Interest income	$ 100	$ 300	$ 400	$ 800

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Net income (loss) attributable to Inspirato Incorporated	$ 4,332	$ (16,653)	$ (3,112)	$ (42,969)
Impact of Note interest and fair market value adjustment attributable to Inspirato Incorporated Class A Shares	267
Net income (loss) attributable to common stockholders	$ 4,599	$ (16,653)	$ (3,112)	$ (42,969)
Net income (loss) attributable to Inspirato Incorporated per Class A share, Basic (in dollars per share)	$ 0.77	$ (4.87)	$ (0.72)	$ (12.87)
Weighted average Class A Shares outstanding, Basic	5,639	3,419	4,326	3,339
Effect of dilutive securities	1,783
Weighted average Class A Shares outstanding, Diluted	7,422	3,419	4,326	3,339
Net income (loss) attributable to Inspirato Incorporated per Class A Share, Diluted (in dollar per share)	$ 0.62	$ (4.87)	$ (0.72)	$ (12.87)

- Definition

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

+ References

+ Details

- 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.

+ References

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 2: 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 3: 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 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-11

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Supplemental Financial Information

9 Months Ended

Sep. 30, 2024

Supplemental Financial Information

Supplemental Financial Information

(19) Supplemental Financial Information

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


	Nine months ended September 30,
	2024		2023
Supplemental cash flow information:
Cash paid for income taxes	$	132	$	12
Significant non-cash transactions:
Conversion of Class V to Class A stock	$	127,868	$	—
Accounting principle adoption	$	—	$	204
Fixed assets purchased but unpaid, included in accounts payable at period end	$	701	$	1,009
Operating lease right-of-use assets exchanged for lease obligations	$	23,588	$	52,629

Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2024

Noncontrolling Interest

Summary of changes in ownership share ownership of Inspirato LLC

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


	Common Units
	Inspirato Incorporated	Continuing Inspirato LLC Members	Continuing Inspirato LLC Members subject to vesting	Total
Balance as of January 1, 2023	3,136	2,983	85	6,204
Conversion of Class V to Class A	144	(144)	—	—
Vesting of profits interests	—	79	(79)	—
Issuance of Common Stock from net option exercises and vesting of restricted stock units	174	—	—	174
Balance as of September 30, 2023	3,454	2,918	6	6,378

Balance as of January 1, 2024	3,537	2,907	—	6,444
Conversion of Class V to Class A	2,907	(2,907)	—	—
Issuance of Common Stock pursuant to Investment Agreement	2,915	—	—	2,915
Issuance of Common Stock from employee stock purchases and vesting of restricted stock units	694	—	—	694
Balance as of September 30, 2024	10,053	—	—	10,053

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Measurements

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


		September 30, 2024
	Balance Sheet Classification	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	Cash and cash equivalents	$	13,479	$	—	$	—	$	13,479
Restricted cash	Restricted cash		10,660		—		—		10,660
Total		$	24,139	$	—	$	—	$	24,139
Liabilities
Convertible note	Convertible note	$	—	$	—	$	21,642	$	21,642
Public warrants	Other noncurrent liabilities		147		—		—		147
Total		$	147	$	—	$	21,642	$	21,789


		December 31, 2023
	Balance Sheet Classification	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents	Cash and cash equivalents	$	36,566	$	—	$	—	$	36,566
Restricted cash	Restricted cash		5,700		—		—		5,700
Total		$	42,266	$	—	$	—	$	42,266
Liabilities
Convertible note	Convertible note	$	—	$	—	$	23,854	$	23,854
Public warrants	Other noncurrent liabilities		48		—		—		48
Total		$	48	$	—	$	23,854	$	23,902

Nature of Business

9 Months Ended

Sep. 30, 2024

Nature of Business

Nature of Business

(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 360 private luxury vacation homes available to the Company’s customers and accommodations at approximately 230 luxury hotel and resort partners in the Company’s over 200 destinations around the world as of September 30, 2024. 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.

As of September 30, 2024, the Company’s only subsidiary is Inspirato LLC. Inspirato LLC generally has subsidiaries in the jurisdictions where the Company has rental properties. These entities typically lease local properties.

Investment Agreement

On August 12, 2024, the Company entered into an investment agreement (the “Investment Agreement”) with One Planet Group LLC (“One Planet Group”), a Delaware limited liability company (the “Purchaser”), to sell 2.9 million shares of Class A Common Stock, $0.0001 par value per share, at $3.43 per share, and 2.9 million warrants (the “Investment Warrants”) each redeemable for a share of Class A Common Stock, for an aggregate purchase price of $10.0 million (the “One Planet Group Financing”). At the initial closing on August 13, 2024, the Purchaser acquired the first tranche of 1,335,271 shares for $4.6 million. At the second closing on September 13, 2024, the Purchaser acquired the remaining 1,580,180 shares and the 2.9 million Investment Warrants for $5.4 million. In addition, pursuant to the Investment Agreement, the Purchaser was granted an option to acquire additional shares of Class A Common Stock after November 29, 2024 and prior to December 29, 2024 for $3.43 per share with an aggregate purchase price of up to $2.5 million and with each incremental share purchase the Purchaser would also receive an equal number of additional Investment Warrants (collectively, the “Investment Agreement Option”). Each Investment Warrant can be exercised in exchange for a share of Class A Common Stock at $3.43 per share and is exercisable for 5 years from issuance.

Further, on October 22, 2024, the Company entered into a secondary investment agreement (the “Secondary Investment Agreement”) with two investors (the “Secondary Purchasers”), to sell approximately 757,576 shares of Class A Common Stock, $0.0001 par value per share, at $3.96 per share, the closing price at October 22, 2024, for an aggregate purchase price of $3.0 million. The closing of the transactions contemplated by the Secondary Investment Agreement occurred on October 24, 2024.

Liquidity

During the year ended December 31, 2023, and the nine months ended September 30, 2024, the Company experienced declines in active subscriptions and nights delivered. As a result of these negative trends, revenues declined to $69.1 million and $216.7 million for the three and nine months ended September 30, 2024, respectively, from $82.6 million and $258.4 million for the three and nine months ended September 30, 2023, respectively. The Company also experienced negative cash flows from operating activities of $22.7 million and $45.4 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the Company had $13.5 million of cash and cash equivalents and $10.7 million of restricted cash compared to $36.6 million of cash and cash equivalents and $5.7 million of restricted cash balances as of December 31, 2023.

As result of the continued operational challenges and significance of those conditions in relation to the Company’s liquidity needs, management developed and executed on plans to address improvements in operations, including the Reorganization Plan, as defined and discussed in Note 18 – Restructuring Charges, which was developed in conjunction with the One Planet Group Financing. Additionally, in October 2024, the Company obtained an additional new capital injection of $3.0 million through the Secondary Investment Agreement to purchase shares of Class A Common Stock. The Purchaser also has an option to purchase an additional $2.5 million in Class A Shares and Investment Warrants between November 29, 2024 and December 29, 2024. The Company believes

these investments will allow the Company to continue to meet its projected working capital and capital expenditure requirements for a period of at least the next twelve months.

Restructuring Charges (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
Restructuring Charges (Details) - USD ($) $ in Thousands	Aug. 31, 2024	Sep. 30, 2024	Sep. 30, 2024
Cash Restructuring Charges:
Severance and other employee-related benefits			$ 1,846
Termination of the TRA			250
Other restructuring charges			494
Total Cash Restructuring Charges			2,590
Non-Cash Restructuring Charges:
Acceleration of equity-based compensation			4,395
Total Restructuring Charges		$ 6,985	6,985
Cash restructuring charges			1,300
Restructuring reserve charges		$ 1,300	1,300
Gain on lease termination	$ 37,100		$ 37,100

Equity-Based Compensation - RSU Activity (Details) - Restricted Stock Units - $ / shares shares in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Number of units
Outstanding beginning	727	275
Granted	975	793
Vested	(833)	(159)
Forfeited	(41)	(147)
Outstanding ending	828	762
Weighted average grant date fair value
Outstanding beginning	$ 41.42	$ 124.60
Granted	3.62	1.36
Vested	29.50	4.74
Forfeited	33.20	2.42
Outstanding ending	$ 9.31	$ 44.93

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Fair Value Measurements
Cash and cash equivalents	$ 13,479		$ 13,479		$ 36,566
Restricted cash	10,660		10,660		5,700
Public Warrants
Fair Value Measurements
Fair market value adjustments		$ 300		$ 500
Public Warrants \| Maximum
Fair Value Measurements
Fair market value adjustments	100		100
Recurring
Fair Value Measurements
Assets	24,139		24,139		42,266
Liabilities	21,789		21,789		23,902
Recurring \| Level 1
Fair Value Measurements
Assets	24,139		24,139		42,266
Liabilities	147		147		48
Recurring \| Level 3
Fair Value Measurements
Liabilities	21,642		21,642		23,854
Recurring \| Convertible note
Fair Value Measurements
Liabilities	21,642		21,642		23,854
Recurring \| Convertible note \| Level 3
Fair Value Measurements
Liabilities	21,642		21,642		23,854
Recurring \| Public Warrants
Fair Value Measurements
Liabilities	147		147		48
Recurring \| Public Warrants \| Level 1
Fair Value Measurements
Liabilities	147		147		48
Recurring \| Cash and cash equivalents
Fair Value Measurements
Assets	13,479		13,479		36,566
Recurring \| Cash and cash equivalents \| Level 1
Fair Value Measurements
Assets	13,479		13,479		36,566
Recurring \| Restricted cash
Fair Value Measurements
Assets	10,660		10,660		5,700
Recurring \| Restricted cash \| Level 1
Fair Value Measurements
Assets	$ 10,660		$ 10,660		$ 5,700

Restructuring Charges

9 Months Ended

Sep. 30, 2024

Restructuring Charges

Restructuring Charges

(18) Restructuring Charges

During the three months ended September 30, 2024, the Company developed a plan for a restructuring (the “Reorganization Plan”). The Reorganization Plan included provisions for the Termination Agreement, termination and settlement of the TRA, the reduction in force, acquisition of shares and infusion of cash from One Planet Group, change in Chief Executive Officer (“CEO”) and the composition of the Company’s Board of Directors as well as plan to review expenses and business processes.

The following table presents the components of restructuring charges during the three and nine months ended September 30, 2024 (in thousands):


Cash Restructuring Charges:
Severance and other employee-related benefits	$	1,846
Termination of the TRA		250
Other restructuring charges		494
Total Cash Restructuring Charges		2,590
Non-Cash Restructuring Charges:
Acceleration of equity-based compensation		4,395
Total Restructuring Charges	$	6,985

Through September 30, 2024, the Company paid $1.3 million of the cash restructuring charges in connection with the Reorganization Plan and the remaining unpaid restructuring charges were $1.3 million as of September 30, 2024 and are included in accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheet.

Additionally, in connection with the Reorganization Plan, the Company also entered into the Termination Agreement of certain previously impaired, underperforming leases that resulted in a gain on lease termination of $37.1 million. The Company’s gain on lease termination was recorded to asset impairments and (gain) on lease termination on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 8 for additional information.

Supplemental Financial Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Supplemental cash flow information:
Cash paid for income taxes	$ 132	$ 12
Significant non-cash transactions:
Conversion of Class V to Class A stock	127,868
Accounting principle adoption		204
Fixed assets purchased but unpaid, included in accounts payable at period end	701	1,009
Operating lease right-of-use assets exchanged for lease obligations	$ 23,588	$ 52,629

Equity-Based Compensation

9 Months Ended

Sep. 30, 2024

Equity-Based Compensation

Equity-Based Compensation

(12) Equity-Based Compensation

During the three and nine months ended September 30, 2024, the Company recognized $11.7 million and $17.2 million, respectively, of equity-based compensation. During the three and nine months ended September 30, 2023, the Company recognized $6.7 million and $11.1 million, respectively, of equity-based compensation. The following table details where equity-based compensation is recognized on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	36	$	22	$	68	$	56
General and administrative		6,865		4,850		10,870		7,830
Sales and marketing		87		769		657		1,187
Operations		191		722		767		1,360
Technology and development		100		323		467		641
Restructuring charges (Note 18)		4,395		—		4,395		—
Total equity-based compensation	$	11,674	$	6,686	$	17,224	$	11,074

The Company also recognized income tax benefits from stock compensation of $1.1 million and $2.0 million for the three and nine months ended September 30, 2024, respectively, and $0.8 million and $1.3 million for the three and nine months ended September 30, 2023, respectively.

2021 Plan

Under the 2021 Equity Incentive Plan (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. The number of awards that may be issued pursuant to the 2021 Plan is calculated yearly based on provisions of the 2021 Plan. Once granted, the RSUs typically vest ratably over a period of one to four years with a cliff vesting on the first anniversary and continue to vest quarterly thereafter.

Inducement Plan

On August 13, 2024, the 2024 Inducement Award Plan (the “Inducement Plan”) became effective. Pursuant to the Inducement Plan, the Company may grant up to 2.0 million shares in the form of options, stock appreciation rights, restricted stock, RSUs and performance awards to new employees, directors and consultants, plus any additional shares that become available for issuance under the Inducement Plan. On August 13, 2024, the Company granted an award of 500,000 RSUs of Class A Common Stock, which shall vest 25% on the first anniversary of the date of grant, with the remaining 75% vesting in equal quarterly installments over the subsequent three years. On August 13, 2024, the Company also granted a performance-based equity award of 500,000 performance-based units (“PBUs”) of Class A Common Stock (the “Performance-Based Equity Grant”). The Performance-Based Equity Grant awards will vest in full on the trading day after the Company’s Class A Common Stock achieves the market condition of a closing price of $15.00 per share or more over a period of at least 30 consecutive trading days from August 14, 2024 through August 13, 2025 (the “Performance Period”). If the performance stock price goal is not met during the Performance Period, the Performance Based Equity Grant will be forfeited on August 14, 2025.

RSUs

The following table represents RSU activity for the nine months ended September 30, 2024 and 2023 (in thousands, except per share amounts):


	Number of units	Weighted average grant date fair value
Outstanding as of December 31, 2022	275	$	124.60
Granted	793	$	1.36
Vested	(159)	$	4.74
Forfeited	(147)	$	2.42
Outstanding as of September 30, 2023	762	$	44.93

Outstanding as of December 31, 2023	727	$	41.42
Granted	975	$	3.62
Vested	(833)	$	29.50
Forfeited	(41)	$	33.20
Outstanding as of September 30, 2024	828	$	9.31

As of September 30, 2024, there was $6.0 million of unrecognized compensation cost related to the RSUs, which is expected to be recognized over a weighted average period of 2.2 years. Additionally, during the three and nine months ended September 30, 2024, the Company accelerated vesting of RSUs, which resulted in $10.2 million and $11.0 million, respectively, of incremental compensation cost recognized in the periods.

PBUs

The Company had 500,000 PBUs outstanding as of September 30, 2024 and there was $0.5 million of unrecognized compensation cost related to PBUs. The Company recognized less than $0.1 million in equity-based compensation expense related to PBUs during both the three and nine months ended September 30, 2024. The Company valued the issued PBUs using a Monte Carlo simulation.

Unit Option Plan

The Company had 132,000 and 204,000 stock options outstanding and exercisable as of September 30, 2024 and December 31, 2023, respectively. No stock options have been granted since January of 2021. There were no stock option exercises during the three and nine months ended September 30, 2024. There were 56,000 and 174,000 stock option exercises during the three and nine months ended September 30, 2023, respectively, at a weighted average exercise price of $15.60 in each period.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Cost of revenue, depreciation	$ 1,677	$ 2,323	$ 4,418	$ 4,054
General and administrative, depreciation	$ 377	$ 141	$ 1,070	$ 141

Revenue

9 Months Ended

Sep. 30, 2024

Revenue

Revenue

(3) Revenue

Revenues are as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Travel	$	42,571	$	49,065	$	131,091	$	152,224
Subscription		22,998		33,344		76,303		105,893
Rewards and other revenue		3,545		189		9,347		273
Total	$	69,114	$	82,598	$	216,741	$	258,390

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. As of September 30, 2024, the balance of capitalized commissions was $2.3 million, of which $1.2 million is included within other current assets and $1.1 million is included within other noncurrent assets on the Company’s Condensed Consolidated Balance Sheets. During the three months ended September 30, 2024 and 2023, the Company recognized $0.4 million and $0.1 million, respectively, of amortization expense in sales and marketing within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the nine months ended September 30, 2024 and 2023, the Company recognized $1.5 million and $0.1 million, respectively, of amortization expense in sales and marketing within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Contract liabilities include deferred revenue as discussed below.

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


	September 30,		December 31,
	2024		2023
Assets:
Accounts receivable, net	$	2,525	$	3,306
Prepaid member travel	$	14,485	$	20,547
Other current assets	$	1,168	$	1,053
Other noncurrent assets	$	1,116	$	845

Liabilities:
Deferred revenue, current	$	135,791	$	160,493
Deferred revenue, noncurrent	$	28,267	$	17,026

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


	September 30,		December 31,
	2024		2023
Travel	$	72,147	$	81,613
Subscriptions		63,171		66,367
Travel credits		17,818		18,852
Rewards		10,922		10,687
Total		164,058		177,519
Less: Deferred revenue, noncurrent		28,267		17,026
Deferred revenue, current	$	135,791	$	160,493

During the nine months ended September 30, 2024, $132.7 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2023. Significant movements in the deferred revenue balance during the nine months ended September 30, 2024 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 nine months ended September 30, 2023, $138.4 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2022.

Deferred revenue includes payments received in advance from members and is generally recognized to revenue within 2 years. Deferred revenue related to Inspirato Rewards (“Rewards”) represents multiple performance obligations associated with the Company’s member loyalty program. 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). Deferred revenue related to Inspirato Invited (“Invited”) subscriptions is amortized over the ten-year contract period.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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

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

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Paragraph 12
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

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

+ Details

Equity of Inspirato Incorporated

9 Months Ended

Sep. 30, 2024

Equity of Inspirato Incorporated

Equity of Inspirato Incorporated

(10) Equity of Inspirato Incorporated

As of December 31, 2023, the Company had three classes of common stock: Class A Common Stock, Class B Common Stock and Class V Common Stock. On September 30, 2024, all remaining shares of Class V Common Stock were converted to shares of Class A Common Stock. See Note 13 for further information. As of September 30, 2024, no shares of Class B Common Stock were outstanding. Holders of the shares of Class A Common Stock will vote on all matters submitted to stockholders for their vote or approval, except as required by applicable law, and each share of Class A Common Stock will be entitled to one vote on such matters. Holders of any shares of Class B Common Stock that may be issued in the future will not have voting rights.

Warrants

Saks Warrants

The Company issued warrants in connection with a commercial agreement with Saks.com LLC (“Saks”), which have been recorded within other noncurrent liabilities within the Condensed Consolidated Balance Sheets. On July 31, 2024, the Company and Saks mutually terminated the commercial agreement and the Company paid Saks less than $0.1 million for the value of the warrants Saks chose not to exercise, such that the warrants were no longer outstanding as of September 30, 2024.

Public Warrants

The Company is party to issued and outstanding Public Warrants to purchase shares of Class A Common Stock at a price of $230 per share. As of both September 30, 2024 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 Public Warrants are recorded within other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

Investment Warrants

As discussed in Note 1 and pursuant to the Investment Agreement, along with each purchase of shares of Class A Common Stock, including optional additional shares, the Purchaser obtained an equivalent number of Investment Warrants, each of which can be exercised for additional shares of Class A Common Stock at $3.43 per share and are exercisable for 5 years. The Investment Warrants are also exercisable at the election of the Purchaser in a cashless exercise. In the event of a cashless exercise, in lieu of paying the exercise price in cash, the Purchaser will surrender the number of shares necessary to settle the cash payment due from exercising of the Investment Warrants.

The Company valued the Investment Warrants using the Black-Sholes valuation model to which the Company’s stock price, volatility and dividend rate as well as the risk-free rate, exercise price and time to maturity were considered in the model to estimate the value of the Investment Warrants upon issuance. The initial calculated valuation of the Investment Warrants was proportionally allocated with the aggregate cash purchase price received pursuant to the Investment Agreement. The calculated relative fair value of the Investment Warrants was $4.5 million which has been reflected within the Company’s Condensed Consolidated Statements of Equity (Deficit).

Prepaid Expenses and Prepaid Member Travel

9 Months Ended

Sep. 30, 2024

Prepaid Expenses and Prepaid Member Travel

Prepaid Expenses and Prepaid Member Travel

(4) Prepaid Expenses and Prepaid Member Travel

Prepaid expenses

Prepaid expenses are as follows (in thousands):


	September 30,		December 31,
	2024		2023
Software	$	1,100	$	2,899
Insurance		1,934		1,873
Property operations		483		720
Operating supplies		465		643
Total	$	3,982	$	6,135

Prepaid Member Travel

Prepaid member travel of $14.5 million and $20.5 million as of September 30, 2024 and December 31, 2023, respectively, includes deposits for future member travel.