Inspirato (ISPO) 10-Q9 May 232023 Q1 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 02, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39791
Entity Registrant Name	INSPIRATO INCORPORATED
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2426959
Entity Address State Or Province	CO
Entity Address, Address Line One	1544 Wazee Street
Entity Address, City or Town	Denver
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	586-7771
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	ISPO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001820566
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock
Entity Common Stock, Shares Outstanding		67,339,642
Class V Common Stock
Entity Common Stock, Shares Outstanding		58,679,326
Warrant [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	ISPOW
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		8,624,792

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 59,920	$ 80,278
Restricted cash	1,661	1,661
Accounts receivable, net	6,022	3,140
Accounts receivable, net - related parties	366	663
Prepaid member travel	25,005	19,915
Prepaid expenses	11,130	10,922
Other current assets	605	302
Total current assets	104,709	116,881
Property & equipment, net	18,364	18,298
Goodwill	21,233	21,233
Right-of-use assets	257,978	271,702
Other noncurrent assets	3,996	2,253
Total assets	406,280	430,367
Current liabilities
Accounts payable	32,037	30,611
Accrued liabilities	1,488	5,475
Deferred revenue, current	163,325	167,733
Lease liabilities, current	67,057	74,299
Total current liabilities	263,907	278,118
Deferred revenue, noncurrent	18,957	18,321
Lease liabilities, noncurrent	202,555	208,159
Warrants	863	759
Total liabilities	486,282	505,357
Commitments and contingencies (Note 12)
Equity (Deficit)
Additional paid-in capital	245,266	245,652
Accumulated deficit	(236,923)	(233,931)
Total equity excluding noncontrolling interest	8,356	11,733
Noncontrolling interests (Note 16)	(88,358)	(86,723)
Total deficit	(80,002)	(74,990)
Total liabilities and deficit	406,280	430,367
Class A Common Stock
Equity (Deficit)
Common stock	7	6
Class V Common Stock
Equity (Deficit)
Common stock	$ 6	$ 6

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2023	Dec. 31, 2022
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock shares authorized	1,000,000	1,000,000
Common stock shares issued	66,700	62,716
Common stock shares outstanding	66,700	62,716
Class V Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000	500,000
Common stock shares issued	59,203	61,360
Common stock shares outstanding	59,203	61,360

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Revenue	$ 91,700	$ 82,073
Cost of revenue (including depreciation of $375 in 2022 and $927 in 2023)	60,052	47,309
Gross margin	31,648	34,764
General and administrative (including equity-based compensation of $402 in 2022 and $657 in 2023)	18,110	17,694
Sales and marketing	6,647	10,142
Operations	8,205	9,674
Technology and development	3,362	2,808
Depreciation and amortization	979	659
Interest, net	(113)	139
Warrant fair value losses	104	17,670
Other expense, net	57
Loss and comprehensive loss before income taxes	(5,703)	(24,022)
Income tax expense	200	181
Net loss and comprehensive loss	(5,903)	(24,203)
Net loss and comprehensive loss attributable to noncontrolling interests (Note 16)	3,007	11,901
Net loss and comprehensive loss attributable to Inspirato Incorporated	$ (2,896)	$ (12,302)
Basic weighted average Class A shares outstanding	64,517	42,312
Diluted weighted average Class A shares outstanding	64,517	42,312
Basic net loss attributable to Inspirato Incorporated per Class A share	$ (0.04)	$ (0.29)
Diluted net loss attributable to Inspirato Incorporated per Class A share	$ (0.04)	$ (0.29)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)
Cost of revenue, depreciation	$ 927	$ 375
General and administrative, equity-based compensation	$ 657	$ 402

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands	Member Units Previously Reported	Member Units Effect of reverse recapitalization	Member Units	Preferred Stock Series C Previously Reported	Preferred Stock Series C Effect of reverse recapitalization	Common Stock Class A Common Stock Previously Reported	Common Stock Class A Common Stock	Common Stock Class V Common Stock Previously Reported	Common Stock Class V Common Stock	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Effect of reverse recapitalization	Additional Paid-in Capital	Accumulated Deficit Previously Reported	Accumulated Deficit Cumulative effect of change in accounting principle	Accumulated Deficit	Noncontrolling Interests Previously Reported	Noncontrolling Interests Cumulative effect of change in accounting principle	Noncontrolling Interests	Previously Reported	Cumulative effect of change in accounting principle	Total
Balance at beginning of period at Dec. 31, 2021				$ 21,477	$ (21,477)						$ 21,477	$ 21,477	$ (211,168)		$ (211,168)				$ (189,691)		$ (189,691)
Balance at beginning of period (in shares) at Dec. 31, 2021	1,149,000	103,709,000	104,858,000	491,000	(491,000)
Increase (decrease) in members equity
Consolidated net loss															(12,302)			$ (11,901)			(24,203)
Equity based compensation												402									402
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs							$ 4		$ 7			206,253						(64,656)			141,608
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs (in shares)			(104,858,000)				46,832,000		69,781,000
Issuance of common stock upon exercise of warrants							$ 1					9,330									9,331
Issuance of common stock upon exercise of warrants (in shares)							5,079,000
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes							$ 25					(29)									$ (29)
Issuance of Class A shares upon conversion of Class V shares (in shares)																					0
Distributions															(183)						$ (183)
Balance at end of period at Mar. 31, 2022							$ 5		$ 7			237,433			(223,653)			(76,557)			(62,765)
Balance at end of period (in shares) at Mar. 31, 2022							51,936,000		69,781,000
Balance at beginning of period at Dec. 31, 2022						$ 6		$ 6		$ 245,652			$ (233,931)			$ (86,723)			$ (74,990)		(74,990)
Balance at beginning of period (in shares) at Dec. 31, 2022						62,716,000		61,360,000
Increase (decrease) in members equity
Consolidated net loss															(2,896)			(3,007)			(5,903)
Equity based compensation												657									657
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes												438									$ 438
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares)							1,827,000
Issuance of Class A shares upon conversion of Class V shares							$ 1					(1,481)						1,480
Issuance of Class A shares upon conversion of Class V shares (in shares)							2,157,000		(2,157,000)												2,157,052
Balance at end of period at Mar. 31, 2023							$ 7		$ 6			$ 245,266		$ (96)	$ (236,923)		$ (108)	$ (88,358)		$ (204)	$ (80,002)
Balance at end of period (in shares) at Mar. 31, 2023							66,700,000		59,203,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (5,903)	$ (24,203)
Adjustments to reconcile net loss and comprehensive loss to net cash provided by (used in) operating activities
Depreciation and amortization	1,906	1,034
Loss on disposal of fixed assets	46
Warrant fair value losses	104	17,670
Equity-based compensation	657	402
Amortization of right-of-use asset	25,456	13,244
Changes in operating assets and liabilities
Accounts receivable, net	(3,086)	398
Accounts receivable, net - related parties	297	(556)
Prepaid member travel	(5,090)	(1,915)
Prepaid expenses	(208)	(1,448)
Lease liability	(24,578)	(13,074)
Other assets	(590)	18
Accounts payable	1,161	(1,473)
Accrued liabilities	(3,987)	(1,662)
Deferred revenue	(3,772)	(1,101)
Net cash used in operating activities	(17,587)	(12,666)
Cash flows from investing activities:
Development of internal-use software	(1,932)	(183)
Purchase of property and equipment	(1,277)	(987)
Net cash used in investing activities	(3,209)	(1,170)
Cash flows from financing activities:
Proceeds from reverse recapitalization		90,070
Payments of reverse recapitalization costs		(23,899)
Payments of employee taxes for stock-based award exercises and vestings	(718)	(43)
Proceeds from option exercises	1,156	14
Distributions		(183)
Net cash provided by financing activities	438	65,959
Net increase (decrease) in cash, cash equivalents, and restricted cash	(20,358)	52,123
Cash, cash equivalents, and restricted cash - beginning of period	81,939	82,953
Cash, cash equivalents, and restricted cash - end of period	61,581	135,076
Supplemental cash flow information - cash paid for interest		145
Significant noncash transactions:
Accounting principle adoption	204
Conversion of preferred stock in connection with reverse recapitalization		104,761
Warrants acquired at fair value		9,874
Warrants exercised		8,390
Fixed assets purchased but unpaid, included in accounts payable at period end	265	200
Operating lease right-of-use assets exchanged for lease obligations	$ 11,732	239,785
Conversion of deferred rent and prepaid rent to right-of-use assets		$ 6,831

Nature of Business

Nature of Business	3 Months Ended
Nature of Business	Mar. 31, 2023
Nature of Business
Nature of Business	(1) Nature of Business Inspirato Incorporated and its subsidiaries (the “Company”) is a subscription-based luxury travel company that provides exclusive access to a managed and controlled portfolio of curated vacation options, delivered through an innovative model designed to ensure the service, certainty, and value that discerning customers demand. The Inspirato portfolio includes branded luxury vacation homes, accommodations at five-star hotel and resort partners, and custom travel experiences. The Company was initially incorporated in Delaware on July 31, 2020 as Thayer Ventures Acquisition Corporation (“Thayer”); a special purpose acquisition company. On February 11, 2022 (the “Closing Date”), the Company and Inspirato LLC consummated the transaction contemplated in the Business Combination Agreement dated June 30, 2021 and as amended September 15, 2021 (the “Business Combination Agreement”) whereby a subsidiary of the Company merged with and into Inspirato LLC (the “Business Combination”), resulting in Inspirato LLC becoming a subsidiary of the Company. The Company changed its name to “Inspirato Incorporated” upon closing of the Business Combination (the “Closing”). The Business Combination was accounted for as a reverse recapitalization whereby Inspirato LLC acquired Thayer for accounting purposes. As such, the condensed consolidated financial statements presented herein represent the operating results of Inspirato LLC before and after the Business Combination. Since early 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world and is continuing to have an effect on the global hospitality and travel industries. The global spread of COVID-19 has been and continues to be a complex and evolving situation. No impairments directly related to the COVID-19 pandemic were recorded during the periods presented. While COVID-19 continues to impact the world, through March 31, 2023 as restrictions were lifted across travel destinations, revenues have recovered to pre-pandemic levels. Management cannot estimate the length or impacts of the COVID-19 outbreak on the Company’s future operations, financial position and cash flows, particularly if there are significant impacts that continue in the future.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Mar. 31, 2023
Significant Accounting Policies
Significant Accounting Policies	(2) Significant Accounting Policies (a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read together with the Company’s audited consolidated financial statements and accompanying notes included in the 2022 Annual Report on Form 10K. These unaudited 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 March 31, 2023 and the results of operations for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period. The historical equity of Inspirato LLC was previously recast in all periods up to the Closing Date, to reflect the number of shares of Inspirato Incorporated’s Class A Common Stock (as defined below) and Class V Common Stock (as defined below) issued to Inspirato LLC Holders in connection with the Business Combination. The Company recast the units outstanding related to the historical Inspirato LLC preferred units and common units (the “Historical Inspirato LLC Equity”) prior to the Business Combination, reflecting the exchange ratio of 1-for-37.2275, pursuant to the Business Combination Agreement. The condensed consolidated financial statements and related notes thereto give effect to the conversion for all periods presented. The condensed consolidated financial statements do not necessarily represent the capital structure of Inspirato Incorporated had the Business Combination occurred in prior periods. (b) Principles of Consolidation For the periods after February 11, 2022, the condensed consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Inspirato LLC. In determining the accounting of Inspirato Incorporated’s interest in Inspirato LLC after the Business Combination, management concluded Inspirato LLC was not a variable interest entity and as such, Inspirato LLC was evaluated under the voting interest model. As Inspirato Incorporated has the right to appoint a majority of the managers of Inspirato LLC, Inspirato Incorporated controls Inspirato LLC, and therefore, the financial results of Inspirato LLC and its subsidiaries, after the Closing on February 11, 2022, are consolidated with and into Inspirato Incorporated’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated. For the days and periods prior to Business Combination, the consolidated financial statements of the Company comprise the accounts of Inspirato LLC and its wholly owned subsidiaries. All intercompany accounts and transactions among Inspirato LLC and its consolidated subsidiaries were eliminated. (c) 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 reported amounts of revenue and expenses during the reporting period. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates. The condensed consolidated financial statements include amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation and estimated economic lives of capitalized software and long-lived assets, incremental borrowing rates as they relate to leases, contingencies, allowance accounts, and fair value measurements related to stock-based compensation. (d) Significant Accounting Policies There were no significant changes to the policies disclosed in Note 2, Significant Accounting Policies of the Company's consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. (e) Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022, to separately identify amortization of Right of Use Assets and change in Lease Liability. This change in classification does not affect previously reported cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows (f) Recently Adopted Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including accounts receivable. The Company adopted Accounting Standards Codification (“ASC”) 326 using the modified retrospective method for all financial assets measured at amortized cost. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $0.2 million as of January 1, 2023 for the cumulative effect of adopting ASC 326.

Reverse Recapitalization

Reverse Recapitalization	3 Months Ended
Reverse Recapitalization	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Reverse Recapitalization	(3) Reverse Recapitalization On February 11, 2022, Inspirato LLC and Thayer consummated the Business Combination, resulting in Inspirato LLC becoming a subsidiary of the Company. The resulting Company organizational structure is commonly referred to as an umbrella partnership corporation (or “UP-C”) structure. This organizational structure allows certain Continuing Inspirato Members (as defined below), to retain their equity ownership directly in Inspirato LLC. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP; management determined Inspirato LLC was not a variable interest entity (see Note 2), and as result, identified Inspirato LLC as the accounting acquirer of the Business Combination. The Company was treated as the “acquired” company for accounting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, the Continuing Inspirato Members have a majority of the voting power of the Company, and Inspirato LLC’s operations comprise all of the ongoing operations of the Company. Following the Business Combination, Inspirato LLC is managed by a board of managers designated by Inspirato Incorporated and the holders of the noncontrolling interests in Inspirato LLC, who also hold noneconomic voting interests in Inspirato Incorporated through their ownership of Class V Common Stock of Inspirato Incorporated (“Continuing Inspirato Members”). In connection with the Business Combination, among other things, (i) the Company changed its name to “Inspirato Incorporated”, (ii) each of the then issued and outstanding Class A and Class B common stock of Thayer, converted automatically, on a one-for-one basis, into a share of Class A Common Stock of Inspirato Incorporated, (iii) each of the then issued and outstanding warrants of Thayer converted automatically into a redeemable warrant to purchase one share of Class A Common Stock, and (iv) each of the then issued and outstanding units of Thayer that had not been previously separated into the underlying Thayer Class A Common Stock and Thayer public warrant upon the request of the holder thereof, were cancelled and entitled the holder thereof to one share of Inspirato Class A Common Stock and one As a result of the Business Combination, each outstanding unit of Inspirato LLC was cancelled and each unitholder received either (i) a number of shares of Class A Common Stock equal to 37.2275 (the “Exchange Ratio”) for each unit of Inspirato LLC owned and certain rights under a tax receivable agreement (the “Tax Receivable Agreement”) or (ii) a number of new common units of Inspirato LLC (“New Common Units”) equal to the Exchange Ratio, an equal number of shares of Class V Common Stock, which have no economic value, but entitles the holder thereof to one vote per share, and certain rights under the Tax Receivable Agreement. This exchange resulted in Inspirato Incorporated owning 41.2% of the issued and outstanding units of Inspirato LLC at the Closing and the Continuing Inspirato Members owning a noncontrolling interest of Inspirato LLC. In addition, options to purchase Inspirato LLC units were converted into options to purchase shares of Class A Common Stock at the Exchange Ratio. Accordingly, the financial statements reflect the continuation of the financial statements of Inspirato LLC with the Business Combination being treated as the equivalent of Inspirato LLC issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company were recognized as of the Business Combination at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Inspirato LLC and the accumulated deficit of Inspirato LLC has been carried forward after the Closing. All periods prior to the Business Combination have been retrospectively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to give effect to the reverse recapitalization. In connection with the Closing, the Company raised $90 million of gross proceeds including $88 million from the issuance of 8.8 million shares of Class A Common Stock to a number of accredited investors pursuant to a separate subscription agreement entered into on June 30, 2021, as amended. The Company incurred $25 million in transaction costs during the three months ended March 31, 2022, consisting of banking, legal and other professional fees, of which $24 million was recorded as a reduction to additional paid-in capital and the remaining $1.1 million was expensed in the condensed consolidated statement of operations and comprehensive loss. The total net cash proceeds to the Company as a result of the Business Combination was $66 million. During the three months ended March 31, 2022 and 2023, the Company issued 0 and 2,157,052 shares, respectively, of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock.

Revenue

Revenue	3 Months Ended
Revenue	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Revenue	(4) Revenue Revenues are as follows: Three Months Ended March 31, 2022 2023 (in thousands) Travel $ 49,773 $ 55,128 Subscription 32,166 36,511 Other 134 61 Total $ 82,073 $ 91,700 The Company recognizes assets and liabilities related to contracts with customers. Commissions that are incremental costs to obtain a contract where the initial contract term and period of benefit is more than one year are capitalized and amortized over the life of the initial contract and are included within other current assets and other noncurrent assets on the condensed consolidated balance sheet. Assets and liabilities related to contracts with customers are as follows: December 31, March 31, 2022 2023 (in thousands) Assets: Accounts receivable, net $ 3,140 $ 6,022 Other current assets — 264 Other noncurrent assets — 355 Liabilities: Deferred revenue, current and noncurrent $ 186,054 $ 182,282

Prepaid Expenses and Prepaid Me

Prepaid Expenses and Prepaid MemberTravel	3 Months Ended
Prepaid Expenses and Prepaid MemberTravel	Mar. 31, 2023
Prepaid Expenses and Prepaid MemberTravel
Prepaid Expenses and Prepaid Member Travel	(5) Prepaid Expenses and Prepaid Member Travel Prepaid expenses Prepaid expenses are as follows: December 31, March 31, 2022 2023 (in thousands) Property operations $ 4,299 $ 4,174 Software 3,601 3,266 Operating supplies 1,441 1,386 Insurance 1,581 2,304 Total $ 10,922 $ 11,130 Prepaid Member Travel Prepaid subscriber travel of $20 million and $25 million at December 31, 2022 and March 31, 2023, respectively, includes deposits for future member travel.

Property and Equipment

Property and Equipment	3 Months Ended
Property and Equipment	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	(6) Property and Equipment Property and equipment are as follows: Useful life December 31, March 31, (years) 2022 2023 (in thousands) Residence leasehold improvements 3 $ 15,302 $ 16,321 Internal-use software 3 13,559 14,297 Corporate office leasehold improvements 3 5,156 5,156 Computer equipment 3 1,436 1,436 Furniture, fixtures, and equipment 5 1,208 1,214 Residence vehicles 5 806 820 Total cost 37,467 39,244 Accumulated depreciation and amortization 19,169 20,880 Property & equipment, net $ 18,298 $ 18,364

Income Taxes

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	(7) Income Taxes At March 31, 2023, Inspirato Incorporated holds 49.2% of the economic interest in Inspirato LLC (see Note 3 and 16), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income or loss is passed through to its members and included in their tax returns, even though such net taxable income may not have actually been distributed. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its 49.2% distributive share of the net taxable income of Inspirato LLC. Inspirato Incorporated is also subject to taxes in foreign jurisdictions. The effective income tax rate was negative 0.75% and negative 3.51% for the three months ended March 31, 2022 and 2023, respectively. The effective income tax rate for the three months ended March 31, 2022 and 2023 differed significantly from the statutory rate in the respective periods, primarily due to the losses allocated to noncontrolling interests and the recognition of a valuation allowance as a result of the Company’s new tax structure following the Business Combination. Income tax expense recorded in the three months ended March 31, 2022 and 2023 represents amounts owed to foreign taxing authorities. The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Inspirato Incorporated as of the Closing and as of March 31, 2023, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. The Company’s income tax filings are subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.

Debt

Debt	3 Months Ended
Debt	Mar. 31, 2023
Debt Disclosure [Abstract]
Debt	(8) Debt Loan Facility In October 2020, the Company obtained a revolving line of credit (“Revolver”) that was scheduled to mature October 2023 and was terminated in March 2023. This Revolver had a limit of $14 million. Interest rates associated with the Revolver adjusted based on the prime rate and outstanding balance. The interest rate was 8.50% at December 31, 2022. Interest expense related to the Revolver totaled $0.1 million and $0, respectively, for the three months ended March 31, 2022 and 2023.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
Fair Value Measurements	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	(9) Fair Value Measurements The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the “exit price” that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between independent market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities. ● Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Factors used to develop the estimated fair value are unobservable inputs that are not supported by market activity. The sensitivity of the fair value measurement to changes in unobservable inputs may result in a significantly higher or lower measurement. Level 1 financial liabilities consist of valuation of its Public Warrants. The carrying values on the condensed consolidated balance sheets of the Company’s cash and cash equivalents, restricted cash, accounts receivable, prepaids, other current assets, accounts payable, accrued liabilities, deferred rent, lease liabilities, deferred revenue, and other liabilities approximate fair values due to their short-term maturities. The carrying amount of the Company’s short-term and long-term borrowings, if any, are considered Level 2 liabilities and approximate fair value based on current rates and terms available to the Company for similar debt. The Company utilizes Level 3 inputs in performing its annual goodwill impairment test for 2022.

Loss per share

Loss per share	3 Months Ended
Loss per share	Mar. 31, 2023
Earnings Per Share [Abstract]
Loss per share	(10) Loss per share The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. Class V Common Stock does not have economic rights in Inspirato Incorporated, including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share is computed using the two-class method. Basic loss per share is based on the weighted average number of Class A shares outstanding during the period. Diluted loss per share is based on the weighted average number of Class A shares used for the basic earnings per share calculation, adjusted for the dilutive effect of restricted stock units, nonqualified stock options, warrants, and profits interests, if any, using the “treasury stock” method. In addition, “Net loss attributable to Inspirato Incorporated Class A shares” is adjusted for the after-tax impact of changes to the fair value of derivative liabilities, to the extent the Company’s Warrants are dilutive. The Company’s Class V Common Stock is neither dilutive nor anti-dilutive for the periods presented as their assumed conversion under the “if-converted” method to “Weighted-average shares for diluted loss per share” would cause a proportionate increase to “Net loss attributable to Inspirato Incorporated” for diluted loss per share. Three Months Ended March 31, 2022 2023 (in thousands except per share amounts) Numerator Net loss attributable to Inspirato Incorporated $ (12,302) $ (2,896) Denominator Basic and diluted weighted average Class A shares outstanding 42,312 64,517 Basic and diluted net loss attributable to Inspirato Incorporated per Class A share $ (0.29) $ (0.04) The following securities were anti-dilutive: Three Months Ended March 31, 2022 2023 (in thousands) Restricted stock units — 15,803 Stock options 7,734 5,146 Preferred warrants 238 — Common stock warrants 7,071 8,625 Profit interests 4,654 9,280 Anti-dilutive securities 19,697 38,854

Leases

Leases	3 Months Ended
Leases	Mar. 31, 2023
Leases [Abstract]
Leases	(11) Leases The Company enters into operating leases primarily for standalone homes, luxury condos and hotel rooms. Active leases have initial terms ranging from 1 20 years The following table details the composition of operating lease expense: Three Months Ended March 31, 2022 2023 (in thousands) Operating lease expense $ 18,327 $ 22,798 Variable lease expense 659 386 As of March 31, 2023, the maturities of the Company’s operating lease liabilities (excluding short-term leases) were as follows: Operating leases (in thousands) Remainder of 2023 $ 64,407 Year ending December 31, 2024 63,613 Year ending December 31, 2025 51,324 Year ending December 31, 2026 43,288 Year ending December 31, 2027 30,564 Thereafter 74,930 Total minimum lease payments 328,126 Less: interest expense (58,514) Present value of lease obligations 269,612 Less: current lease obligations (67,057) Long-term lease obligations $ 202,555 The following table presents additional information about our lease obligations: As of December 31, 2022 As of March 31, 2023 Weighted-average remaining lease term (in years): Operating leases 5.6 5.6 Weighted-average discount rate: Operating leases 5.13 % 6.83 %

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	(12) Commitments and Contingencies Litigation The Company is involved in various legal proceedings. The Company establishes reserves for specific legal proceedings when it determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified certain other legal matters where the Company believes an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. The Company does not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. The Company recognizes legal fees related to any ongoing legal proceeding as incurred. On February 16, 2023, a class action lawsuit was filed in the U.S. District Court in the District of Colorado captioned Keith Koch, Individually and on behalf of all others similarly situated v. Inspirato Incorporated, Brent Handler, and R. Webster Neighbor. The complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, and Section 20(a) of the Exchange Act against the individual defendants. The complaint generally alleges that certain of 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 unaudited condensed consolidated financial statements as of and for the quarterly periods ended March 31, 2022 and June 30, 2022. Reimbursement and Security Agreement Inspirato LLC is a party to a financial guarantee bond agreement dated September 2019 for a surety bond of $20 million and a related general corporate indemnification. The financial guarantee bond agreement remains in effect and its term is continuous to align with the term of the agreement it supports. Leases As of March 31, 2023, the Company was party to 52 leases that had not yet commenced. Future payments under these leases were $92 million at March 31, 2023.

Warrants

Warrants	3 Months Ended
Warrants	Mar. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
Warrants	(13) Warrants Public Warrants The Company is party to issued and outstanding Warrants to purchase its Class A Common Stock at a price of $11.50 per share, subject to adjustment for stock splits and/or extraordinary dividends, as described in the Assignment, Assumption and Amendment Agreement between the Company and Computershare Trust Company, N.A., as warrant agent, in respect of the Warrant Agreement between Thayer and Continental Stock Transfer & Trust Company (collectively, the “Warrant Agreement”). As of March 31, 2023, there were 8.6 million Public Warrants outstanding. Each of the Public Warrants are exercisable for one share of Class A Common Stock. The Company accounts for Public Warrants as liabilities at fair value within warrants on the condensed consolidated balance sheets because the Warrants do not meet the criteria for classification within equity. The Public Warrants are subject to remeasurement at each balance sheet date. As of December 31, 2022 and March 31, 2023, the Public Warrants had a fair value of $0.8 million and $0.9 million, respectively. For the three months ended March 31, 2022 and 2023, a loss of $18 million and $0.1 million, respectively, were recorded in warrant fair value losses in the condensed consolidated statements of comprehensive loss. Saks Warrants In March 2023, the Company and Saks.com LLC (“Saks”) entered into a Commercial Referral and Marketing Agreement (the "Commercial Agreement") and a Warrant Agreement pursuant to which Saks may acquire up to 18 million shares of the Company’s Class A Common Stock (the “Saks Warrant Shares”). The Saks Warrant Shares shall vest and become exercisable by Saks based on certain subscription purchase referrals made by Saks to the Company under the terms of the Commercial Agreement. The exercise price with respect to the Saks Warrant Shares is $2.00 per share. Subject to certain conditions, including vesting conditions, the Saks Warrant Shares may be exercised, in whole or in part and for cash or on a net exercise basis, at any time before the later of the termination of the Commercial Agreement or 90 days after the final vesting of the Saks Warrant Shares.

Equity of Inspirato LLC

Equity of Inspirato LLC	3 Months Ended
Equity of Inspirato LLC	Mar. 31, 2023
Equity and Temporary Equity Disclosure [Abstract]
Equity of Inspirato LLC	(14) Equity of Inspirato LLC For periods prior to the Business Combination, Inspirato LLC had equity-based compensation described in Note 15. Holders of the Inspirato LLC equity received Class A Common Stock or Class V Common Stock and New Common Units, pursuant to the terms of the Business Combination. The Company recast the units outstanding related to the Historical Inspirato LLC Equity prior to the Business Combination, reflecting the exchange ratio of 1-for-37.2275, pursuant to the Business Combination Agreement.

Equity Based Compensation

Equity Based Compensation	3 Months Ended
Equity Based Compensation	Mar. 31, 2023
Share-based Payment Arrangement [Abstract]
Equity Based Compensation	(15) Equity-Based Compensation Unit Option Plan Prior to the Business Combination, the board of Inspirato LLC maintained an equity-based compensation plan (the “Unit Option Plan”), which provided for the grant of options to purchase the Inspirato LLC’s common units, to Inspirato LLC’s employees, directors and consultants. No no 10-year Each Inspirato LLC option from the Unit Option Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of the Class A Common Stock based on the Exchange Ratio (the “Exchanged Options”). Except as specifically provided in the Business Combination agreement, following the Business Combination, each Exchanged Option has continued to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Inspirato LLC option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. As of March 31, 2023, option expense remaining to be recognized was $0.4 million and will be recognized over the next two years. There were 7.6 million and 4.8 million shares of Class A Common Stock subject to outstanding options at March 31, 2022 and 2023, respectively. There were 26 thousand and 0.6 million options exercised during the three months ended March 31, 2022 and 2023, respectively. Profits Interests Prior to the Business Combination, Inspirato LLC granted awards of profits interests to certain key employees. In connection with the Business Combination, the profits interests were treated like other units in Inspirato LLC with respect to the consideration received as part of the Business Combination. Profits interests have been issued to certain executives. Each award of profits interests vests over the time period set forth in each individual profits interest award agreement underlying the award, subject to the applicable executive’s continued service. If an executive terminated service, any unvested profits interests held by such executive would be forfeited to Inspirato LLC. If Inspirato LLC experienced a “deemed liquidation event,” all of the then-outstanding and unvested profits interests would accelerate and fully vest upon a change of control event. Profits interests were non-voting profits interest incentive units pursuant to individual award agreements, which set forth such additional terms and conditions, including the vesting and forfeiture terms. The profits interests participate in the distributions upon vesting of the units. At both December 31, 2022 and March 31, 2023, there were 2021 Plan In connection with the Business Combination, the Company’s board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan became effective upon the consummation of the Business Combination. Under the 2021 Plan, the Company may grant options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and performance awards to employees, directors and consultants. Subject to the adjustment provisions contained in the 2021 Plan and the evergreen provision described below, the maximum number of shares of Class A Common Stock that may be issued pursuant to awards under the 2021 Plan is (i) 15,900,000 shares of Class A Common Stock plus (ii) any shares subject to stock options or other awards that were assumed in the Business Combination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 7,453,734 shares of Class A Common Stock. The 2021 Plan also includes an evergreen provision that provides for an automatic annual increase to the number of shares of Class A Common Stock available for issuance under the 2021 Plan on the first day of each fiscal year beginning with the 2022 fiscal year, equal to the least of: (x) 19,900,000 shares of Class A Common Stock, (y) 5% of the total number of shares of all classes of the Company’s common stock as of the last day of the Company’s immediately preceding fiscal year and (z) such lesser amount determined by the 2021 Plan’s administrator. The 2021 Plan provides that the evergreen provision will operate only until the 10 th The RSUs are unvested and subject to each employee’s continued employment with the Company. The vesting start date for RSUs issued to existing employees as part of the first grant is January 1, 2022. Subsequent RSU grants have a vesting start date equal to the RSU grant date. Once granted, the RSUs vest over a period of three to four years . RSUs typically have a cliff vesting of one -third and one -fourth of the grant amount for three-year and four-year vesting periods, respectively, and continue to vest quarterly thereafter. The vesting term of each RSU is stated in the individual respective agreement. At March 31, 2023, there was $28 million of unrecognized compensation cost related to RSUs which is expected to be recognized over a weighted average of 2.9 years.

Noncontrolling Interest

Noncontrolling Interest	3 Months Ended
Noncontrolling Interest	Mar. 31, 2023
Noncontrolling Interest [Abstract]
Noncontrolling Interest	(16) Noncontrolling Interest The financial results of Inspirato LLC and its subsidiaries are consolidated with and into Inspirato Incorporated. For the period February 11, 2022 through March 31, 2022, 58.8% of the consolidated net loss of Inspirato LLC has been allocated to the noncontrolling interests of Inspirato LLC. During the three months ended March 31, 2022 and 2023, the Company issued The following tables summarize the changes in ownership of Inspirato LLC excluding unvested profits interests. For the period from February 11, 2022 through March 31, 2022: New Common Units Inspirato Incorporated Continuing Inspirato Members Continuing Inspirato Members Subject to Vesting Total (in thousands) Recapitalization 46,832 66,945 2,836 116,613 End of period 46,832 66,945 2,836 116,613 For the period from January 1, 2023 through March 31, 2023: New Common Units Inspirato Incorporated Continuing Inspirato Members Continuing Inspirato Members Subject to Vesting Total (in thousands) Beginning of period 55,253 59,653 1,707 116,613 Conversion of Class V to Class A 2,157 (2,157) — — Vesting of profits interests — 218 (218) — End of period 57,410 57,714 1,489 116,613

Employee Benefit Plan

Employee Benefit Plan	3 Months Ended
Employee Benefit Plan	Mar. 31, 2023
Employee Benefit Plan
Employee Benefit Plan	(17) Employee Benefit Plan The Company sponsors a defined contribution 401(k) plan (the “Plan”) that covers substantially all employees. Employees are eligible to begin participating in the Plan at the beginning of the first month following their employment with the Company. Employees participating in the Plan may contribute up to 90 percent of their compensation up to Internal Revenue Service (“IRS”) annual limitations. The Company matches 50 percent of an employee’s contribution up to 6 percent of eligible pay with immediate 100 percent vesting. This match has a $1,500 per employee cap each year. The Plan provides for the Company to make a discretionary matching contribution. Total contributions to the Plan totaled $0.5 million and $0.6 million for the three months ended March 31, 2022 and 2023, respectively.

Related Party Transactions

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2023
Related Party Transactions
Related Party Transactions	(18) Related Party Transactions As part of the Portico acquisition in 2013, Inspirato LLC entered into certain ancillary and commercial arrangements with Exclusive Resorts, primarily involving the continuation of services to Portico members until such memberships terminate. At December 31, 2022 and March 31, 2023, balances due from related parties for these arrangements totaled $0.7 million and $0.4 million, respectively. Revenue related to these arrangements is included in the Company's travel revenue. Separating revenue related to Portico's members from the Company's total travel revenue is not practicable. Under the property usage agreements, Inspirato LLC pays Exclusive Resorts to use and operate certain Exclusive Resorts homes for Inspirato subscribers’ usage. For the three months ended March 31, 2022 and 2023, Inspirato recognized $0.7 million and $0.4 million, respectively, in related party expense related to these agreements. At December 31, 2022 and March 31, 2023, Inspirato had paid all amounts due and payable under the property usage agreements. Inspirato LLC entered into lease agreements with certain Company executives whereby Inspirato LLC pays those executives a purchase fee in advance of the leased property becoming available for occupancy. Total payments made under these lease agreements for the three months ended March 31, 2022 and 2023 totaled $15 thousand in each period.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2023
Significant Accounting Policies
Basis of Presentation	(a) Basis of Presentation The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read together with the Company’s audited consolidated financial statements and accompanying notes included in the 2022 Annual Report on Form 10K. These unaudited 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 March 31, 2023 and the results of operations for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023 or any other future interim or annual period. The historical equity of Inspirato LLC was previously recast in all periods up to the Closing Date, to reflect the number of shares of Inspirato Incorporated’s Class A Common Stock (as defined below) and Class V Common Stock (as defined below) issued to Inspirato LLC Holders in connection with the Business Combination. The Company recast the units outstanding related to the historical Inspirato LLC preferred units and common units (the “Historical Inspirato LLC Equity”) prior to the Business Combination, reflecting the exchange ratio of 1-for-37.2275, pursuant to the Business Combination Agreement. The condensed consolidated financial statements and related notes thereto give effect to the conversion for all periods presented. The condensed consolidated financial statements do not necessarily represent the capital structure of Inspirato Incorporated had the Business Combination occurred in prior periods.
Principles of Consolidation	(b) Principles of Consolidation For the periods after February 11, 2022, the condensed consolidated financial statements comprise the accounts of the Company and its consolidated subsidiaries, including Inspirato LLC. In determining the accounting of Inspirato Incorporated’s interest in Inspirato LLC after the Business Combination, management concluded Inspirato LLC was not a variable interest entity and as such, Inspirato LLC was evaluated under the voting interest model. As Inspirato Incorporated has the right to appoint a majority of the managers of Inspirato LLC, Inspirato Incorporated controls Inspirato LLC, and therefore, the financial results of Inspirato LLC and its subsidiaries, after the Closing on February 11, 2022, are consolidated with and into Inspirato Incorporated’s financial statements. All intercompany accounts and transactions among the Company and its consolidated subsidiaries have been eliminated. For the days and periods prior to Business Combination, the consolidated financial statements of the Company comprise the accounts of Inspirato LLC and its wholly owned subsidiaries. All intercompany accounts and transactions among Inspirato LLC and its consolidated subsidiaries were eliminated.
Use of Estimates	(c) Use of Estimates The preparation of 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 reported amounts of revenue and expenses during the reporting period. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates. The condensed consolidated financial statements include amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation and estimated economic lives of capitalized software and long-lived assets, incremental borrowing rates as they relate to leases, contingencies, allowance accounts, and fair value measurements related to stock-based compensation.
Significant Accounting Policies	(d) Significant Accounting Policies There were no significant changes to the policies disclosed in Note 2, Significant Accounting Policies of the Company's consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Reclassification of Prior Year Presentation	(e) Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022, to separately identify amortization of Right of Use Assets and change in Lease Liability. This change in classification does not affect previously reported cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows
Recently Adopted Accounting Pronouncements	(f) Recently Adopted Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including accounts receivable. The Company adopted Accounting Standards Codification (“ASC”) 326 using the modified retrospective method for all financial assets measured at amortized cost. Results for reporting periods beginning after January 1, 2023 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a net decrease to retained earnings of $0.2 million as of January 1, 2023 for the cumulative effect of adopting ASC 326.

Revenue (Tables)

Revenue (Tables)	3 Months Ended
Revenue (Tables)	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Schedule of revenues	Three Months Ended March 31, 2022 2023 (in thousands) Travel $ 49,773 $ 55,128 Subscription 32,166 36,511 Other 134 61 Total $ 82,073 $ 91,700
Schedule of assets and liabilities related to contracts with customers	December 31, March 31, 2022 2023 (in thousands) Assets: Accounts receivable, net $ 3,140 $ 6,022 Other current assets — 264 Other noncurrent assets — 355 Liabilities: Deferred revenue, current and noncurrent $ 186,054 $ 182,282

Prepaid Expenses and Prepaid _2

Prepaid Expenses and Prepaid Member Travel (Tables)	3 Months Ended
Prepaid Expenses and Prepaid Member Travel (Tables)	Mar. 31, 2023
Prepaid Expenses and Prepaid MemberTravel
Schedule of prepaid expenses	December 31, March 31, 2022 2023 (in thousands) Property operations $ 4,299 $ 4,174 Software 3,601 3,266 Operating supplies 1,441 1,386 Insurance 1,581 2,304 Total $ 10,922 $ 11,130

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
Property and Equipment (Tables)	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Useful life December 31, March 31, (years) 2022 2023 (in thousands) Residence leasehold improvements 3 $ 15,302 $ 16,321 Internal-use software 3 13,559 14,297 Corporate office leasehold improvements 3 5,156 5,156 Computer equipment 3 1,436 1,436 Furniture, fixtures, and equipment 5 1,208 1,214 Residence vehicles 5 806 820 Total cost 37,467 39,244 Accumulated depreciation and amortization 19,169 20,880 Property & equipment, net $ 18,298 $ 18,364

Loss per share (Tables)

Loss per share (Tables)	3 Months Ended
Loss per share (Tables)	Mar. 31, 2023
Earnings Per Share [Abstract]
Schedule of basic and diluted earnings per share	Three Months Ended March 31, 2022 2023 (in thousands except per share amounts) Numerator Net loss attributable to Inspirato Incorporated $ (12,302) $ (2,896) Denominator Basic and diluted weighted average Class A shares outstanding 42,312 64,517 Basic and diluted net loss attributable to Inspirato Incorporated per Class A share $ (0.29) $ (0.04)
Schedule of anti-dilutive securities	Three Months Ended March 31, 2022 2023 (in thousands) Restricted stock units — 15,803 Stock options 7,734 5,146 Preferred warrants 238 — Common stock warrants 7,071 8,625 Profit interests 4,654 9,280 Anti-dilutive securities 19,697 38,854

Leases (Tables)

Leases (Tables)	3 Months Ended
Leases (Tables)	Mar. 31, 2023
Leases [Abstract]
Summary of composition of lease expense	Three Months Ended March 31, 2022 2023 (in thousands) Operating lease expense $ 18,327 $ 22,798 Variable lease expense 659 386
Schedule of maturities of operating liabilities	Operating leases (in thousands) Remainder of 2023 $ 64,407 Year ending December 31, 2024 63,613 Year ending December 31, 2025 51,324 Year ending December 31, 2026 43,288 Year ending December 31, 2027 30,564 Thereafter 74,930 Total minimum lease payments 328,126 Less: interest expense (58,514) Present value of lease obligations 269,612 Less: current lease obligations (67,057) Long-term lease obligations $ 202,555
Summary of additional lease obligation and supplemental cash flow information	The following table presents additional information about our lease obligations: As of December 31, 2022 As of March 31, 2023 Weighted-average remaining lease term (in years): Operating leases 5.6 5.6 Weighted-average discount rate: Operating leases 5.13 % 6.83 %

Noncontrolling Interest (Tables

Noncontrolling Interest (Tables)	3 Months Ended
Noncontrolling Interest (Tables)	Mar. 31, 2023
Noncontrolling Interest [Abstract]
Summary of changes in ownership of New Common Units in Inspirato LLC	The following tables summarize the changes in ownership of Inspirato LLC excluding unvested profits interests. For the period from February 11, 2022 through March 31, 2022: New Common Units Inspirato Incorporated Continuing Inspirato Members Continuing Inspirato Members Subject to Vesting Total (in thousands) Recapitalization 46,832 66,945 2,836 116,613 End of period 46,832 66,945 2,836 116,613 For the period from January 1, 2023 through March 31, 2023: New Common Units Inspirato Incorporated Continuing Inspirato Members Continuing Inspirato Members Subject to Vesting Total (in thousands) Beginning of period 55,253 59,653 1,707 116,613 Conversion of Class V to Class A 2,157 (2,157) — — Vesting of profits interests — 218 (218) — End of period 57,410 57,714 1,489 116,613

Nature of Business (Details)

Nature of Business (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Nature of Business (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Nature of Business
Impairment recorded	$ 0	$ 0

Significant Accounting Polici_3

Significant Accounting Policies - Narrative (Details) $ in Thousands	Mar. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 11, 2022
Retained earnings	$ (236,923)		$ (233,931)
ASU 2016-13
Retained earnings		$ (200)
Class A Common Stock \| Reverse Capitalization
Exchange ratio of outstanding units to stock	37.2275			37.2275

Reverse Recapitalization (Detai

Reverse Recapitalization (Details) $ in Millions		3 Months Ended
Reverse Recapitalization (Details) $ in Millions	Feb. 11, 2022 USD ($) shares	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 shares	Dec. 31, 2022 shares
Reverse Capitalization
Issuance of Class A shares upon conversion of Class V shares (in shares)		2,157,052	0
Class A Common Stock
Reverse Capitalization
Common stock shares issued		66,700,000		62,716,000
Common stock shares outstanding		66,700,000		62,716,000
Class V Common Stock
Reverse Capitalization
Common stock shares issued		59,203,000		61,360,000
Common stock shares outstanding		59,203,000		61,360,000
Reverse Capitalization
Reverse Capitalization
Conversion ratio of Thayer Class A Common Stock to Inspirato Class A Common Stock	1
Number of share prior issued and outstanding units entitle to Inspirato Warrant	0.5
Common Stock, Number Of Votes Per Share	1
Gross proceeds \| $	$ 90
Transaction costs incurred \| $		$ 25
Net cash proceeds \| $		66
Reverse Capitalization \| Operating Expenses
Reverse Capitalization
Transaction costs incurred \| $		1.1
Reverse Capitalization \| Additional Paid-in Capital
Reverse Capitalization
Transaction costs incurred \| $		$ 24
Reverse Capitalization \| Inspirato LLC
Reverse Capitalization
Ownership (as a percent)	41.20%	49.20%
Reverse Capitalization \| Class A Common Stock
Reverse Capitalization
Conversion ratio of Thayer Warrants to to Inspirato Warrants	1
Number of share prior issued and outstanding units entitle to Inspirato stock	1
Exchange ratio of outstanding units to stock	37.2275	37.2275
Gross proceeds \| $	$ 88
Conversion of units into common stock in connection with the reverse recapitalization (in shares)	8,800,000

Revenue - Revenue Disaggregatio

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues
Revenue	$ 91,700	$ 82,073
Travel
Revenues
Revenue	55,128	49,773
Subscription
Revenues
Revenue	36,511	32,166
Other
Revenues
Revenue	$ 61	$ 134

Revenue - Contract with Custome

Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Liabilities:
Deferred revenue, current and noncurrent	$ 182,282	$ 186,054
Accounts receivable, net
Assets:
Assets related to contracts with customers	6,022	$ 3,140
Other current assets
Assets:
Assets related to contracts with customers	264
Other noncurrent assets
Assets:
Assets related to contracts with customers	$ 355

Prepaid Expenses and Prepaid _3

Prepaid Expenses and Prepaid Member Travel (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Prepaid Expenses and Prepaid MemberTravel
Prepaid Member Travel	$ 25,005	$ 19,915
Prepaid expenses
Property operations	4,174	4,299
Software	3,266	3,601
Operating supplies	1,386	1,441
Insurance	2,304	1,581
Total	$ 11,130	$ 10,922

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment
Total cost	$ 39,244	$ 37,467
Accumulated depreciation and amortization	20,880	19,169
Property & equipment, net	$ 18,364	$ 18,298
Residence leasehold improvements
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 16,321	$ 15,302
Internal-use software
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 14,297	$ 13,559
Corporate office leasehold improvements
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 5,156	$ 5,156
Computer equipment
Property, Plant and Equipment
Useful life	3 years	3 years
Total cost	$ 1,436	$ 1,436
Furniture, fixtures and equipment
Property, Plant and Equipment
Useful life	5 years	5 years
Total cost	$ 1,214	$ 1,208
Residence vehicles
Property, Plant and Equipment
Useful life	5 years	5 years
Total cost	$ 820	$ 806

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details)	3 Months Ended
Income Taxes - Narrative (Details)	Mar. 31, 2023	Mar. 31, 2022	Feb. 11, 2022
Effective tax rate	(3.51%)	(0.75%)
Reverse Capitalization \| Inspirato LLC
Ownership (as a percent)	49.20%		41.20%

Debt - Loan Facility (Details)

Debt - Loan Facility (Details) - Loan Facility - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Oct. 31, 2020
Debt
Maximum borrowing capacity				$ 14,000
Interest rate (as a percent)			8.50%
Interest expense	$ 0	$ 100

Loss per share (Details)

Loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator
Net loss attributable to Inspirato Incorporated	$ (2,896)	$ (12,302)
Denominator
Basic weighted average Class A shares outstanding	64,517	42,312
Diluted weighted average Class A shares outstanding	64,517	42,312
Basic net loss attributable to Inspirato Incorporated per Class A share	$ (0.04)	$ (0.29)
Diluted net loss attributable to Inspirato Incorporated per Class A share	$ (0.04)	$ (0.29)

Loss per share - Anti-dilutive

Loss per share - Anti-dilutive securities (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Anti-dilutive securities
Anti-dilutive securities	38,854	19,697
Restricted Stock Units
Anti-dilutive securities
Anti-dilutive securities	15,803
Stock options
Anti-dilutive securities
Anti-dilutive securities	5,146	7,734
Warrants \| Preferred Stock
Anti-dilutive securities
Anti-dilutive securities		238
Warrants \| Common Stock
Anti-dilutive securities
Anti-dilutive securities	8,625	7,071
Profits interests
Anti-dilutive securities
Anti-dilutive securities	9,280	4,654

Leases - Operating lease expens

Leases - Operating lease expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating lease expense
Operating lease expense	$ 22,798	$ 18,327
Variable lease expense	$ 386	$ 659
Minimum
Lessee, Lease, Description [Line Items]
Active leases, initial term	3 years
Maximum
Lessee, Lease, Description [Line Items]
Active leases, initial term	15 years

Leases - Maturities of operatin

Leases - Maturities of operating liabilities excluding short-term leases (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Operating leases
Remainder of 2023	$ 64,407
2024	63,613
2025	51,324
2026	43,288
2027	30,564
Thereafter	74,930
Total minimum lease payments	328,126
Less: interest expense	(58,514)
Present value of lease obligations	269,612
Less: current lease obligations	(67,057)	$ (74,299)
Long-term portion of lease obligations	$ 202,555	$ 208,159

Leases - Additional information

Leases - Additional information about lease obligations and supplemental cash flow information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Weighted-average remaining lease term (in years):
Operating leases	5 years 7 months 6 days		5 years 7 months 6 days
Weighted-average discount rate
Operating leases	6.83%		5.13%
Cash paid for amounts included in the measurement of lease liabilities:
Leased assets obtained in exchange for new operating lease liabilities	$ 11,732	$ 239,785

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2023 USD ($) lease
Commitments and contingencies
Surety bond amount	$ 20,000
Future payments	$ 328,126
Leases not yet commenced
Commitments and contingencies
Number of leases \| lease	52
Future payments	$ 92,000

Warrants (Details)

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Warrants
Fair value of warrants outstanding	$ 863	$ 863		$ 759
Warrant fair value losses		$ 104	$ 17,670
Class A Common Stock
Warrants
Warrant exercise price (in dollars per share)	$ 11.50	$ 11.50
Number of warrants outstanding	8,600,000	8,600,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1	1
Fair value of warrants outstanding	$ 900	$ 900		$ 800
Warrant fair value losses		$ 100	$ (18,000)
Saks Warrant
Warrants
Warrant exercise price (in dollars per share)	$ 2	$ 2
Termination period of the commercial agreement	90 days
Saks Warrant \| Maximum
Warrants
Number of shares of Common Stock acquired with warrants	18,000,000	18,000,000

Equity of Inspirato LLC (Detail

Equity of Inspirato LLC (Details) shares in Thousands	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Feb. 11, 2022
Class A Common Stock
Members' equity and temporary equity
Common stock shares authorized	1,000,000	1,000,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock shares outstanding	66,700	62,716
Class V Common Stock
Members' equity and temporary equity
Common stock shares authorized	500,000	500,000
Common stock, par value \| $ / shares	$ 0.0001	$ 0.0001
Common stock shares outstanding	59,203	61,360
Reverse Capitalization \| Class A Common Stock
Members' equity and temporary equity
Exchange ratio of outstanding units to stock	37.2275		37.2275

Equity Based Compensation - Uni

Equity Based Compensation - Unit Option Plan (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Unit Option Plan
Other disclosures
Units issued under Plan	0
New equity awards available for issuance	0
Options exercised	0
Stock options
Equity Based Compensation
Award term	10 years
Other disclosures
Units issued under Plan	600,000	26,000
Expense remaining to be recognized	$ 0.4
Period expense remaining to be recognized	2 years
Options outstanding	4,800,000	7,600,000
Options exercised	600,000	26,000
Stock options \| Minimum
Equity Based Compensation
Vesting period	3 years
Stock options \| Maximum
Equity Based Compensation
Vesting period	5 years

Equity Based Compensation - Pro

Equity Based Compensation - Profits Interests (Details) - Profits interests - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests outstanding (in shares)	9,300,000	9,300,000
Profits interest expense remained to be recognized	$ 0.6	$ 0.6
Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Profits interests issued (in shares)	0

Equity Based Compensation - 202

Equity Based Compensation - 2021 Plan (Details) - Equity Incentive Plan 2021 [Member] $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	15,900,000
Number of additional shares authorized	7,453,734
Maximum automatic annual increase (in shares)	19,900,000
Maximum automatic annual increase in shares, as a percentage of shares outstanding	5%
Unrecognized cost, nonoptions \| $	$ 28
Period expense remaining to be recognized	2 years 10 months 24 days
3-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	33.33%
4-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25%
Restricted Stock Units \| Minimum \| 3-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Restricted Stock Units \| Minimum \| 4-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Restricted Stock Units \| Maximum \| 4-year vesting period
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

Noncontrolling Interest (Detail

Noncontrolling Interest (Details) - shares	3 Months Ended		11 Months Ended
Noncontrolling Interest (Details) - shares	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Noncontrolling Interest
Issuance of Class A shares upon conversion of Class V shares (in shares)	2,157,052	0
Class V Common Stock
Noncontrolling Interest
Common stock shares outstanding	59,203,000		61,360,000
Class A Common Stock
Noncontrolling Interest
Common stock shares outstanding	66,700,000		62,716,000
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Common units outstanding		46,832,000	57,410,000
Issuance of Class A shares upon conversion of Class V shares (in shares)			2,157,000
Legacy Inspirato Holders \| Inspirato LLC
Noncontrolling Interest
Non controlling interest percentage			58.80%

Noncontrolling Interest - Chang

Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares	2 Months Ended	3 Months Ended		11 Months Ended
	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Noncontrolling Interest
Issuance of Class A shares upon conversion of Class V shares (in shares)		2,157,052	0
Inspirato Incorporated \| Inspirato LLC
Noncontrolling Interest
Common units outstanding	46,832,000		46,832,000	57,410,000
Recapitalization	46,832,000			55,253,000
Issuance of Class A shares upon conversion of Class V shares (in shares)				2,157,000
Inspirato LLC
Noncontrolling Interest
Common units outstanding				116,613,000
Recapitalization				116,613,000
Continuing Inspirato Members \| Inspirato LLC
Noncontrolling Interest
Common units outstanding				57,714,000
Recapitalization				59,653,000
Vesting of Profits Interests				218,000
Issuance of Class A shares upon conversion of Class V shares (in shares)				(2,157,000)
Unvested Continuing Inspirato Members [Member] \| Inspirato LLC
Noncontrolling Interest
Common units outstanding				1,489,000
Recapitalization				1,707,000
Vesting of Profits Interests				(218,000)

Employee Benefit Plan (Details)

Employee Benefit Plan (Details) - USD ($)	3 Months Ended
Employee Benefit Plan (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Employee Benefit Plan
Employees participating percentage	90%
Company match percentage	50%
Percent of employer match of employee's eligible pay	6%
Vesting percentage	100%
Maximum amount employer can contribute per employee per year	$ 1,500
Contribution expense	$ 600,000	$ 500,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related party transactions
Accounts receivable, net - related parties	$ 366		$ 663
Executive Officer
Related party transactions
Payments to related party	15	$ 15
Exclusive Resorts
Related party transactions
Payments to related party	$ 400	$ 700