Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-39791 | ||
Entity Registrant Name | INSPIRATO INCORPORATED | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2426959 | ||
Entity Address State Or Province | CO | ||
Entity Address, Address Line One | 1544 Wazee Street | ||
Entity Address, City or Town | Denver | ||
Entity Address, Postal Zip Code | 80202 | ||
City Area Code | 303 | ||
Local Phone Number | 586-7771 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | ||
Trading Symbol | ISPO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 21,000,000 | ||
Entity Central Index Key | 0001820566 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | BDO USA, P.C. | ||
Auditor Location | Denver, Colorado | ||
Auditor Firm ID | 243 | ||
ICFR Auditor Attestation Flag | false | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 3,676,039 | ||
Class V Common Stock | |||
Entity Common Stock, Shares Outstanding | 2,870,964 | ||
Class B Non-Voting Common Stock | |||
Entity Common Stock, Shares Outstanding | 0 | ||
Warrants | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for 0.05 shares of Class A Common Stock at an exercise price of $230.00 per share | ||
Trading Symbol | ISPOW | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 8,624,792 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 36,566 | $ 80,278 |
Restricted cash | 5,700 | 1,661 |
Prepaid member travel | 20,547 | 19,915 |
Prepaid expenses | 6,135 | 10,922 |
Other current assets | 1,744 | 302 |
Total current assets | 74,840 | 116,881 |
Property and equipment, net | 19,504 | 18,298 |
Goodwill | 21,233 | 21,233 |
Right-of-use assets | 209,702 | 271,702 |
Other noncurrent assets | 5,448 | 2,253 |
Total assets | 330,727 | 430,367 |
Current liabilities | ||
Accounts payable and accrued liabilities | 22,748 | 36,086 |
Deferred revenue, current | 160,493 | 167,733 |
Lease liabilities | 61,953 | 74,299 |
Total current liabilities | 245,194 | 278,118 |
Deferred revenue, noncurrent | 17,026 | 18,321 |
Lease liabilities, noncurrent | 196,875 | 208,159 |
Convertible note | 23,854 | |
Warrants | 48 | 759 |
Other noncurrent liabilities | 2,428 | |
Total liabilities | 485,425 | 505,357 |
Commitments and contingencies (Note 16) | ||
Equity (Deficit) | ||
Additional paid-in capital | 255,527 | 245,652 |
Accumulated deficit | (285,782) | (233,931) |
Total equity (deficit) excluding noncontrolling interest | (30,242) | 11,733 |
Noncontrolling interests | (124,456) | (86,723) |
Total equity (deficit) | (154,698) | (74,990) |
Total liabilities and equity (deficit) | 330,727 | 430,367 |
Class A Common Stock | ||
Equity (Deficit) | ||
Common stock | 7 | 6 |
Class V Common Stock | ||
Equity (Deficit) | ||
Common stock | 6 | 6 |
Related Party [Member] | ||
Current assets | ||
Accounts receivable, net - related parties | 842 | 663 |
Nonrelated Party [Member] | ||
Current assets | ||
Accounts receivable, net | $ 3,306 | $ 3,140 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 3,537,000 | 3,136,000 |
Common stock shares outstanding | 3,537,492 | 3,135,832 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 5,000,000 | 5,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Class V Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 25,000,000 | 25,000,000 |
Common stock shares issued | 2,907,000 | 3,068,000 |
Common stock shares outstanding | 2,906,959 | 3,067,974 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||
Revenue | $ 329,100 | $ 345,530 | $ 234,747 |
Cost of revenue (including depreciation of $1,656, $2,245 and $6,090 in 2021, 2022 and 2023, respectively) | 233,942 | 228,401 | 152,747 |
Asset impairments | 40,844 | 925 | |
Gross margin | 54,314 | 116,204 | 82,000 |
General and administrative (including depreciation of $0, $0 and $690 in 2021, 2022 and 2023, respectively) | 72,117 | 65,807 | 49,786 |
Sales and marketing | 32,884 | 39,368 | 28,011 |
Operations | 28,125 | 42,372 | 27,303 |
Technology and development | 11,330 | 14,219 | 4,926 |
Depreciation and amortization | 3,773 | 3,191 | 2,619 |
Interest, net | 1,133 | 188 | 635 |
(Gain) loss on fair value instruments | (2,368) | 1,696 | 456 |
Gain on forgiveness of debt | (9,518) | ||
Other (income) expense, net | 457 | (355) | |
Loss and comprehensive loss before income taxes | (93,138) | (50,282) | (22,218) |
Income tax expense | 721 | 799 | |
Net loss and comprehensive loss | (93,859) | (51,081) | (22,218) |
Net loss and comprehensive loss attributable to noncontrolling interests | 42,104 | 27,024 | |
Net loss and comprehensive loss attributable to Inspirato Incorporated | $ (51,755) | $ (24,057) | $ (22,218) |
Basic weighted average Class A shares outstanding (in shares) | 3,380 | 2,616 | 5,276 |
Diluted weighted average Class A shares outstanding (in shares) | 3,380 | 2,616 | 5,276 |
Basic net loss attributable to Inspirato Incorporated per Class A share (in dollars per share) | $ (15.31) | $ (9.20) | $ (4.21) |
Diluted net loss attributable to Inspirato Incorporated per Class A share (in dollars per share) | $ (15.31) | $ (9.20) | $ (4.21) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||
Cost of revenue, depreciation | $ 6,090 | $ 2,245 | $ 1,656 |
General and administrative | $ 690 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Common Stock Class A Common Stock | Common Stock Class V Common Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit Cumulative effect of change in accounting principle | Accumulated Deficit | Noncontrolling Interests Cumulative effect of change in accounting principle | Noncontrolling Interests | Class A Common Stock | Cumulative effect of change in accounting principle | Total |
Balance at beginning of period at Dec. 31, 2020 | $ 24,267 | $ (187,472) | $ (163,205) | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 5,277,000 | ||||||||||
Increase (decrease) in members equity | |||||||||||
Net loss and comprehensive loss | (22,218) | (22,218) | |||||||||
Equity based compensation | 3,258 | 3,258 | |||||||||
Redeemed united | $ (36) | (7,258) | (7,258) | ||||||||
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes | (148) | (148) | |||||||||
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares) | 1,000 | ||||||||||
Distributions | (120) | (120) | |||||||||
Balance at end of period at Dec. 31, 2021 | 19,999 | (209,690) | (189,691) | ||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 5,242,000 | ||||||||||
Increase (decrease) in members equity | |||||||||||
Net loss and comprehensive loss | (24,057) | $ (27,024) | (51,081) | ||||||||
Equity based compensation | 8,802 | 8,802 | |||||||||
Issuance of common stock | 5,000 | 5,000 | |||||||||
Issuance of common stock (in shares) | 24,000 | ||||||||||
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs | $ 4 | $ 7 | 206,253 | (64,656) | 141,608 | ||||||
Issuance of common stock and common stock warrants upon the reverse recapitalization, net of issuance costs (in shares) | 2,342,000 | 3,489,000 | (5,242,000) | ||||||||
Issuance of common stock upon exercise of warrants | $ 1 | 9,330 | 9,331 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 254,000 | ||||||||||
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes | 1,225 | $ 1,225 | |||||||||
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares) | 95,000 | ||||||||||
Issuance of Class A shares upon conversion of Class V shares | $ 1 | $ (1) | (4,957) | 4,957 | |||||||
Conversion of Class V to Class A (in shares) | 421,000 | (421,000) | 421,000 | 4,957,000 | |||||||
Distributions | (184) | $ (184) | |||||||||
Balance at end of period at Dec. 31, 2022 | $ 6 | $ 6 | 245,652 | (233,931) | (86,723) | (74,990) | |||||
Balance at end of period (in shares) at Dec. 31, 2022 | 3,136,000 | 3,068,000 | |||||||||
Increase (decrease) in members equity | |||||||||||
Net loss and comprehensive loss | (51,755) | (42,104) | (93,859) | ||||||||
Equity based compensation | 13,652 | 13,652 | |||||||||
Issuance of common stock upon exercise and vesting of stock-based awards, net of shares withheld for income taxes | 598 | 598 | |||||||||
Issuance of common stock upon exercise and vesting of stock option awards, net of shares withheld for income taxes (in shares) | 36,000 | ||||||||||
Issuance of common stock through employee stock purchase plan | 105 | 105 | |||||||||
Issuance of common stock through employee stock purchase plan (shares) | 30,000 | ||||||||||
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes (shares) | 174,000 | ||||||||||
Issuance of Class A shares upon conversion of Class V shares | $ 1 | (4,480) | 4,479 | ||||||||
Conversion of Class V to Class A (in shares) | 161,000 | (161,000) | 161,000 | ||||||||
Balance at end of period at Dec. 31, 2023 | $ 7 | $ 6 | $ 255,527 | $ (96) | $ (285,782) | $ (108) | $ (124,456) | $ (204) | $ (154,698) | ||
Balance at end of period (in shares) at Dec. 31, 2023 | 3,537,000 | 2,907,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (93,859) | $ (51,081) | $ (22,218) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 10,553 | 5,436 | 4,275 |
Note financing costs included in interest expense, net | 1,859 | ||
Loss on disposal of fixed assets | 685 | 207 | |
(Gain) loss on fair value instruments | 2,368 | (1,696) | (456) |
Gain on forgiveness of debt | (9,518) | ||
Asset impairments | 40,844 | 925 | |
Equitybased compensation | 13,652 | 8,802 | 3,258 |
Amortization of right-of-use assets | 87,623 | 88,098 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (370) | (751) | 589 |
Accounts receivable, net - related parties | (179) | (277) | 118 |
Prepaid member travel | 432 | 930 | (5,379) |
Prepaid expenses | 1,421 | (4,577) | (4,990) |
Other assets | (1,955) | (725) | 191 |
Accounts payable and accrued liabilities | (6,123) | (4,078) | 20,042 |
Deferred revenue | (13,614) | (5,209) | 42,301 |
Lease liabilities | (89,775) | (85,085) | |
Deferred rent | (370) | ||
Other liabilities | (219) | ||
Net cash provided by (used in) operating activities | (51,393) | (45,689) | 28,755 |
Cash flows from investing activities: | |||
Development of internal-use software | (5,819) | (5,420) | (1,052) |
Purchase of property and equipment | (6,305) | (8,850) | (2,964) |
Net cash used in investing activities | (12,124) | (14,270) | (4,016) |
Cash flows from financing activities: | |||
Repayments of debt | (27,267) | (765) | |
Proceeds from debt | 25,000 | 14,000 | |
Payments of financing costs for Note | (1,859) | ||
Common unit redemptions | (7,258) | ||
Preferred unit redemptions | (496) | ||
Proceeds from reverse recapitalization | 90,070 | ||
Payments of reverse recapitalization costs | (23,899) | ||
Proceeds from issuance of Class A common stock | 105 | 5,000 | |
Payments of employee taxes for share based awards | (178) | (669) | (148) |
Proceeds from option exercises | 776 | 1,894 | |
Distributions | (184) | (120) | |
Net cash provided by (used in) financing activities | 23,844 | 58,945 | (8,787) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (39,673) | (1,014) | 15,952 |
Cash, cash equivalents and restricted cash - beginning of period | 81,939 | 82,953 | 67,001 |
Cash, cash equivalents and restricted cash - end of period | $ 42,266 | $ 81,939 | $ 82,953 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Nature of Business | |
Nature of Business | INSPIRATO INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Nature of Business Inspirato Incorporated and its subsidiaries (the “Company”, also referred to as “Inspirato”) is a subscription-based luxury travel company that provides exclusive access to a managed and controlled portfolio of curated vacation options, delivered through an innovative model designed to ensure the service, certainty and value that discerning customers demand. The Inspirato portfolio includes branded luxury vacation homes, accommodations at five-star hotel and resort partners and custom travel experiences. For travelers, the Company offers access to a diverse portfolio of curated luxury vacation options that includes approximately 450 private luxury vacation homes available to the Company’s customers and accommodations at over 250 luxury hotel and resort partners in the Company’s over 180 destinations around the world as of December 31, 2023. The Company’s portfolio also includes Inspirato Only Bespoke The Company was initially incorporated in Delaware on July 31, 2020 as Thayer Ventures Acquisition Corporation (“Thayer”), a special purpose acquisition company. On February 11, 2022 (the “Closing Date”), the Company and Inspirato LLC consummated the transaction contemplated in the Business Combination Agreement dated June 30, 2021 and as amended September 15, 2021 (together the “Business Combination Agreement”) whereby a subsidiary of the Company merged with and into Inspirato LLC (the “Business Combination”), resulting in Inspirato LLC becoming a subsidiary of the Company. The Company changed its name to “Inspirato Incorporated” upon closing of the Business Combination (the “Closing”). The Business Combination was accounted for as a reverse recapitalization whereby Inspirato LLC acquired Thayer for accounting purposes. As such, the Consolidated Financial Statements presented herein represent the operating results of Inspirato LLC before and after the Business Combination. For additional information see Note 3 – Reverse Recapitalization. As of December 31, 2023, the Company’s only subsidiary is Inspirato LLC. Inspirato LLC generally has subsidiaries in the jurisdictions where the Company has rental properties located. These entities typically lease local properties. Reverse Stock Split On September 26, 2023, the Company’s stockholders approved a proposal to adopt a series of alternative amendments to the Company’s certificate of incorporation to effect a reverse stock split (as defined below). The Company’s Board subsequently approved a final reverse stock split ratio of 1-for- 20 The reverse stock split had no effect on the par value of the Company's Common Stock. The total number of shares of Class A Common Stock that the Company is authorized to issue was reduced from 1,000,000,000 to 50,000,000, the total number of shares of Class B Non-Voting Common Stock that the Company is authorized to issue was reduced from 100,000,000 to 5,000,000, the total number of shares of Class V Common Stock that the Company is authorized to issue was reduced from 500,000,000 to 25,000,000 and the total number of shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”) that the Company is authorized to issue was reduced from 100,000,000 to 5,000,000. Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power remained unchanged, except for minor changes resulting from the treatment of fractional shares. As of the Effective Time, proportional adjustments were also made to the number of shares of Class A Common Stock issuable pursuant to the Company’s outstanding warrants, Note (as defined below) and equity awards, as well as the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive and employee stock purchase plans. The exercise prices, conversion prices and stock price targets of outstanding warrants, Note and equity awards were also proportionately adjusted, as applicable. All historical share and per share amounts have been adjusted to reflect the Reverse Stock Split for all periods presented. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Significant Accounting Policies | (2) Significant Accounting Policies (a) Basis of Presentation The Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Consolidated Financial Statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. For the year ended December 31, 2021, the Consolidated Financial Statements present the consolidated results of operations, comprehensive loss, cash flows and changes in equity of Inspirato LLC. (b) Reclassification of Prior Year Presentation Reclassifications of previously reported amounts have been made to conform to the current year’s presentation where accounts payable and accrued liabilities, which had been previously reported separately, have been combined within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows. This reclassification did not impact previously reported amounts on the Company’s audited Consolidated Statements of Operations or Consolidated Statements of Equity. To conform with the current year’s presentation where equity-based compensation reported is allocated between the applicable financial statement line items within the Consolidated Statements of Operations, the Company reclassified $0.7 million and $2.6 million of equity-based compensation expense for the years ended December 31, 2021 and 2022, respectively, out of general and administrative and into cost of revenue, sales and marketing, operations, and technology and development. This adjustment did not impact the Company’s gross margin or net loss presented within the Consolidated Statements of Operations for the year ended December 31, 2021. This adjustment impacted gross margin presented within the Consolidated Statements of Operations for the year ended December 31, 2022. This adjustment did not impact previously reported amounts on the Company’s audited Consolidated Balance Sheets, Consolidated Statements of Equity or Consolidated Statements of Cash Flows. See the table below for a reconciliation of previously reported balances to the adjusted balances for this year’s presentation within the Consolidated Statements of Operations (in thousands): Previously Reported Adjustment Adjusted Presentation For the year ended December 31, For the year ended December 31, For the year ended December 31, 2021 2022 2021 2022 2021 2022 Cost of revenue $ 152,747 $ 228,362 $ — $ 39 $ 152,747 $ 228,401 General and administrative $ 50,477 $ 68,383 $ (691) $ (2,576) $ 49,786 $ 65,807 Sales and marketing $ 27,821 $ 38,540 $ 190 $ 828 $ 28,011 $ 39,368 Operations $ 26,814 $ 41,267 $ 489 $ 1,105 $ 27,303 $ 42,372 Technology and development $ 4,914 $ 13,615 $ 12 $ 604 $ 4,926 $ 14,219 To conform with the current year’s presentation where asset impairments are separately stated from cost of revenue within the Consolidated Statements of Operations, the Company reclassified the $0.9 million asset impairment out of cost of revenue during the year ended December 31, 2022, resulting in a change in cost of revenue from $229.3 million to $228.4 million, and into asset impairment. No adjustment was necessary for the year ended December 31, 2021 as there were no asset impairments. This adjustment did not impact the Company’s gross margin or net loss presented for the year ended December 31, 2022 nor did it impact previously reported amounts on the Company’s audited Consolidated Balance Sheets, Consolidated Statements of Equity or Consolidated Statements of Cash Flows. (c) Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the accompanying notes. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates. (d) Cash and Cash Equivalents Cash and cash equivalents include cash and investments in highly liquid investments purchased with an original maturity of three months or less. Cash balances held in banks exceed the federal depository insurance limit. The Company’s cash is only insured up to the federal depository insurance limit. A significant portion of the Company’s cash balances are held at a single banking institution. Amounts in transit from credit card processors are also considered cash equivalents as they generally settle to cash within two to five days of the sales transaction. (e) Restricted Cash The cash. (f) Accounts Receivable Accounts receivables are recorded at the original invoiced amounts, net of a reserve for credit losses. The reserve for credit losses is estimated based on historical collectivity, aging of receivables, macroeconomic trends and other factors that may impact the Company’s ability to collect against those receivables. As of both December 31, 2022 and 2023, the Company’s reserve for credit losses was $0.8 million. (g) Property and Equipment Property and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. three Direct costs incurred in the development of internal-use software are capitalized once the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is ready for its intended use. Software development costs are amortized over their estimated useful lives of three years within depreciation and amortization on the Consolidated Statements of Operations. The Company's cloud computing arrangements include software licenses purchased from external vendors. Implementation costs incurred during the application development stage and other costs meeting certain criteria are capitalized. These assets are included in other noncurrent assets on the Company’s Consolidated Balance Sheets and amortized on a straight-line basis over their assessed useful lives. The carrying amounts of the Company’s long-lived assets, including lease right-of-use assets, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than the Company had originally estimated. The recoverability of these assets There were no property and equipment impairments during the years ended December 31, 2021 and 2022 and there were $0.3 million in property and equipment impairments during the year ended December 31, 2023, which were recorded to asset impairments (h) Leases The Company is party to operating lease agreements for its vacation homes, certain hotels and corporate offices. Operating lease assets are included within right-of-use (“ROU”) assets and the corresponding operating lease liabilities are included within lease liabilities and lease liabilities, noncurrent on the Company’s Consolidated Balance Sheets. The Company has elected not to present short-term leases on the Consolidated Balance Sheets as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the later of ASC 842 adoption date or lease commencement date. Because none of the Company’s leases provide an implicit rate of return, the Company used the Company’s incremental borrowing rate based on the information available at adoption date or lease commencement date in determining the present value of lease payments. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s current classes of leases. During the years ended December 31, 2021, 2022 and 2023, the Company recognized $0.0 million, $0.9 million and $40.5 million of impairment expense within the Company’s Consolidated Statements of Operations related to ROU assets with carrying values in excess of their recoverable values. The recoverability of these ROU assets is assessed by comparing the carrying amount of each asset to the future net undiscounted cash flows the asset is expected to generate over its remaining life. (i) Goodwill Goodwill 2013. (j) Revenue The Company’s revenue is reported net of discounts and incentives as a reduction of the transaction price. Some of the Company’s contracts with members contain multiple performance obligations. For member contracts that include multiple performance obligations, the Company accounts for individual performance obligations as if they are distinct. The transaction price is then allocated to each performance obligation based on its standalone selling price. The Company generally determines the standalone selling price based on the prices charged to members. Subscription Revenue The Company’s contracts with member Inspirato Club Inspirato Pass Inspirato Club Inspirato Club Inspirato Pass New Legacy Inspirato Club Legacy Legacy Additional Subscription revenue is generated from Inspirato for Good IFG Inspirato for Business IFB IFG IFB IFG IFB Contracts are cancellable at the end of their contract term. The Company has determined that enrollment fees for Subscriptions do not provide a material right to a member and thus, these enrollment fees are recognized upon receipt. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the Company’s contracts do not include a significant financing component. Travel Revenue When a trip is purchased, the Company records the cash received as deferred revenue on the Consolidated Balance Sheets. Travel revenue is recognized to revenue within the Company’s Consolidated Statements of Operations as performance obligations are met over the period of the stay. Revenue related to cancellation fees and other fees is recognized to revenue within the Company’s Consolidated Statements of Operations as the associated obligations to members are satisfied or extinguished. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these back to the applicable governmental entity on a periodic basis. These taxes are not recognized as revenue. Rather, the Company records a liability within accounts payable and accrued liabilities on the Consolidated Balance Sheets upon collection from the customer and reduces the liability when payments are remitted to the applicable governmental agency. Loyalty Program In August of 2023, the Company implemented a member loyalty program called Inspirato Rewards Rewards Rewards Rewards Inspirato Club Experiences and year-end festive dates; and complementary nights, among other benefits, which provide them with a material right to free or discounted goods or services in the future. The Company defers a portion of member spend, which represents the value of the program’s separate performance obligation, to Rewards Rewards Rewards Rewards Rewards Rewards Rewards Deferred Revenue As a result of the timing difference from when a member purchases a product, the Company records any unrecognized portion of travel revenue, prepaid enrollment and Subscription dues, and travel credits to be delivered as deferred revenue on the Company’s Consolidated Balance Sheets until applicable performance obligations are met. Additionally, members may purchase travel credits or obtain them upon cancelling a trip in certain situations. Travel credits can be applied towards future services, including Subscription and travel. Travel credits are recorded as deferred revenue on the Company’s Consolidated Balance Sheets until either the satisfaction of the purchased performance obligations for or the expiration of the credits occurs which is generally 3 years. (k) Cost of revenue Cost of revenue includes costs directly related to delivering travel to the Company’s members as well as depreciation and amortization related to leasehold improvements and equipment at residences. These direct costs include payments for properties the Company leases, operating and maintenance costs of those properties, including on-site service personnel costs, costs paid to the Company’s hotel partners for member stays, and booking costs from Inspirato Only (l) Advertising Costs The Company incurs advertising expenses to promote the Company’s brand. The Company expenses the production costs associated with advertisements in the period in which the advertisement first takes place and expenses the costs of placing the advertisement as incurred each time the advertisement is shown. and $7.1 million respectively. (m) Equity-Based Compensation The Company accounts for equity-based compensation (n) Income Taxes For periods prior to the Business Combination, Inspirato LLC was treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Inspirato Incorporated. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the items of the net taxable income or loss and any related tax credits of Inspirato LLC. Subsequent to the Business Combination, Inspirato Incorporated holds an interest in Inspirato LLC, which continues to be treated as a partnership for U.S. federal income tax purposes. Inspirato LLC is also subject to taxes in foreign jurisdictions in which it operates. Inspirato Incorporated is subject to income taxes. The Company accounts for income taxes under the asset and liability method. Income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The relevant tax laws are often complex and may be subject to different interpretations. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable. The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense. For additional information see Note 10 – Income Taxes. (o) Noncontrolling Interests Noncontrolling interests represent the economic interest of Inspirato LLC not owned by Inspirato Incorporated. These noncontrolling interests arose from the Business Combination. Noncontrolling interests were initially recorded as the relative proportion of the ownership interest to the net assets of Inspirato LLC at the time of the Business Combination. This amount is subsequently adjusted for the proportionate share of earnings or losses attributable to the noncontrolling interests, any dividends or distributions paid to the noncontrolling interests and any changes to Inspirato Incorporated’s ownership of Inspirato LLC. As of December 31, 2023, Inspirato Incorporated directly owned 54.9% of the interest in Inspirato LLC and the noncontrolling interest was 45.1%. The noncontrolling interest relates to the economic interests in Inspirato LLC held directly by owners of the Company’s Inspirato Incorporated Class V common stock (“Class V Common Stock”) in the form of New Common Units (as defined below) as a result of the Business Combination. See Note 3 - Reverse Recapitalization. (p) Derivative Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company’s outstanding warrants are recognized as derivative liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value subject to re-measurement at each balance sheet date until exercised and any change in fair value is recognized in (gain) loss on fair value instruments within the Company’s Consolidated Statements of Operations. (q) Segment Information The Company provides hospitality services in both the U.S. as well as other foreign jurisdictions and has both members and assets around the world. The Company is managed by a U.S. based management team and measures and evaluates financial and operational performance as a single enterprise. Services are sold from the U.S. and not differentiated based upon purchase location and information is reported to the chief operating decision maker and the executive team on an aggregated world-wide basis. The Company operates as a single segment. (r) Recently Adopted Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August of 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (s) Recently Issued Accounting Pronouncements Not Yet Adopted In December of 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November of 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization | |
Reverse Recapitalization | (3) Reverse Recapitalization On February 11, 2022, Inspirato LLC and Thayer consummated the Business Combination, resulting in Inspirato LLC becoming a subsidiary of the Company. The resulting Company organizational structure is commonly referred to as an umbrella partnership corporation. This organizational structure allows certain holders of the noncontrolling interests in Inspirato LLC, who also hold noneconomic voting interests in Inspirato Incorporated through their ownership of Class V Common Stock of Inspirato Incorporated (“Continuing Inspirato Members”), to retain their equity ownership directly in Inspirato LLC. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP and resulted in Inspirato Incorporated owning 41.2% of the issued and outstanding units of Inspirato LLC at the Closing and the Continuing Inspirato Members owning a noncontrolling interest of Inspirato LLC. As a result of the Business Combination, each outstanding unit of Inspirato LLC was cancelled and each unitholder received either (i) a number of shares of Class A Common Stock equal to 37.2275 (the “Exchange Ratio”) for each unit of Inspirato LLC owned and certain rights under a tax receivable agreement (the “Tax Receivable Agreement”) or (ii) a number of new common units of Inspirato LLC (“New Common Units”) equal to the Exchange Ratio, an equal number of shares of Class V Common Stock, which have no economic value, but each share of which entitles the holder thereof to one vote, and certain rights under the Tax Receivable Agreement. In addition, options to purchase Inspirato LLC units were converted into options to purchase shares of Class A Common Stock at the Exchange Ratio and outstanding warrants of Inspirato LLC were ultimately converted into warrants to purchase Class A Common Stock (the “Public Warrants”). In connection with the Closing, the Company raised $90 million of gross proceeds including $88 million from the issuance of 440,000 shares of Class A Common Stock to a number of accredited investors pursuant to a separate subscription agreement entered into on June 30, 2021, as amended. The Company incurred $25 million in transaction costs during the year ended December 31, 2022, consisting of banking, legal and other professional fees, of which $24 million was recorded as a reduction to additional paid-in capital and the remaining $1.1 million was expensed in the Consolidated Statements of Operations. The total net cash proceeds to the Company as a result of the Business Combination were $66 million. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | (4) Revenue Revenues are as follows (in thousands): Year Ended December 31, 2021 2022 2023 Travel $ 134,373 $ 198,925 $ 190,271 Subscription 100,024 145,651 137,606 Rewards and other revenue 350 954 1,223 Total $ 234,747 $ 345,530 $ 329,100 The Company recognizes assets and liabilities associated with its contracts with its members. Contract assets include commissions paid to the Company’s sales staff for contracts with initial terms greater than one year; these costs are capitalized and amortized over the life of the contract. At December 31, 2023, the balance of capitalized commissions was $1.9 million, of which $1.1 million is included within other current assets and $0.8 million is included within other noncurrent assets on the Company’s Consolidated Balance Sheets. During the year ended December 31, 2023, the Company recognized $0.6 million of amortization expense related to these contract assets, of which $0.4 million was recognized in cost of revenue and $0.2 million was recognized in sales and marketing within the Company’s Consolidated Statements of Operations. No amortization expense was recognized during the years ended December 31, 2021 and 2022. Contract liabilities include deferred revenue as discussed below. Assets and liabilities related to contracts with members are as follows (in thousands): December 31, 2022 2023 Assets: Accounts receivable, net $ 3,140 $ 3,306 Prepaid member travel $ 19,915 $ 20,547 Other current assets $ — $ 1,053 Other noncurrent assets $ — $ 845 Liabilities: Deferred revenue, current $ 167,733 $ 160,493 Deferred revenue, noncurrent $ 18,321 $ 17,026 Deferred revenue is comprised of the following (in thousands): December 31, 2022 2023 Travel $ 86,931 $ 81,613 Subscriptions 77,081 66,367 Travel credits 22,042 18,852 Rewards — 10,687 Total 186,054 177,519 Less: Deferred revenue, noncurrent 18,321 17,026 Deferred revenue, current $ 167,733 $ 160,493 During the year ended December 31, 2023, approximately $148.6 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2022. Significant movements in the deferred revenue balance during the year ended December 31, 2023 consisted of increases due to payments received prior to transfer of control of the underlying performance obligations to the customer, which were offset by decreases as performance obligations were satisfied. During the year ended December 31, 2022, approximately $168 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2021. The Rewards Rewards As of December 31, 2023, deferred revenue is expected to be recognized in the following years (in thousands): Year ended December 31, 2024 $ 160,493 2025 11,789 2026 2,999 2027 1,310 2028 and thereafter 928 Total $ 177,519 |
Prepaid Expenses and Prepaid Me
Prepaid Expenses and Prepaid Member Travel | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Prepaid Member Travel | |
Prepaid Expenses and Prepaid Member Travel | (5) Prepaid Expenses and Prepaid Member Travel Prepaid expenses Prepaid expenses are as follows (in thousands): December 31, 2022 2023 Software $ 3,601 $ 2,899 Insurance 1,581 1,873 Property operations 4,299 720 Operating supplies 1,441 643 Total $ 10,922 $ 6,135 Prepaid Member Travel Prepaid member travel of $19.9 million and $20.5 million at December 31, 2022 and 2023, respectively, include deposits for future member travel. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net | |
Property and Equipment, Net | (6) Property and Equipment, Net Property and equipment, net are as follows (in thousands, other than years): Useful Life December 31, (years) 2022 2023 Residence leasehold improvements 3 $ 15,302 $ 21,372 Internal-use software 3 13,559 16,510 Corporate office leasehold improvements 3 5,156 5,323 Furniture, fixtures and equipment 5 1,208 1,214 Computer equipment 3 1,436 1,114 Residence vehicles 5 806 689 Total cost 37,467 46,222 Accumulated depreciation and amortization (19,169) (26,718) Property and equipment, net $ 18,298 $ 19,504 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | (7) Accounts Payable and Accrued Liabilities The following table presents the components of accounts payable and accrued liabilities (in thousands): December 31, 2022 2023 Trade creditors $ 21,356 $ 11,644 Occupancy taxes payable 7,231 6,823 Compensation accruals 5,475 3,786 Income and other taxes payable 2,024 495 Accounts payable and accrued liabilities $ 36,086 $ 22,748 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | (8) Debt Convertible Note On August 7, 2023, the Company entered into an investment agreement (the “Investment Agreement”) with Oakstone Ventures, Inc. (the “Purchaser”), an affiliate of Capital One Services, LLC (“Capital One”), relating to the sale and issuance to the Purchaser of an 8% Senior Secured Convertible Note due 2028 in a principal amount of $25.0 million (the “Note”). On September 29, 2023, the Company issued the Note pursuant to the Investment Agreement. The total net proceeds from this offering were $23.1 million, after deducting $1.9 million of debt issuance costs. The Note is an unsubordinated secured obligation of the Company. The Note is secured by a first priority security interest in substantially all of Inspirato Incorporated’s and its domestic subsidiaries’ assets. The Note is fully and unconditionally guaranteed by certain existing and future domestic subsidiaries of the Company. The Note bears interest at a fixed rate of 8% per annum. Interest on the Note is payable quarterly on the last business day of each calendar quarter following the issuance of the Note and is payable at the election of the Company in cash or in kind by increasing the outstanding principal amount of the Note by the amount of interest payable on such interest payment date. The Note will mature on September 29, 2028, subject to earlier conversion, redemption or repurchase. As of December 31, 2023, the outstanding amount of the Note was $25.5 million. The conversion price of the Note is $30 per share, which has been adjusted for the September 26, 2023 reverse stock split, and continues to be subject to customary adjustments upon additional certain extraordinary events, including any dividend of Company securities or other property, stock split, stock combination, reclassification, consolidation, merger or a sale of all or substantially all of the Company’s assets. The Note is convertible at the option of the holder into shares of Class A Common Stock. However, to the extent that the conversion of the Note would result in any holder subject to certain regulations under the Bank Holding Company Act of 1956 (the “BHC Act”) owning or controlling greater than 4.99% of the voting power of any “class” of “voting securities” of the Company for purposes of the BHC Act (the “Voting Threshold”), then the Note would first convert into Class A Common Stock up to the Voting Threshold, and the excess would convert into shares of the Company’s Class B Non-Voting Common Stock, which are generally identical to the Class A Common Stock except that the Class B Non-Voting Common Stock is not entitled to vote on any matters submitted to the Company’s stockholders other than certain enumerated actions or as otherwise required by law. To the extent that the conversion of the Note would result in any holder subject to certain regulations under the BHC Act owning or controlling greater than 24.99% of the sum of the number of issued and outstanding shares of Class A Common Stock and Class B Non-Voting Common Stock (the “Ownership Threshold”), then the Note would convert into the maximum number of Class A Common Stock and Class B Non-Voting Common Stock allowable by the Voting Threshold and the Ownership Threshold, and the excess would remain outstanding and become convertible only when conversion would not cause the holder to exceed the Voting Threshold and Ownership Threshold. The Note is convertible in whole or in part at the option of the Purchaser at any time subject to restrictions as dictated by the BHC Act. On or after the three-year anniversary of the Closing, the Note will be redeemable (subject to certain terms and conditions) by the Company in whole (but not in part) at a redemption price equal to the fair market value of the Class A Common Stock issuable upon conversion of the then-outstanding principal amount of the Note. Upon a change of control of the Company, the termination of the commercial agreement between Inspirato LLC and an affiliate of the Purchaser executed pursuant to the Investment Agreement (“Commercial Agreement”) by the Company or the termination of the Commercial Agreement by Capital One due to the Company’s material breach, the Purchaser may require the Company to repurchase all or any part of its Note at a cash price equal to the greater of (i) 1.5 times the then-outstanding principal amount and accrued and unpaid interest thereon or (ii) the then-fair market value of the shares issuable upon conversion of the portion of the Note to be repurchased. Upon an Event of Default, the Purchaser may declare the principal of, and all accrued and unpaid interest under, to be due and payable on the Note immediately. The Note also includes a minimum liquidity threshold of $10 million. The Note and the documents governing the security interest granted to secure the Note include customary affirmative and negative covenants. The affirmative covenants include, among other things, payment of principal and interest when due, delivery of compliance certificates and notices, maintenance of existence and guarantee obligations. The negative covenants include, among other things, limitations on mergers, consolidations, acquisitions, the incurrence of liens (subject to certain exceptions) and the sale, lease or transfer of all or substantially all of the Company’s assets. The Company has elected to carry the Note at fair value, with changes in its value recognized as fair value gains or losses on the Consolidated Statement of Operations. Fair value gains Loan Facility In October of 2020, the Company obtained a revolving line of credit that was scheduled to mature October of 2023 and was terminated in March of 2023. The facility had a limit of $14 million. Interest rates associated with the facility adjusted based on the prime rate and outstanding balance. The interest rate was 8.50% as of December 31, 2022. Interest expense related to the facility for the years ended December 31, 2021 and 2022 totaled $0.6 million and $0.3 million, respectively. There was no interest expense related to the facility for the year ended December 31, 2023. Interest, Net As a result of each facility above, the Company incurred $0.6 million, $0.3 million and $2.4 million in interest expense during the years ended December 31, 2021, 2022 and 2023, respectively, which was offset by interest income from the Company’s banking relationship of $0.0 million, $0.1 million and $1.3 million, respectively. This resulted in a net interest expense of $0.6 million, $0.2 million and $1.1 million for the years ended December 31, 2021, 2022 and 2023, respectively, which has been recognized to interest, net within the Company’s Consolidated Statements of Operations. Paycheck Protection Program During the year ended December 31, 2020, the Company received a Paycheck Protection Program (“PPP”) loan in the amount of $9.4 million with a maturity date of April of 2022. The loan was an interest only loan with the full balance due upon maturity. The PPP program was created under the Coronavirus Aid, Relief, and Economic Security Act and was administered by the Small Business Administration (“SBA”). The Company submitted a request for forgiveness of the entire loan balance in September of 2020, and in June of 2021, the Company received notice from the SBA that the loan has been forgiven and the SBA repaid the lender on the Company’s behalf. The Company recorded a gain on forgiveness of debt of $9.5 million in June of 2021, representing the principal amount of the loan and accrued interest through the forgiveness date. The SBA has the ability to review the Company’s loan file until June of 2027, six years after the date the loan was forgiven and repaid in full. The results of any review could result in the SBA requesting additional documentation to support the Company’s initial eligibility for the loan and request for loan forgiveness, with the potential for the SBA to pursue legal remedies at its discretion. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | (9) Leases The Company enters into operating leases primarily for standalone homes, luxury condos and hotel rooms and suites. As of December 31, 2023, active leases have remaining initial terms ranging from 1 to 19 years, and generally contain extension options at the approval of both parties. The Company has not generally included these renewal periods in the lease term as it is not reasonably certain that the renewal option will be exercised. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Variable lease expense includes expenses incurred as a result of the lease agreement which are not considered known expenses at lease inception and are recognized as incurred. Variable expenses can include, but are not limited to, revenue shares, owner buyback adjustments and usage-based agreements. Operating lease expense and variable lease expense are included in cost of revenue within the Consolidated Statements of Operations. The following table details the composition of operating lease expense (in thousands): Year Ended December 31, 2021 2022 2023 Operating lease expense $ 62,772 $ 82,901 $ 85,305 Variable lease expense $ 3,797 $ 1,555 $ 908 The maturities of the Company’s operating lease liabilities as of December 31, 2023 are as follows (in thousands): Years ending December 31, 2024 $ 79,749 2025 64,655 2026 47,853 2027 35,770 2028 27,477 Thereafter 70,703 Total minimum lease payments 326,207 Less: interest expense (67,379) Present value of lease obligations 258,828 Less: current lease obligations (61,953) Long-term lease obligations $ 196,875 As of December 31, 2023, the Company was party to 21 leases that had not yet commenced. Future payments under these leases were $28.1 million at December 31, 2023. The following table presents additional information about the Company’s operating lease obligations: December 31, 2022 2023 Weighted-average remaining lease term (in years) 5.6 5.6 Weighted-average discount rate 5.13 % 8.23 % Impairment of Right-of-Use Assets The Company tests long-lived assets for recoverability whenever events or changes in circumstances suggest that the carrying value of an asset or group of assets may not be recoverable. During the year ended December 31, 2023, the Company reviewed cash flow forecasts of leases against the carrying value of their right-of-use assets. The Company determined that the right-of-use assets for 63 leases had net carrying values that exceeded their estimated undiscounted future cash flows. These leases were primarily related to one group of underperforming properties in a single geographic location. The Company then estimated the fair value of the asset groups based on their cash flows discounted at a rate commensurate with the risk involved and based on assumptions representative of market participants. The carrying values of the asset groups exceeded their fair values and, as a result, the Company recorded right-of-use asset impairments of $40.5 million for the year ended December 31, 2023 to asset impairments within the Consolidated Statement of Operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | (10) Income Taxes Prior to the Business Combination, Inspirato LLC was treated as a pass-through entity for U.S. federal income tax purposes and, as such, was generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to its taxable income was passed through to its unit holders. Therefore, no provision or liability for federal income tax has been included in the Company’s Consolidated Financial Statements prior to the Closing Date. Domestic and foreign loss and comprehensive loss before income taxes consists of the following (in thousands): Year Ended December 31, 2021 2022 2023 Domestic $ (24,299) $ (53,885) $ (94,843) Foreign 2,081 3,603 1,705 Loss and comprehensive loss before income taxes $ (22,218) $ (50,282) $ (93,138) Income tax expense attributable to operations is comprised of the following (in thousands): Year Ended December 31, 2021 2022 2023 Current: Federal $ - $ - $ - State - - 29 Foreign - 799 692 Total current $ - $ 799 $ 721 Deferred: Federal $ - $ - $ - State - - - Foreign - - - Total deferred - - - Income tax expense $ - $ 799 $ 721 The Company’s income tax rate differs from the amounts computed by applying the U.S. federal income tax rate of 21% to loss and comprehensive loss before income taxes as a result of the following: Year Ended December 31, 2021 2022 2023 U.S. federal tax (expense) benefit at statutory rate 0.0% 21.0% 21.0% State tax, net of federal benefit 0.0% 0.8% 3.1% Foreign rate differential 0.0% (1.6%) (0.5%) Net impact of noncontrolling interest and non-partnership operations on partnership outside basis 0.0% (11.2%) (2.2%) Other 0.0% 0.0% (0.1%) Change in valuation allowance 0.0% (10.6%) (22.1%) Effective income tax rate 0.0% (1.6%) (0.8%) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2023 Deferred tax assets: Net operating loss $ 24,501 $ 34,306 Investment in Inspirato LLC 7,514 20,232 Start-up costs 1,161 1,109 Other - 6 Gross deferred tax assets 33,176 55,653 Valuation allowance (33,176) (55,653) Total deferred tax assets $ - $ - Deferred tax liabilities: Total deferred tax liabilities $ - $ - Net deferred tax assets $ - $ - Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company’s management believes that, based on a number of factors, it is more likely than not, that all or some portion of the deferred tax assets will not be realized; and accordingly, for the year ended December 31, 2023, the Company has provided a valuation allowance against the Company’s U.S. net deferred tax assets. The net change in the valuation allowance for the year ended December 31, 2023 was an increase of As of December 31, 2023, the Company had net operating loss carryforwards for federal income tax purposes of approximately $140.6 million which will begin to expire in 2035 with $75.7 million of the federal net operating loss carryforward lasting indefinitely. As of December 31, 2023, the Company had net operating loss carryforwards for state income tax purposes of approximately $97.9 million which will begin to expire at various dates beginning in 2031. In certain circumstances, due to ownership changes, the Company’s net operating loss carryforwards may be subject to limitations under Section 382 of the Internal Revenue Code. The Company has not completed a study to assess whether an ownership change has occurred, as defined by IRC Sections 382, or whether there have been ownership changes since the Company's formation due to the complexity and cost associated with such a study. The Company estimates that if such a change did occur, the federal and state net operating loss carryforwards that can be utilized in the future could be significantly limited. There can be no assurance that the Company will ever be able to realize the benefit of some or all of the federal and state loss carryforwards, either due to ongoing operating losses or due to ownership change limitations. Tax Receivable Agreement Inspirato Incorporated obtains an increase in its share of the tax basis in the net assets of Inspirato LLC when New Common Units are exchanged by the Continuing Inspirato Members and other qualifying transactions. As described in Note 3 — Reverse Recapitalization, each change in outstanding shares of Class A Common Stock results in a corresponding increase or decrease in Inspirato Incorporated's ownership of New Common Units. The Company intends to treat any exchanges of New Common Units as direct purchases of LLC interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that Inspirato Incorporated would otherwise pay in the future to various taxing authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the Business Combination, the Company entered into a Tax Receivable Agreement (the "TRA"). Under the TRA, the Company generally will be required to pay to the Continuing Inspirato Members 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company realizes directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of their interests in Inspirato for shares of Inspirato Incorporated's Class A common stock or cash, including any basis adjustment relating to the assets of Inspirato and (ii) tax benefits attributable to payments made under the TRA (including imputed interest). The Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid. Unrecognized Tax Benefits Inspirato Incorporated was formed in July of 2020 and did not engage in significant operations prior to the Business Combination and associated organizational transactions. Inspirato LLC is treated as a partnership for U.S. federal and state income tax purposes and its tax returns are subject to examination by taxing authorities. As of December 31, 2023, $0.5 million of the total unrecognized tax benefits, if recognized, would have an impact on the Company's effective tax rate. The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The following table summarizes the activities related to the Company’s gross unrecognized tax benefits during the years ended December 31, 2021, 2022 and 2023 (in thousands): Year ended December 31, 2021 2022 2023 Balance at January 1, $ - $ - $ - Increase in balance related to tax positions taken during prior years - - 487 Balance at December 31, $ - $ - $ 487 The Company operates in multiple tax jurisdictions, and in the normal course of business, its tax returns are subject to examination by various taxing authorities. Such examinations may result in future assessments by these taxing authorities. All tax years generally remain open to examination by the taxing jurisdictions to which the Company is subject. |
Equity of Inspirato Incorporate
Equity of Inspirato Incorporated | 12 Months Ended |
Dec. 31, 2023 | |
Equity of Inspirato Incorporated | |
Equity of Inspirato Incorporated | (11) Equity of Inspirato Incorporated The Company had three classes of common stock: Class A, Class V and Class B Common Stock as of December 31, 2023. Holders of the Class A and Class V Common Stock will vote together as a single class on all matters submitted to stockholders for their vote or approval, except as required by applicable law, and each share of Class A or Class V Common Stock will be entitled to one vote on such matters. Holders of Class B Common Stock do not have voting rights. No class of common stock are subject to any conversion rights. Class A Common Stock The Company is authorized to issue 50,000,000 shares of Class A Common Stock, par value $0.0001 per share. As of December 31, 2022 and 2023, there were 3,135,832 and 3,537,492 shares, respectively, of Class A Common Stock outstanding. The holders of the Company's Class A Common Stock are entitled to receive dividends when, as and if declared by the Company's Board out of legally available funds. Class V Common Stock The Company is authorized to issue 25,000,000 shares of Class V Common Stock, par value $0.0001 per share. Shares were issued to Continuing Inspirato Members that continued to hold their investment in units of Inspirato LLC in connection with the Business Combination. The holders of the Class V Common Stock hold an equal number of New Common Units in Inspirato LLC. From time to time, the Class V Common Stock and New Common Units held by the Continuing Inspirato Members may be exchanged for one share Class A Common Stock of the Company or cash (based on the market price for a share of the Company’s Class A Common Stock) as determined by the Company. The holders of the Company's Class V Common Stock are not entitled to receive dividends. As of December 31, 2022 and 2023, there were 3,067,974 and 2,906,959 shares, respectively, of Class V Common Stock outstanding. Class B Common Stock The Company is authorized to issue 5,000,000 shares of Class B Non-Voting Common Stock, par value $0.0001 per share. As of December 31, 2023, there were no shares of Class B Non-Voting Common Stock outstanding. The holders of the Company's Class B Non-Voting Common Stock are not entitled to vote on any matters submitted to the Company’s stockholders other than certain enumerated actions or as otherwise required by law. The holders of the Company's Class B Non-Voting Common Stock are entitled to receive dividends when, as and if declared by the Company's Board out of legally available funds. Class B common stock was created in conjunction with the Note and, therefore, no Class B common stock shares were issued or outstanding as of December 31, 2022. Preferred Stock The Company is authorized to issue 5,000,000 shares of Preferred Stock, par value $0.0001 per share. As of December 31, 2022 and 2023, there were no shares of Preferred Stock outstanding. Inspirato LLC Equity For periods prior to the Business Combination, Inspirato LLC had equity-based compensation described in Note 13. Holders of the Inspirato LLC equity received Class A Common Stock or Class V Common Stock and New Common Units, pursuant to the terms of the Business Combination. |
Earnings (Loss) Attributable to
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share | |
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share | (12) Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share Basic and diluted earnings (loss) per share (“EPS”) is computed utilizing shares that participate in the Company’s earnings – including dividend rights. The Company’s Class A and Class B Common Stock are the classes of shares that are entitled to the Company’s earnings and dividends. As no shares of Class B Non-Voting Common Stock were issued as of December 31, 2023, the computation of basic and diluted earnings (loss) per share includes only Class A Common Stock. Class V Common Stock does not have economic rights in Inspirato Incorporated, including rights to dividends or distributions upon liquidation, and, as a result, is not considered a security for EPS. Class V Common Stock does contain a conversion feature entitling stockholders to convert Class V Common Stock to Class A Common Stock. However, this conversion feature would have no impact on EPS as its assumed conversion under the if-converted method would have an equal proportionate impact on the numerator and denominator resulting in no change to diluted EPS. EPS is computed using the two-class method. Under the two-class method, the Company allocates net income attributable to Inspirato Incorporated to Class A Common Stock (including those with vested share-based awards). Basic earnings per share is calculated by taking net income attributable to Inspirato Incorporated, less earnings allocated to Class A Common Stock, divided by the basic weighted-average Class A Common Stock outstanding. Net loss per share is calculated by taking net loss attributable to Inspirato Incorporated divided by weighted-average Class A Common Stock outstanding as Class V Common Stock do not share in losses as the impact would be anti-dilutive. In accordance with the two-class method, diluted earnings (loss) per share is calculated using the more dilutive of the impact of the treasury-stock method or from reducing net income for the earnings allocated to Class A Common Stock. Additionally, adjustments from dilutive securities include those from restricted stock units, nonqualified stock options, warrants and profits interests when those securities would have a dilutive impact when utilizing the treasury stock method. Additionally, with the conversion feature of the Company's Note, when the Note's conversion impact is dilutive, interest expense, net of tax, is added back to net income to calculate diluted net income per share. EPS for the year ended December 31, 2021 was adjusted as a result of the Business Combination, see Note 3 for additional information. The following table summarizes the Company’s EPS for the years ended December 31, 2021, 2022 and 2023: Year Ended December 31, 2021 2022 2023 Net loss attributable to Inspirato Incorporated (in thousands) $ (22,218) $ (24,057) $ (51,755) Weighted average Class A Shares outstanding, Basic and diluted (in thousands) 5,276 2,616 3,380 Net loss attributable to Inspirato Incorporated per Class A Share, Basic and diluted (in dollars per share) $ (4.21) $ (9.20) $ (15.31) Due to the net loss attributable to Inspirato Incorporated for the years ended December 31, 2021, 2022 and 2023, diluted weighted-average Class A shares outstanding are equal to basic weighted-average shares outstanding as the effect of dilutive securities was anti-dilutive. The following securities are anti-dilutive for the years ended December 31, 2021, 2022 and 2023 (in thousands): Year Ended December 31, 2021 2022 2023 Restricted stock units — 194 831 Stock options 400 344 232 Warrants 25 415 431 Profit interests 464 53 464 Note — — 850 Anti-dilutive securities 889 1,006 2,808 For the Note, the conversion spread of 850,378 shares is calculated by dividing the carrying value of the Note by the conversion price. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Equity-Based Compensation | |
Equity-Based Compensation | (13) Equity-Based Compensation During the years ended December 31, 2021, 2022 and 2023, the Company recognized $3.3 million, $8.8 million and $13.7 million, respectively, of equity-based compensation. The following table details where equity-based compensation is recognized on the Company’s Consolidated Statements of Operations (in thousands): Year Ended December 31, 2021 2022 2023 Cost of revenue $ — $ 39 $ 65 General and administrative 2,567 6,226 9,569 Sales and marketing 190 828 1,499 Operations 489 1,105 1,734 Technology and development 12 604 785 Total equity-based compensation $ 3,258 $ 8,802 $ 13,652 The Company also recognized income tax benefits from stock compensation of $0.0 million, $0.9 million and $1.7 million for the years ended December 31, 2021, 2022 and 2023, respectively. Unit Option Plan Prior to the Business Combination, the Board of Inspirato LLC maintained an equity-based compensation plan (the “Unit Option Plan”), which provided for the grant of options to purchase the Inspirato LLC’s common units, by Inspirato LLC’s employees, directors and consultants. No issuances under the Unit Option Plan have been made since January 2021 and the Unit Option Plan was terminated in connection with the Business Combination. Options under the Unit Option Plan were granted at a price per unit equal to the fair value of the underlying common units at the date of grant. Options under the Unit Option Plan generally had a 10-year contractual term and vested over a three-year to five-year period starting from the date specified in each applicable option agreement. Each Inspirato LLC option from the Unit Option Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of the Class A Common Stock based on the Exchange Ratio (the “Exchanged Options”). Except as specifically provided in the Business Combination Agreement, following the Business Combination, each Exchanged Option has continued to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Inspirato LLC option immediately prior to the consummation of the Business Combination. The following table represents nonqualified stock option activity for the years ended December 31, 2022 and 2023: Number of options (in thousands) Weighted average exercise price Outstanding at December 31, 2021 391 $ 15.60 Exercised (92) 15.60 Forfeited (21) 15.60 Expired (6) 15.60 Outstanding at December 31, 2022 273 15.60 Exercised (36) 15.60 Forfeited (33) 15.60 Outstanding at December 31, 2023 204 $ 15.60 Exercisable at December 31, 2023 204 $ 15.60 There were no options granted during the years ended December 31, 2022 or 2023. As of December 31, 2023, all of the remaining option expense had been recognized and the aggregate intrinsic value of outstanding options was $0.0 million. Additionally, as of December 31, 2023, exercisable options and outstanding options both have a remaining weighted-average contractual term of five years. Profits Interests Prior to the Business Combination, Inspirato LLC granted awards of profits interests to certain key employees. In connection with the Business Combination, the profits interests were treated like other units in Inspirato LLC with respect to the consideration received as part of the Business Combination. Each award of profits interests vests over the time period set forth in each individual profits interest award agreement underlying the award, subject to the applicable executive’s continued service and, upon the vesting of each award, the newly vested New Common Units become available to be converted from Class V shares to Class A shares. If an executive terminated service, any unvested profits interests held by such executive would be forfeited to Inspirato LLC. As of December 31, 2022 and 2023, there were 465,000 and 355,000, respectively, as-converted profits interests issued and outstanding and all have been fully vested as of December 31, 2023. No profits interests have been issued since the consummation of the Business Combination. 2021 Plan In connection with the Business Combination, the Company’s Board of Directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan became effective upon the consummation of the Business Combination. Under the 2021 Plan, the Company may grant options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and performance awards to employees, directors and consultants. Subject to the adjustment provisions contained in the 2021 Plan and the evergreen provision described below, the maximum number of shares of Class A Common Stock that may be issued pursuant to awards under the 2021 Plan is (i) 795,000 shares of Class A Common Stock plus (ii) any shares subject to stock options or other awards that were assumed in the Business Combination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 373,000 shares of Class A Common Stock. The 2021 Plan also includes an evergreen provision that provides for an automatic annual increase to the number of shares of Class A Common Stock available for issuance under the 2021 Plan on the first day of each fiscal year beginning with the 2022 fiscal year, equal to the least of: (x) 995,000 shares of Class A Common Stock, (y) 5% of the total number of shares of all classes of the Company’s common stock as of the last day of the Company’s immediately preceding fiscal year and (z) such lesser amount determined by the 2021 Plan’s administrator. The 2021 Plan provides that the evergreen provision will operate only until the 10th anniversary of the earlier of the board or stockholder approval of the 2021 Plan. The RSUs vest subject to each employee’s continued employment with the Company. The vesting start date for RSUs issued to existing employees as part of the first grant is January 1, 2022. Once granted, the RSUs vest ratably over a period of one . The following table represents RSU activity for the years ended December 31, 2022 and December 31, 2023: Number of units (in thousands) Weighted average grant date fair value Outstanding at December 31, 2021 — $ — Granted 289 121.20 Vested (5) 61.80 Forfeited (8) 70.40 Outstanding at December 31, 2022 275 124.60 Granted 797 27.11 Vested (174) 96.58 Forfeited (171) 46.64 Outstanding at December 31, 2023 727 $ 41.42 At December 31, 2023, there was $20.6 million of unrecognized compensation cost related to RSUs which is expected to be recognized over a weighted average period of 2.4 years. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Warrants | (14) Warrants Public Warrants The Company is party to issued and outstanding Public Warrants to purchase its Class A Common Stock at a price of $230 per share, subject to adjustment for stock splits and/or extraordinary dividends, as described in the Assignment, Assumption and Amendment Agreement between the Company and Computershare Trust Company, N.A., as warrant agent, in respect of the Warrant Agreement between Thayer and Continental Stock Transfer & Trust Company (collectively, the “Warrant Agreement”). As of both December 31, 2022 and December 31, 2023, there were 8.6 million Public Warrants outstanding. Each of the Public Warrants is exercisable for 0.05 shares of Class A Common Stock. The Company accounts for the Public Warrants as liabilities at fair value on the Consolidated Balance Sheets as the Public Warrants do not meet the criteria for classification within equity. The Public Warrants are subject to remeasurement at each balance sheet date. The fair value of the warrants at December 31, 2022 and 2023 was $0.8 million and less than $0.1 million, respectively. The fair value losses and gains for the years ended December 31, 2021, 2022 and 2023 were losses of $0.5 million, losses of $1.7 million and gains of $0.8 million, respectively, which were recorded to (gain) loss on fair value instruments within the Company’s Consolidated Statements of Operations. Saks Warrants In March of 2023, the Company and Saks.com LLC (“Saks”) entered into a Commercial Referral and Marketing Agreement (the "Saks Commercial Agreement") and a Warrant Agreement pursuant to which Saks may acquire up to 900,000 of the Company’s Class A Common Stock (the “Saks Warrant Shares”). The Saks Warrant Shares shall vest and become exercisable by Saks based on certain subscription purchase referrals made by Saks to the Company under the terms of the Saks Commercial Agreement. The exercise price with respect to the Saks Warrant Shares is $40.00 per share. Subject to certain conditions, including vesting conditions, the Saks Warrant Shares may be exercised, in whole or in part and for cash or on a net exercise basis, at any time before the later of the termination of the Saks Commercial Agreement or 90 days after the final vesting of the Saks Warrant Shares. Through December 31, 2023, there was not significant purchase activity facilitated through the Saks Commercial Agreement such that the fair market value of the warrants is less than $0.1 million as of December 31, 2023. |
Noncontrolling Interest
Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest | |
Noncontrolling Interest | (15) Noncontrolling Interest The financial results of Inspirato LLC and its subsidiaries are consolidated with and into Inspirato Incorporated. For the period February 11, 2022 through December 31, 2022, 57.5% of the consolidated net loss of Inspirato LLC has been allocated to the noncontrolling interests of Inspirato LLC. During the year ended December 31, 2023, 44.9% of the consolidated net loss of Inspirato LLC has been allocated to the noncontrolling interests of Inspirato LLC. During the year ended December 31, 2022, the Company issued 421,000 shares of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock. During the year ended December 31, 2023, the Company issued 161,000 shares of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock. The following table summarizes the changes in share ownership of Inspirato LLC (in thousands): New Common Units Inspirato Incorporated Continuing Inspirato LLC Members Continuing Inspirato LLC Members subject to vesting Total Recapitalization 2,342 3,347 142 5,831 Conversion of Class V to Class A 421 (421) — — Vesting of profits interests — 57 (57) — Issuance of Common Stock 373 — — 373 Balance at December 31, 2022 3,136 2,983 85 6,204 Conversion of Class V to Class A 161 (161) — — Vesting of profits interests — 85 (85) — Issuance of Common Stock 240 — — 240 Balance at December 31, 2023 3,537 2,907 — 6,444 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (16) Commitments and Contingencies Litigation The Company is involved in various legal proceedings. The Company establishes reserves for specific legal proceedings when the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. The Company does not believe that there is a reasonable possibility of material loss or loss in excess of the amount that the Company has accrued. The Company recognizes legal fees related to any ongoing legal proceeding as incurred. On February 16, 2023, a class action lawsuit was filed in the U.S. District Court in the District of Colorado captioned Keith Koch, Individually and on behalf of all others similarly situated v. Inspirato Incorporated, Brent Handler, and R. Webster Neighbor. The complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all defendants, and Section 20(a) of the Exchange Act against the individual defendants. The complaint generally alleges that certain of the Company’s prior public statements about its results of operations and financial condition were materially false and misleading because they misrepresented and failed to disclose adverse facts pertaining to the restatement of the Company’s Consolidated Financial Statements as of and for the three months ended March 31, 2022 and June 30, 2022. The Company believes it has meritorious defense to the claims in this matter and intends to vigorously defend against them. Financial Guarantee Requirement Inspirato LLC is a party to a financial guarantee requirement with a third party. The guarantee was satisfied through a $20 million surety bond that was increased to $30 million on November 2, 2023. The financial guarantee bond agreement remains in effect and its term is continuous to align with the term of the agreement it supports. Credit Card Reserve The Company has committed to provide a $10 million reserve balance with a credit card processor through credit card transactions. As of December 31, 2023, $4.8 million was reserved and is included in restricted cash within the Consolidated Balance Sheet and the remaining balance is expected to be fully reserved for and included in restricted cash during the first quarter of 2024. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | (17) Fair Value Measurements Under ASC 820, Fair Value Measurements and Disclosures ● Level 1 – Quoted prices in active markets for identical assets and liabilities. ● Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes several valuation techniques in order to assess the fair value of its financial assets and liabilities. The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2023 based on the three-tier fair value hierarchy (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 80,278 $ — $ — $ 80,278 Restricted cash 1,661 — — 1,661 Total $ 81,939 $ — $ — $ 81,939 Liabilities Warrants $ 759 $ — $ — $ 759 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 36,566 $ — $ — $ 36,566 Restricted cash 5,700 — — 5,700 Total $ 42,266 $ — $ — $ 42,266 Liabilities Note $ — $ — $ 23,854 $ 23,854 Warrants 48 — — 48 Total $ 48 $ — $ 23,854 $ 23,902 The Company had no transfers of assets or liabilities between fair value hierarchy levels during the years ended December 31, 2022 and 2023. Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash are comprised of credit card receivables and cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions and holds restricted cash with certain credit card processors as a deposit until services are rendered. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value. As of December 31, 2022 and 2023, the Company had $1.7 million and $5.7 million, respectively, of restricted cash. Warrants As the Public Warrants utilize an observable price in an active market to assess their fair value the warrants are categorized as Level 1 instruments. Additionally, as there was an immaterial amount of outstanding Saks Warrant Shares as of December 31, 2023, the Company concluded the fair market value of the outstanding Saks Warrant Shares to be less than $0.1 million as of December 31, 2023. Note The estimated fair value of the Company’s Note has been determined to be a Level 3 measurement, as the Company utilizes a binomial lattice model where both the debt and stock features of the Note are considered. In reviewing the debt features of the Note, the Company considered its scheduled coupon and principal payments and compared them to those of instruments currently outstanding in the market of companies with similar credit ratings as well as the risk-free rate. In considering the stock features of the Note, the Company considered the value and volatility of its own stock, in addition to considering volatility of similar instruments in the marketplace as well as the conversion feature of the Note which is discounted at the risk-free rate. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plan | |
Employee Benefit Plans | (18) Employee Benefit Plans Employee Stock Purchase Plan The Company has an employee stock purchase plan (the “ESPP”), under which the Company is authorized to issue 200,000 shares of Class A Common Stock. As of December 31, 2022 and December 31, 2023, the Company had approximately 171,000 and 141,000 shares, respectively, of Class A Common Stock which remain available for issuance under the ESPP. Generally, all full-time employees are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions. The ESPP consists of six 401(k) Employee Savings Plan The Company sponsors a defined contribution 401(k) plan (the “Plan”) that covers substantially all employees. Employees are eligible to begin participating in the Plan at the beginning of the first month following their employment with the Company. Employees participating in the Plan may contribute up to 90 percent of their compensation up to Internal Revenue Service annual limitations. The Plan provides for the Company to make a discretionary matching contribution. During the years ended December 31, 2021, 2022 and 2023, the Company matched 50 percent of an employee’s contribution up to 6 percent of eligible pay with immediate 100 percent vesting. This match has a $1,500 per employee cap each year. During the years ended December 31, 2021, 2022 and 2023, the Company matched $0.9 million, $1.3 million and $1.1 million, respectively. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Geographical Information | |
Geographic Information | (19) Geographic Information Physical long-lived assets consist of property and equipment, net and right-of-use assets. All software and intangible assets as of December 31, 2022 and 2023 were attributable to the United States. The following summary provides information concerning the Company’s principal geographic areas related to its physical long-lived assets for the years ended December 31, 2022 and 2023 (in thousands): December 31, 2022 2023 Property and equipment, net $ 18,298 $ 19,504 Right-of-use assets 271,702 209,702 Total $ 290,000 $ 229,206 United States $ 205,469 $ 171,332 Outside the United States $ 84,531 $ 57,874 Revenue earned from subscription and travel services are charged on a bundled basis, without regard to where services are delivered, and periodically include a portion of services provided outside of the US. The following summary provides information concerning the Company’s revenue by principal geographic area, determined based on the location of cash receipts (in thousands): Year Ended December 31, 2021 2022 2023 United States $ 225,683 $ 331,426 $ 315,643 Outside the United States 9,064 14,104 13,457 Total $ 234,747 $ 345,530 $ 329,100 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | (20) Related Party Transactions As part of the Portico acquisition in 2013, Inspirato LLC entered into certain ancillary and commercial arrangements with Exclusive Resorts, where several of our significant shareholders also hold a significant investment, primarily involving the continuation of services to Portico members until such memberships terminate. At December 31, 2022 and December 31, 2023, balances due from related parties for these arrangements totaled $0.7 million and $0.8 million, respectively, and is recorded to accounts receivable, net – related parties on the Company’s Consolidated Balance Sheets. Revenue related to these arrangements is included in the Company's travel revenue. Separating revenue related to Portico's members from the Company's total travel revenue is not practicable. In July of 2023, Inspirato LLC entered into a temporary use agreement with Exclusive Resorts for certain of the Company’s properties for which the Company recognized $0.1 million in revenue within the Company’s Consolidated Statements of Operations during the year ended December 31, 2023. This agreement was terminated as of September 30, 2023. Inspirato LLC was also party to certain property usage agreements with Exclusive Resorts, pursuant to which Inspirato LLC paid Exclusive Resorts to use and operate certain Exclusive Resorts homes for Inspirato members’ usage. For the years ended December 31, 2021, 2022 and 2023, Inspirato recognized $3.4 million, $2.6 million and $0.6 million, respectively, in related party expense related to these agreements. As of December 31, 2023, all property usage agreements had terminated. At December 31, 2022 and December 31, 2023, Inspirato had paid all amounts due and payable under the property usage agreements. Inspirato LLC entered into lease agreements with certain Company executives and board members whereby Inspirato LLC pays those executives and board members a purchase fee in advance of the leased property becoming available for occupancy. Total payments made under these lease agreements for both years ended December 31, 2022 and 2023 totaled less than $0.1 million. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Financial Information | |
Supplemental Financial Information | (21) Supplemental Financial Information The following table presents the year-to-date supplemental and non-cash investing and financing activities: Year Ended December 31, 2021 2022 2023 Supplemental cash flow information: Cash paid for interest $ 609 $ 288 $ 1,859 Cash paid for income taxes $ — $ 81 $ 309 Significant noncash transactions: Gain on forgiveness of debt $ 9,518 $ — $ — Conversion of Class V to Class A stock $ — $ 4,957 $ — Accounting principle adoption $ — $ — $ 204 Conversion of preferred stock in connection with reverse recapitalization $ — $ 104,761 $ — Warrants acquired at fair value $ — $ 9,874 $ — Warrants exercised $ — $ 8,390 $ — Fixed assets purchased but unpaid, included in accounts payable at period end $ — $ 989 $ 1,022 Operating lease right-of-use assets exchanged for lease obligations $ — $ 355,214 $ 66,145 Conversion of deferred rent and prepaid rent to right-of-use assets $ — $ 6,831 $ — |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Consolidated Financial Statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. For the year ended December 31, 2021, the Consolidated Financial Statements present the consolidated results of operations, comprehensive loss, cash flows and changes in equity of Inspirato LLC. |
Reclassification of Prior Year Presentation | (b) Reclassification of Prior Year Presentation Reclassifications of previously reported amounts have been made to conform to the current year’s presentation where accounts payable and accrued liabilities, which had been previously reported separately, have been combined within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows. This reclassification did not impact previously reported amounts on the Company’s audited Consolidated Statements of Operations or Consolidated Statements of Equity. To conform with the current year’s presentation where equity-based compensation reported is allocated between the applicable financial statement line items within the Consolidated Statements of Operations, the Company reclassified $0.7 million and $2.6 million of equity-based compensation expense for the years ended December 31, 2021 and 2022, respectively, out of general and administrative and into cost of revenue, sales and marketing, operations, and technology and development. This adjustment did not impact the Company’s gross margin or net loss presented within the Consolidated Statements of Operations for the year ended December 31, 2021. This adjustment impacted gross margin presented within the Consolidated Statements of Operations for the year ended December 31, 2022. This adjustment did not impact previously reported amounts on the Company’s audited Consolidated Balance Sheets, Consolidated Statements of Equity or Consolidated Statements of Cash Flows. See the table below for a reconciliation of previously reported balances to the adjusted balances for this year’s presentation within the Consolidated Statements of Operations (in thousands): Previously Reported Adjustment Adjusted Presentation For the year ended December 31, For the year ended December 31, For the year ended December 31, 2021 2022 2021 2022 2021 2022 Cost of revenue $ 152,747 $ 228,362 $ — $ 39 $ 152,747 $ 228,401 General and administrative $ 50,477 $ 68,383 $ (691) $ (2,576) $ 49,786 $ 65,807 Sales and marketing $ 27,821 $ 38,540 $ 190 $ 828 $ 28,011 $ 39,368 Operations $ 26,814 $ 41,267 $ 489 $ 1,105 $ 27,303 $ 42,372 Technology and development $ 4,914 $ 13,615 $ 12 $ 604 $ 4,926 $ 14,219 To conform with the current year’s presentation where asset impairments are separately stated from cost of revenue within the Consolidated Statements of Operations, the Company reclassified the $0.9 million asset impairment out of cost of revenue during the year ended December 31, 2022, resulting in a change in cost of revenue from $229.3 million to $228.4 million, and into asset impairment. No adjustment was necessary for the year ended December 31, 2021 as there were no asset impairments. This adjustment did not impact the Company’s gross margin or net loss presented for the year ended December 31, 2022 nor did it impact previously reported amounts on the Company’s audited Consolidated Balance Sheets, Consolidated Statements of Equity or Consolidated Statements of Cash Flows. |
Use of Estimates | (c) Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the accompanying notes. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents Cash and cash equivalents include cash and investments in highly liquid investments purchased with an original maturity of three months or less. Cash balances held in banks exceed the federal depository insurance limit. The Company’s cash is only insured up to the federal depository insurance limit. A significant portion of the Company’s cash balances are held at a single banking institution. Amounts in transit from credit card processors are also considered cash equivalents as they generally settle to cash within two to five days of the sales transaction. |
Restricted Cash | (e) Restricted Cash The cash. |
Accounts Receivable | (f) Accounts Receivable Accounts receivables are recorded at the original invoiced amounts, net of a reserve for credit losses. The reserve for credit losses is estimated based on historical collectivity, aging of receivables, macroeconomic trends and other factors that may impact the Company’s ability to collect against those receivables. As of both December 31, 2022 and 2023, the Company’s reserve for credit losses was $0.8 million. |
Property and Equipment | (g) Property and Equipment Property and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. three Direct costs incurred in the development of internal-use software are capitalized once the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is ready for its intended use. Software development costs are amortized over their estimated useful lives of three years within depreciation and amortization on the Consolidated Statements of Operations. The Company's cloud computing arrangements include software licenses purchased from external vendors. Implementation costs incurred during the application development stage and other costs meeting certain criteria are capitalized. These assets are included in other noncurrent assets on the Company’s Consolidated Balance Sheets and amortized on a straight-line basis over their assessed useful lives. The carrying amounts of the Company’s long-lived assets, including lease right-of-use assets, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than the Company had originally estimated. The recoverability of these assets There were no property and equipment impairments during the years ended December 31, 2021 and 2022 and there were $0.3 million in property and equipment impairments during the year ended December 31, 2023, which were recorded to asset impairments |
Leases | (h) Leases The Company is party to operating lease agreements for its vacation homes, certain hotels and corporate offices. Operating lease assets are included within right-of-use (“ROU”) assets and the corresponding operating lease liabilities are included within lease liabilities and lease liabilities, noncurrent on the Company’s Consolidated Balance Sheets. The Company has elected not to present short-term leases on the Consolidated Balance Sheets as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that the Company is reasonably certain to exercise. All other right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the later of ASC 842 adoption date or lease commencement date. Because none of the Company’s leases provide an implicit rate of return, the Company used the Company’s incremental borrowing rate based on the information available at adoption date or lease commencement date in determining the present value of lease payments. The Company also elected the practical expedient to not separate lease and non-lease components for all of the Company’s current classes of leases. During the years ended December 31, 2021, 2022 and 2023, the Company recognized $0.0 million, $0.9 million and $40.5 million of impairment expense within the Company’s Consolidated Statements of Operations related to ROU assets with carrying values in excess of their recoverable values. The recoverability of these ROU assets is assessed by comparing the carrying amount of each asset to the future net undiscounted cash flows the asset is expected to generate over its remaining life. |
Goodwill | (i) Goodwill Goodwill 2013. |
Revenue | (j) Revenue The Company’s revenue is reported net of discounts and incentives as a reduction of the transaction price. Some of the Company’s contracts with members contain multiple performance obligations. For member contracts that include multiple performance obligations, the Company accounts for individual performance obligations as if they are distinct. The transaction price is then allocated to each performance obligation based on its standalone selling price. The Company generally determines the standalone selling price based on the prices charged to members. Subscription Revenue The Company’s contracts with member Inspirato Club Inspirato Pass Inspirato Club Inspirato Club Inspirato Pass New Legacy Inspirato Club Legacy Legacy Additional Subscription revenue is generated from Inspirato for Good IFG Inspirato for Business IFB IFG IFB IFG IFB Contracts are cancellable at the end of their contract term. The Company has determined that enrollment fees for Subscriptions do not provide a material right to a member and thus, these enrollment fees are recognized upon receipt. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined the Company’s contracts do not include a significant financing component. Travel Revenue When a trip is purchased, the Company records the cash received as deferred revenue on the Consolidated Balance Sheets. Travel revenue is recognized to revenue within the Company’s Consolidated Statements of Operations as performance obligations are met over the period of the stay. Revenue related to cancellation fees and other fees is recognized to revenue within the Company’s Consolidated Statements of Operations as the associated obligations to members are satisfied or extinguished. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these back to the applicable governmental entity on a periodic basis. These taxes are not recognized as revenue. Rather, the Company records a liability within accounts payable and accrued liabilities on the Consolidated Balance Sheets upon collection from the customer and reduces the liability when payments are remitted to the applicable governmental agency. Loyalty Program In August of 2023, the Company implemented a member loyalty program called Inspirato Rewards Rewards Rewards Rewards Inspirato Club Experiences and year-end festive dates; and complementary nights, among other benefits, which provide them with a material right to free or discounted goods or services in the future. The Company defers a portion of member spend, which represents the value of the program’s separate performance obligation, to Rewards Rewards Rewards Rewards Rewards Rewards Rewards Deferred Revenue As a result of the timing difference from when a member purchases a product, the Company records any unrecognized portion of travel revenue, prepaid enrollment and Subscription dues, and travel credits to be delivered as deferred revenue on the Company’s Consolidated Balance Sheets until applicable performance obligations are met. Additionally, members may purchase travel credits or obtain them upon cancelling a trip in certain situations. Travel credits can be applied towards future services, including Subscription and travel. Travel credits are recorded as deferred revenue on the Company’s Consolidated Balance Sheets until either the satisfaction of the purchased performance obligations for or the expiration of the credits occurs which is generally 3 years. |
Cost of revenue | (k) Cost of revenue Cost of revenue includes costs directly related to delivering travel to the Company’s members as well as depreciation and amortization related to leasehold improvements and equipment at residences. These direct costs include payments for properties the Company leases, operating and maintenance costs of those properties, including on-site service personnel costs, costs paid to the Company’s hotel partners for member stays, and booking costs from Inspirato Only |
Advertising Costs | (l) Advertising Costs The Company incurs advertising expenses to promote the Company’s brand. The Company expenses the production costs associated with advertisements in the period in which the advertisement first takes place and expenses the costs of placing the advertisement as incurred each time the advertisement is shown. and $7.1 million respectively. |
Equity-Based Compensation | (m) Equity-Based Compensation The Company accounts for equity-based compensation |
Income Taxes | (n) Income Taxes For periods prior to the Business Combination, Inspirato LLC was treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including Inspirato Incorporated. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the items of the net taxable income or loss and any related tax credits of Inspirato LLC. Subsequent to the Business Combination, Inspirato Incorporated holds an interest in Inspirato LLC, which continues to be treated as a partnership for U.S. federal income tax purposes. Inspirato LLC is also subject to taxes in foreign jurisdictions in which it operates. Inspirato Incorporated is subject to income taxes. The Company accounts for income taxes under the asset and liability method. Income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The relevant tax laws are often complex and may be subject to different interpretations. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable. The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company records interest and penalties related to uncertain income tax positions in income tax expense. For additional information see Note 10 – Income Taxes. |
Noncontrolling Interests | (o) Noncontrolling Interests Noncontrolling interests represent the economic interest of Inspirato LLC not owned by Inspirato Incorporated. These noncontrolling interests arose from the Business Combination. Noncontrolling interests were initially recorded as the relative proportion of the ownership interest to the net assets of Inspirato LLC at the time of the Business Combination. This amount is subsequently adjusted for the proportionate share of earnings or losses attributable to the noncontrolling interests, any dividends or distributions paid to the noncontrolling interests and any changes to Inspirato Incorporated’s ownership of Inspirato LLC. As of December 31, 2023, Inspirato Incorporated directly owned 54.9% of the interest in Inspirato LLC and the noncontrolling interest was 45.1%. The noncontrolling interest relates to the economic interests in Inspirato LLC held directly by owners of the Company’s Inspirato Incorporated Class V common stock (“Class V Common Stock”) in the form of New Common Units (as defined below) as a result of the Business Combination. See Note 3 - Reverse Recapitalization. |
Derivative Instruments | (p) Derivative Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company’s outstanding warrants are recognized as derivative liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value subject to re-measurement at each balance sheet date until exercised and any change in fair value is recognized in (gain) loss on fair value instruments within the Company’s Consolidated Statements of Operations. |
Segment Information | (q) Segment Information The Company provides hospitality services in both the U.S. as well as other foreign jurisdictions and has both members and assets around the world. The Company is managed by a U.S. based management team and measures and evaluates financial and operational performance as a single enterprise. Services are sold from the U.S. and not differentiated based upon purchase location and information is reported to the chief operating decision maker and the executive team on an aggregated world-wide basis. The Company operates as a single segment. |
Recently Adopted Accounting Pronouncements | (r) Recently Adopted Accounting Pronouncements On January 1, 2023, the Company adopted Accounting Standards Update 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August of 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Recently Issued Accounting Pronouncements Not Yet Adopted | (s) Recently Issued Accounting Pronouncements Not Yet Adopted In December of 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November of 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Schedule of reconciliation of previously reported balances to the adjusted balances | See the table below for a reconciliation of previously reported balances to the adjusted balances for this year’s presentation within the Consolidated Statements of Operations (in thousands): Previously Reported Adjustment Adjusted Presentation For the year ended December 31, For the year ended December 31, For the year ended December 31, 2021 2022 2021 2022 2021 2022 Cost of revenue $ 152,747 $ 228,362 $ — $ 39 $ 152,747 $ 228,401 General and administrative $ 50,477 $ 68,383 $ (691) $ (2,576) $ 49,786 $ 65,807 Sales and marketing $ 27,821 $ 38,540 $ 190 $ 828 $ 28,011 $ 39,368 Operations $ 26,814 $ 41,267 $ 489 $ 1,105 $ 27,303 $ 42,372 Technology and development $ 4,914 $ 13,615 $ 12 $ 604 $ 4,926 $ 14,219 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Schedule of revenues | Revenues are as follows (in thousands): Year Ended December 31, 2021 2022 2023 Travel $ 134,373 $ 198,925 $ 190,271 Subscription 100,024 145,651 137,606 Rewards and other revenue 350 954 1,223 Total $ 234,747 $ 345,530 $ 329,100 |
Schedule of assets and liabilities related to contracts with customers | Assets and liabilities related to contracts with members are as follows (in thousands): December 31, 2022 2023 Assets: Accounts receivable, net $ 3,140 $ 3,306 Prepaid member travel $ 19,915 $ 20,547 Other current assets $ — $ 1,053 Other noncurrent assets $ — $ 845 Liabilities: Deferred revenue, current $ 167,733 $ 160,493 Deferred revenue, noncurrent $ 18,321 $ 17,026 |
Schedule of deferred revenue | Deferred revenue is comprised of the following (in thousands): December 31, 2022 2023 Travel $ 86,931 $ 81,613 Subscriptions 77,081 66,367 Travel credits 22,042 18,852 Rewards — 10,687 Total 186,054 177,519 Less: Deferred revenue, noncurrent 18,321 17,026 Deferred revenue, current $ 167,733 $ 160,493 |
Schedule of expected deferred revenue recognition | As of December 31, 2023, deferred revenue is expected to be recognized in the following years (in thousands): Year ended December 31, 2024 $ 160,493 2025 11,789 2026 2,999 2027 1,310 2028 and thereafter 928 Total $ 177,519 |
Prepaid Expenses and Prepaid _2
Prepaid Expenses and Prepaid Member Travel (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Prepaid Member Travel | |
Schedule of prepaid expenses | Prepaid expenses are as follows (in thousands): December 31, 2022 2023 Software $ 3,601 $ 2,899 Insurance 1,581 1,873 Property operations 4,299 720 Operating supplies 1,441 643 Total $ 10,922 $ 6,135 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net | |
Schedule of property and equipment | Property and equipment, net are as follows (in thousands, other than years): Useful Life December 31, (years) 2022 2023 Residence leasehold improvements 3 $ 15,302 $ 21,372 Internal-use software 3 13,559 16,510 Corporate office leasehold improvements 3 5,156 5,323 Furniture, fixtures and equipment 5 1,208 1,214 Computer equipment 3 1,436 1,114 Residence vehicles 5 806 689 Total cost 37,467 46,222 Accumulated depreciation and amortization (19,169) (26,718) Property and equipment, net $ 18,298 $ 19,504 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities | |
Components of accounts payable and accrued liabilities | The following table presents the components of accounts payable and accrued liabilities (in thousands): December 31, 2022 2023 Trade creditors $ 21,356 $ 11,644 Occupancy taxes payable 7,231 6,823 Compensation accruals 5,475 3,786 Income and other taxes payable 2,024 495 Accounts payable and accrued liabilities $ 36,086 $ 22,748 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Summary of composition of operating lease expense | Year Ended December 31, 2021 2022 2023 Operating lease expense $ 62,772 $ 82,901 $ 85,305 Variable lease expense $ 3,797 $ 1,555 $ 908 |
Schedule of maturities of operating lease liabilities | Years ending December 31, 2024 $ 79,749 2025 64,655 2026 47,853 2027 35,770 2028 27,477 Thereafter 70,703 Total minimum lease payments 326,207 Less: interest expense (67,379) Present value of lease obligations 258,828 Less: current lease obligations (61,953) Long-term lease obligations $ 196,875 |
Summary of additional information about the Company's operating lease obligations | December 31, 2022 2023 Weighted-average remaining lease term (in years) 5.6 5.6 Weighted-average discount rate 5.13 % 8.23 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of domestic and foreign loss and comprehensive loss before income taxes | Domestic and foreign loss and comprehensive loss before income taxes consists of the following (in thousands): Year Ended December 31, 2021 2022 2023 Domestic $ (24,299) $ (53,885) $ (94,843) Foreign 2,081 3,603 1,705 Loss and comprehensive loss before income taxes $ (22,218) $ (50,282) $ (93,138) |
Schedule of income tax expense attributable to operations | Income tax expense attributable to operations is comprised of the following (in thousands): Year Ended December 31, 2021 2022 2023 Current: Federal $ - $ - $ - State - - 29 Foreign - 799 692 Total current $ - $ 799 $ 721 Deferred: Federal $ - $ - $ - State - - - Foreign - - - Total deferred - - - Income tax expense $ - $ 799 $ 721 |
Schedule of income tax provision differs from the amounts computed by applying the U.S. federal income tax rate to pretax loss | Year Ended December 31, 2021 2022 2023 U.S. federal tax (expense) benefit at statutory rate 0.0% 21.0% 21.0% State tax, net of federal benefit 0.0% 0.8% 3.1% Foreign rate differential 0.0% (1.6%) (0.5%) Net impact of noncontrolling interest and non-partnership operations on partnership outside basis 0.0% (11.2%) (2.2%) Other 0.0% 0.0% (0.1%) Change in valuation allowance 0.0% (10.6%) (22.1%) Effective income tax rate 0.0% (1.6%) (0.8%) |
Schedule of significant components of the Company's deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2023 Deferred tax assets: Net operating loss $ 24,501 $ 34,306 Investment in Inspirato LLC 7,514 20,232 Start-up costs 1,161 1,109 Other - 6 Gross deferred tax assets 33,176 55,653 Valuation allowance (33,176) (55,653) Total deferred tax assets $ - $ - Deferred tax liabilities: Total deferred tax liabilities $ - $ - Net deferred tax assets $ - $ - |
Schedule of gross unrecognized tax benefits | The following table summarizes the activities related to the Company’s gross unrecognized tax benefits during the years ended December 31, 2021, 2022 and 2023 (in thousands): Year ended December 31, 2021 2022 2023 Balance at January 1, $ - $ - $ - Increase in balance related to tax positions taken during prior years - - 487 Balance at December 31, $ - $ - $ 487 |
Earnings (Loss) Attributable _2
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share | |
Schedule of basic and diluted earnings per share | Year Ended December 31, 2021 2022 2023 Net loss attributable to Inspirato Incorporated (in thousands) $ (22,218) $ (24,057) $ (51,755) Weighted average Class A Shares outstanding, Basic and diluted (in thousands) 5,276 2,616 3,380 Net loss attributable to Inspirato Incorporated per Class A Share, Basic and diluted (in dollars per share) $ (4.21) $ (9.20) $ (15.31) |
Schedule of anti-dilutive securities | The following securities are anti-dilutive for the years ended December 31, 2021, 2022 and 2023 (in thousands): Year Ended December 31, 2021 2022 2023 Restricted stock units — 194 831 Stock options 400 344 232 Warrants 25 415 431 Profit interests 464 53 464 Note — — 850 Anti-dilutive securities 889 1,006 2,808 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of equity-based compensation recognized on the Company's Consolidated Statements of Operations | Year Ended December 31, 2021 2022 2023 Cost of revenue $ — $ 39 $ 65 General and administrative 2,567 6,226 9,569 Sales and marketing 190 828 1,499 Operations 489 1,105 1,734 Technology and development 12 604 785 Total equity-based compensation $ 3,258 $ 8,802 $ 13,652 |
Employee Stock Option [Member] | |
Schedule of share based compensations activity | The following table represents nonqualified stock option activity for the years ended December 31, 2022 and 2023: Number of options (in thousands) Weighted average exercise price Outstanding at December 31, 2021 391 $ 15.60 Exercised (92) 15.60 Forfeited (21) 15.60 Expired (6) 15.60 Outstanding at December 31, 2022 273 15.60 Exercised (36) 15.60 Forfeited (33) 15.60 Outstanding at December 31, 2023 204 $ 15.60 Exercisable at December 31, 2023 204 $ 15.60 |
Restricted Stock Units | |
Schedule of share based compensations activity | Number of units (in thousands) Weighted average grant date fair value Outstanding at December 31, 2021 — $ — Granted 289 121.20 Vested (5) 61.80 Forfeited (8) 70.40 Outstanding at December 31, 2022 275 124.60 Granted 797 27.11 Vested (174) 96.58 Forfeited (171) 46.64 Outstanding at December 31, 2023 727 $ 41.42 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest | |
Summary of changes in ownership of New Common Units in Inspirato LLC | The following table summarizes the changes in share ownership of Inspirato LLC (in thousands): New Common Units Inspirato Incorporated Continuing Inspirato LLC Members Continuing Inspirato LLC Members subject to vesting Total Recapitalization 2,342 3,347 142 5,831 Conversion of Class V to Class A 421 (421) — — Vesting of profits interests — 57 (57) — Issuance of Common Stock 373 — — 373 Balance at December 31, 2022 3,136 2,983 85 6,204 Conversion of Class V to Class A 161 (161) — — Vesting of profits interests — 85 (85) — Issuance of Common Stock 240 — — 240 Balance at December 31, 2023 3,537 2,907 — 6,444 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2023 based on the three-tier fair value hierarchy (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 80,278 $ — $ — $ 80,278 Restricted cash 1,661 — — 1,661 Total $ 81,939 $ — $ — $ 81,939 Liabilities Warrants $ 759 $ — $ — $ 759 December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents $ 36,566 $ — $ — $ 36,566 Restricted cash 5,700 — — 5,700 Total $ 42,266 $ — $ — $ 42,266 Liabilities Note $ — $ — $ 23,854 $ 23,854 Warrants 48 — — 48 Total $ 48 $ — $ 23,854 $ 23,902 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Geographical Information | |
Summary of principal geographic areas related to long lived assets | The following summary provides information concerning the Company’s principal geographic areas related to its physical long-lived assets for the years ended December 31, 2022 and 2023 (in thousands): December 31, 2022 2023 Property and equipment, net $ 18,298 $ 19,504 Right-of-use assets 271,702 209,702 Total $ 290,000 $ 229,206 United States $ 205,469 $ 171,332 Outside the United States $ 84,531 $ 57,874 |
Summary of company's revenue by principal geographical area, based on location of cash receipts | The following summary provides information concerning the Company’s revenue by principal geographic area, determined based on the location of cash receipts (in thousands): Year Ended December 31, 2021 2022 2023 United States $ 225,683 $ 331,426 $ 315,643 Outside the United States 9,064 14,104 13,457 Total $ 234,747 $ 345,530 $ 329,100 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Financial Information | |
Schedule of Supplemental and Non-cash Investing and Financing Activities | Year Ended December 31, 2021 2022 2023 Supplemental cash flow information: Cash paid for interest $ 609 $ 288 $ 1,859 Cash paid for income taxes $ — $ 81 $ 309 Significant noncash transactions: Gain on forgiveness of debt $ 9,518 $ — $ — Conversion of Class V to Class A stock $ — $ 4,957 $ — Accounting principle adoption $ — $ — $ 204 Conversion of preferred stock in connection with reverse recapitalization $ — $ 104,761 $ — Warrants acquired at fair value $ — $ 9,874 $ — Warrants exercised $ — $ 8,390 $ — Fixed assets purchased but unpaid, included in accounts payable at period end $ — $ 989 $ 1,022 Operating lease right-of-use assets exchanged for lease obligations $ — $ 355,214 $ 66,145 Conversion of deferred rent and prepaid rent to right-of-use assets $ — $ 6,831 $ — |
Nature of Business (Details)
Nature of Business (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 26, 2023 $ / shares shares | Dec. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 25, 2023 shares | |
Number Of Private Luxury Vacation | item | 450 | |||
Number Of Luxury Hotels | item | 250 | |||
The vacation options over number of destinations as per offered diverse portfolio. | item | 180 | |||
Asset impairments | $ | $ 40,844 | $ 925 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock shares authorized | shares | 5,000,000 | 5,000,000 | 5,000,000 | 100,000,000 |
Class A Common Stock | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Stock split conversion ratio | 0.05 | |||
Common stock shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | 1,000,000,000 |
Class B Common Stock | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | shares | 5,000,000 | 5,000,000 | 5,000,000 | 100,000,000 |
Class V Common Stock | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | shares | 25,000,000 | 25,000,000 | 25,000,000 | 500,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Reclassification of Prior Year Presentation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reclassification [Line Items] | |||
Cost of revenue | $ 233,942 | $ 228,401 | $ 152,747 |
General and administrative | 72,117 | 65,807 | 49,786 |
Sales and marketing | 32,884 | 39,368 | 28,011 |
Operations | 28,125 | 42,372 | 27,303 |
Technology and development | 11,330 | 14,219 | 4,926 |
General and administrative, equity-based compensation | 13,652 | 8,802 | 3,258 |
Asset impairments | 40,844 | 925 | |
Gross deferred tax assets | 55,653 | 33,176 | |
Valuation allowance | 55,653 | 33,176 | |
Investment in Inspirato LLC | $ 20,232 | 7,514 | |
Previously Reported | |||
Reclassification [Line Items] | |||
Cost of revenue | 228,362 | 152,747 | |
General and administrative | 68,383 | 50,477 | |
Sales and marketing | 38,540 | 27,821 | |
Operations | 41,267 | 26,814 | |
Technology and development | 13,615 | 4,914 | |
Conversion | |||
Reclassification [Line Items] | |||
General and administrative, equity-based compensation | 2,600 | 700 | |
Asset impairments | 900 | 0 | |
Adjustment | |||
Reclassification [Line Items] | |||
Cost of revenue | 39 | ||
General and administrative | (2,576) | (691) | |
Sales and marketing | 828 | 190 | |
Operations | 1,105 | 489 | |
Technology and development | $ 604 | $ 12 |
Significant Accounting Polici_5
Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Impairment of long-lived assets | $ 0 | $ 0 | |
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | Asset Impairment Charges | Asset Impairment Charges |
Property and equipment impairments | $ 0.3 | ||
Minimum | |||
Useful life | 3 years | ||
Maximum | |||
Useful life | 5 years | ||
Internal-use software | |||
Useful life | 3 years |
Significant Accounting Polici_6
Significant Accounting Policies - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets | |||
Prepaid Expenses | $ 6,135 | $ 10,922 | |
Operating lease ROU assets | 209,702 | 271,702 | |
Liabilities | |||
Right-of-use asset impairments | $ 40,500 | $ 900 | $ 0 |
Significant Accounting Polici_7
Significant Accounting Policies - Goodwill (Details) | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2023 segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | |
Significant Accounting Policies | ||||
Goodwill impairment | $ | $ 0 | $ 0 | $ 0 | |
Number of Reporting Units | segment | 1 |
Significant Accounting Polici_8
Significant Accounting Policies - Revenue Recognition Subscription Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred revenue | $ 177,519 | $ 186,054 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Expected useful life of subscriptions | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Expected useful life of subscriptions | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Expected useful life of subscriptions | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | ||
Expected useful life of subscriptions | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | ||
Expected useful life of subscriptions | 1 year | |
Subscription Revenue | ||
Deferred revenue | $ 1,000 | $ 4,200 |
Significant Accounting Polici_9
Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Sales and marketing [member] | |||
Advertising expenses | $ 7.1 | $ 8 | $ 8.5 |
Significant Accounting Polic_10
Significant Accounting Policies - Noncontrolling Interests (Details) - shares shares in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Warrants exercised | 8.6 | 8.6 |
Inspirato LLC | Class V Common Stock | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 45.10% | |
Inspirato Incorporated | ||
Noncontrolling Interest, Ownership Percentage by Parent | 54.90% |
Significant Accounting Polic_11
Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
Retained earnings | $ (285,782) | $ (233,931) |
Noncontrolling interests | (124,456) | (86,723) |
Reserve for credit losses | $ 800 | 800 |
Minimum | ||
Number of rewards | item | 1 | |
Maximum | ||
Number of rewards | item | 3 | |
Travel Pattern Recognition Term | 30 months | |
ASU 2016-13 | ||
Retained earnings | $ 100 | |
Noncontrolling interests | $ 100 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - Reverse Capitalization - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Reverse Capitalization | |||
Common Stock, Number Of Votes Per Share | 1 | ||
Gross proceeds | $ 90 | ||
Transaction costs incurred | $ 25 | ||
Net cash proceeds | $ 66 | ||
Operating Expenses | |||
Reverse Capitalization | |||
Transaction costs incurred | 1.1 | ||
Additional Paid-in Capital | |||
Reverse Capitalization | |||
Transaction costs incurred | $ 24 | ||
Inspirato LLC | |||
Reverse Capitalization | |||
Ownership (as a percent) | 41.20% | ||
Class A Common Stock | |||
Reverse Capitalization | |||
Exchange ratio of outstanding units to stock | 37.2275 | ||
Gross proceeds | $ 88 | ||
Conversion of units into common stock in connection with the reverse recapitalization (in shares) | 440,000 |
Revenue - Revenue Disaggregatio
Revenue - Revenue Disaggregation (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||||
Revenue | $ 329,100,000 | $ 345,530,000 | $ 234,747,000 | |
Capitalized Contract Cost Net | 1,900,000 | |||
Capitalized Contract Cost Amortization | 600,000 | 0 | 0 | |
Total | 177,519,000 | 186,054,000 | ||
Less: Deferred revenue, noncurrent | 17,026,000 | 18,321,000 | ||
Deferred revenue, current | 160,493,000 | 167,733,000 | ||
Deferred Revenue, Revenue Recognized | 148,600,000 | 168,000,000 | ||
Cost of Sales | ||||
Revenues | ||||
Capitalized Contract Cost Amortization | 400,000 | |||
Sales and marketing | ||||
Revenues | ||||
Capitalized Contract Cost Amortization | 200,000 | |||
Other current assets | ||||
Revenues | ||||
Capitalized Contract Cost Net | 1,100,000 | |||
Other noncurrent assets | ||||
Revenues | ||||
Capitalized Contract Cost Net | $ 800,000 | |||
Maximum | ||||
Revenues | ||||
Travel pattern recognition term | 30 months | |||
Travel | ||||
Revenues | ||||
Revenue | $ 190,271,000 | 198,925,000 | 134,373,000 | |
Total | 81,613,000 | 86,931,000 | ||
Subscription | ||||
Revenues | ||||
Revenue | 137,606,000 | 145,651,000 | 100,024,000 | |
Total | 66,367,000 | 77,081,000 | ||
Rewards And Other Revenue | ||||
Revenues | ||||
Revenue | 1,223,000 | 954,000 | $ 350,000 | |
Travel credits | ||||
Revenues | ||||
Total | 18,852,000 | $ 22,042,000 | ||
Rewards | ||||
Revenues | ||||
Total | $ 10,687,000 | |||
Contract with Customer, Liability, Revenue Recognized | $ 6,800,000 |
Revenue - Contract with Custome
Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Deferred revenue, current and noncurrent | $ 177,519 | $ 186,054 |
Other Current Liabilities [Member] | ||
Liabilities: | ||
Deferred revenue, current and noncurrent | 160,493 | 167,733 |
Other Noncurrent Liabilities [Member] | ||
Liabilities: | ||
Rewards deferred revenue | 17,026 | 18,321 |
Accounts receivable, net | ||
Assets: | ||
Assets related to contracts with customers | 3,306 | 3,140 |
Prepaid Subscriber Travel | ||
Assets: | ||
Assets related to contracts with customers | 20,547 | $ 19,915 |
Other current assets | ||
Assets: | ||
Assets related to contracts with customers | 1,053 | |
Other noncurrent assets | ||
Assets: | ||
Assets related to contracts with customers | $ 845 |
Revenue - Expected recognition
Revenue - Expected recognition of deferred revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Deferred revenue obligations | $ 177,519 | |
Deferred revenue recognized during period | $ 148,600 | $ 168,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Expected useful life of subscriptions | 1 year | |
Deferred revenue obligations | $ 160,493 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Expected useful life of subscriptions | 1 year | |
Deferred revenue obligations | $ 11,789 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Expected useful life of subscriptions | 1 year | |
Deferred revenue obligations | $ 2,999 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Expected useful life of subscriptions | 1 year | |
Deferred revenue obligations | $ 1,310 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Expected useful life of subscriptions | 1 year | |
Deferred revenue obligations | $ 928 |
Prepaid Expenses and Prepaid _3
Prepaid Expenses and Prepaid Member Travel (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Prepaid Member Travel | ||
Prepaid Member Travel | $ 20,547 | $ 19,915 |
Prepaid expenses | ||
Software | 2,899 | 3,601 |
Insurance | 1,873 | 1,581 |
Property operations | 720 | 4,299 |
Operating supplies | 643 | 1,441 |
Total | $ 6,135 | $ 10,922 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment | ||
Total cost | $ 46,222 | $ 37,467 |
Accumulated depreciation and amortization | (26,718) | (19,169) |
Property and equipment, net | $ 19,504 | 18,298 |
Residence leasehold improvements | ||
Property, Plant and Equipment | ||
Useful life | 3 years | |
Total cost | $ 21,372 | 15,302 |
Internal-use software | ||
Property, Plant and Equipment | ||
Useful life | 3 years | |
Total cost | $ 16,510 | 13,559 |
Corporate office leasehold improvements | ||
Property, Plant and Equipment | ||
Useful life | 3 years | |
Total cost | $ 5,323 | 5,156 |
Computer equipment | ||
Property, Plant and Equipment | ||
Useful life | 3 years | |
Total cost | $ 1,114 | 1,436 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment | ||
Useful life | 5 years | |
Total cost | $ 1,214 | 1,208 |
Residence vehicles | ||
Property, Plant and Equipment | ||
Useful life | 5 years | |
Total cost | $ 689 | $ 806 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities | ||
Trade creditors | $ 11,644 | $ 21,356 |
Occupancy taxes payable | 6,823 | 7,231 |
Compensation accruals | 3,786 | 5,475 |
Income and other taxes payable | 495 | 2,024 |
Accounts payable and accrued liabilities | $ 22,748 | $ 36,086 |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 29, 2023 | Aug. 07, 2023 | Dec. 31, 2023 | Sep. 26, 2023 | |
Debt Instrument [Line Items] | ||||
Carrying value | $ 23,854 | |||
Minimum liquidity threshold | 10,000 | |||
Fair value gains | $ 1,600 | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) On Fair Value Instruments | |||
Oakstone Ventures, Inc. | Senior Secured Convertible Note due 2028 | ||||
Debt Instrument [Line Items] | ||||
Strategic investment amount | $ 25,000 | |||
Interest rate | 8% | 8% | ||
Net proceeds from offering | $ 23,100 | |||
Debt issuance costs | $ 1,900 | $ 1,900 | ||
Carrying value | $ 25,500 | |||
Conversion price per share | $ 30 | |||
Threshold voting percentage of debt instrument | 4.99% | |||
Threshold ownership percentage of debt instrument | 24.99% | |||
Redemption term | 3 years | |||
Redemption price (in percent) | 1.50% |
Debt - Loan Facility (Details)
Debt - Loan Facility (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | |
Debt | ||||||
Gain on forgiveness of debt | $ 9,518,000 | |||||
Loan Facility | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 14,000,000 | |||||
Interest rate at end of period | 8.50% | |||||
Interest expense | $ 0 | $ 300,000 | $ 600,000 | |||
Paycheck Protection Program Loan [Member] | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 9,400,000 | |||||
Gain on forgiveness of debt | $ 9,500,000 |
Debt - Interest, Net (Details)
Debt - Interest, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Interest expense incurred | $ 2.4 | $ 0.3 | $ 0.6 |
Interest income | 1.3 | 0.1 | 0 |
Interest expense | $ 1.1 | $ 0.2 | $ 0.6 |
Leases - Operating lease expens
Leases - Operating lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease expense | |||
Operating lease expense | $ 85,305 | $ 82,901 | $ 62,772 |
Variable lease expense | $ 908 | $ 1,555 | $ 3,797 |
Minimum | |||
Leases | |||
Active leases, initial term | 1 year | ||
Maximum | |||
Leases | |||
Active leases, initial term | 19 years |
Leases - Maturities of operatin
Leases - Maturities of operating liabilities excluding short-term leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
2024 | $ 79,749 | |
2025 | 64,655 | |
2026 | 47,853 | |
2027 | 35,770 | |
2028 | 27,477 | |
Thereafter | 70,703 | |
Total minimum lease payments | 326,207 | |
Less: interest expense | (67,379) | |
Present value of lease obligations | 258,828 | |
Less: current lease obligations | (61,953) | $ (74,299) |
Long-term lease obligations | $ 196,875 | $ 208,159 |
Leases - Additional information
Leases - Additional information about lease obligations (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Weighted-average remaining lease term (in years): | |||
Operating leases | 5 years 7 months 6 days | 5 years 7 months 6 days | |
Weighted-average discount rate | |||
Operating leases | 8.23% | 5.13% | |
Lease liabilities | |||
Future payments | $ 326,207,000 | ||
Number of leases impaired | item | 63 | ||
Right-of-use asset impairments | $ 40,500,000 | $ 900,000 | $ 0 |
Leases not yet commenced | |||
Lease liabilities | |||
Number of leases | 21 | ||
Future payments | $ 28,100,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Increase in valuation allowance | $ 22,500 | |
Net operating loss carryforwards | 34,306 | $ 24,501 |
Federal net operating loss | $ 75,700 | |
Percentage of expects to benefit | 85% | |
Percentage of expects to benefit remaining | 15% | |
U.S. federal | ||
Income Taxes | ||
Net operating loss carryforwards | $ 140,600 | |
State | ||
Income Taxes | ||
Net operating loss carryovers | $ 97,900 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Domestic | $ (94,843) | $ (53,885) | $ (24,299) |
Foreign | 1,705 | 3,603 | 2,081 |
Loss and comprehensive loss before income taxes | $ (93,138) | $ (50,282) | $ (22,218) |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
State | $ 29 | |
Foreign | 692 | $ 799 |
Total current | 721 | 799 |
Total income tax expense | $ 721 | $ 799 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the U.S. federal income tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
U.S. federal tax (expense) benefit at statutory rate | 21% | 21% | 0% |
State tax, net of federal benefit | 3.10% | 0.80% | 0% |
Foreign rate differential | (0.50%) | (1.60%) | 0% |
Net impact of noncontrolling interest and non-partnership operations on partnership outside basis | 2.20% | 11.20% | 0% |
Other | (0.10%) | 0% | 0% |
Change in valuation allowance | (22.10%) | (10.60%) | 0% |
Effective income tax rate | (0.80%) | (1.60%) | 0% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 34,306 | $ 24,501 |
Investment in Inspirato LLC | 20,232 | 7,514 |
Start-up costs | 1,109 | 1,161 |
Other | 6 | |
Gross deferred tax assets | 55,653 | 33,176 |
Valuation allowance | $ (55,653) | $ (33,176) |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes | |
Uncertain tax positions | $ 487 |
Gross unrecognized tax benefits | |
Increase in balance related to tax positions taken during prior years | 487 |
Balance at December 31, | $ 487 |
Equity of Inspirato Incorpora_2
Equity of Inspirato Incorporated (Details) | Dec. 31, 2023 Vote $ / shares shares | Sep. 26, 2023 $ / shares shares | Sep. 25, 2023 shares | Dec. 31, 2022 $ / shares shares |
Members' equity and temporary equity | ||||
Number Of votes per share | Vote | 1 | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 100,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock shares outstanding | 0 | 0 | ||
Class A Common Stock | ||||
Members' equity and temporary equity | ||||
Common stock shares authorized | 50,000,000 | 50,000,000 | 1,000,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 3,537,000 | 3,136,000 | ||
Common stock shares outstanding | 3,537,492 | 3,135,832 | ||
Class V Common Stock | ||||
Members' equity and temporary equity | ||||
Common stock shares authorized | 25,000,000 | 25,000,000 | 500,000,000 | 25,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 2,907,000 | 3,068,000 | ||
Common stock shares outstanding | 2,906,959 | 3,067,974 | ||
Class Of common stock, exchange ratio | 1 | |||
Class B Non-Voting Common Stock | ||||
Members' equity and temporary equity | ||||
Common stock shares authorized | 5,000,000 | 5,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 0 | |||
Common stock shares outstanding | 0 | 0 |
Earnings (Loss) Attributable _3
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share | |||
Anti-dilutive securities | 2,808,000 | 1,006,000 | 889,000 |
Class B Non-Voting Common Stock | |||
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share | |||
Issuance of Common Stock | 0 | ||
Note | |||
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share | |||
Anti-dilutive securities | 850,378 |
Earnings (Loss) Attributable _4
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | |||
Net loss attributable to Inspirato Incorporated | $ (51,755) | $ (24,057) | $ (22,218) |
Denominator | |||
Basic weighted average Class A shares outstanding (in shares) | 3,380 | 2,616 | 5,276 |
Diluted weighted average Class A shares outstanding (in shares) | 3,380 | 2,616 | 5,276 |
Basic net loss attributable to Inspirato Incorporated per Class A share (in dollars per share) | $ (15.31) | $ (9.20) | $ (4.21) |
Diluted net loss attributable to Inspirato Incorporated per Class A share (in dollars per share) | $ (15.31) | $ (9.20) | $ (4.21) |
Earnings (Loss) Attributable _5
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share - Anti-dilutive securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Anti-dilutive securities | |||
Anti-dilutive securities | 2,808,000 | 1,006,000 | 889,000 |
Restricted stock units | |||
Anti-dilutive securities | |||
Anti-dilutive securities | 831,000 | 194,000 | |
Employee Stock Option | |||
Anti-dilutive securities | |||
Anti-dilutive securities | 232,000 | 344,000 | 400,000 |
Warrants | |||
Anti-dilutive securities | |||
Anti-dilutive securities | 431,000 | 415,000 | 25,000 |
Profits interests | |||
Anti-dilutive securities | |||
Anti-dilutive securities | 464,000 | 53,000 | 464,000 |
Note | |||
Anti-dilutive securities | |||
Anti-dilutive securities | 850,378 |
Equity-Based Compensation - Uni
Equity-Based Compensation - Unit Option Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Based Compensation | |||
Equity-based compensation | $ 13,652 | $ 8,802 | $ 3,258 |
Recognized income tax benefits | 1,700 | 900 | 0 |
Cost of revenue | |||
Equity Based Compensation | |||
Equity-based compensation | 65 | 39 | |
General and administrative | |||
Equity Based Compensation | |||
Equity-based compensation | 9,569 | 6,226 | 2,567 |
Sales and marketing | |||
Equity Based Compensation | |||
Equity-based compensation | 1,499 | 828 | 190 |
Operations | |||
Equity Based Compensation | |||
Equity-based compensation | 1,734 | 1,105 | 489 |
Technology and development | |||
Equity Based Compensation | |||
Equity-based compensation | $ 785 | $ 604 | $ 12 |
Employee Stock Option [Member] | |||
Unit Option Plan | |||
Award term | 10 years | ||
Employee Stock Option [Member] | Minimum | |||
Unit Option Plan | |||
Vesting period | 3 years | ||
Employee Stock Option [Member] | Maximum | |||
Unit Option Plan | |||
Vesting period | 5 years |
Equity-Based Compensation - NSO
Equity-Based Compensation - NSO activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of shares | ||
Balance at the beginning | 273,000 | 391,000 |
Exercised | (36,000) | (92,000) |
Forfeited | (33,000) | (21,000) |
Expired | (6,000) | |
Balance at the end | 204,000 | 273,000 |
Exercisable | 204,000 | |
Weighted average exercise per share | ||
Balance at the beginning (in dollars per share) | $ 15.60 | $ 15.60 |
Exercised (in dollars per share) | 15.60 | 15.60 |
Forfeited (in dollars per share) | 15.60 | 15.60 |
Expired (in dollars per share) | 15.60 | |
Balance at the end (in dollars per share) | 15.60 | $ 15.60 |
Exercisable | $ 15.60 | |
Other disclosures | ||
Granted | 0 | 0 |
Aggregate intrinsic value of outstanding options | $ 0 | |
Exercisable options and outstanding options | 5 years |
Equity-Based Compensation - Pro
Equity-Based Compensation - Profits Interests (Details) - Profits interests - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Profits interests issued (in shares) | 465,000 | 465,000 |
Profits interests outstanding (in shares) | 355,000 | 355,000 |
Equity-Based Compensation - 202
Equity-Based Compensation - 2021 Plan (Details) - 2021 Equity Incentive Plan $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Equity Based Compensation | |
Number of shares authorized | 795,000 |
Number of additional shares authorized | 373,000 |
Maximum automatic annual increase (in shares) | 995,000 |
Maximum automatic annual increase in shares, as a percentage of shares outstanding | 5% |
Unrecognized cost, nonoptions | $ | $ 20.6 |
Period expense remaining to be recognized | 2 years 4 months 24 days |
Restricted Stock Units | Minimum | 1-year vesting period | |
Equity Based Compensation | |
Vesting period | 1 year |
Restricted Stock Units | Maximum | 4-year vesting period | |
Equity Based Compensation | |
Vesting period | 4 years |
Equity-Based Compensation - RSU
Equity-Based Compensation - RSU Activity (Details) - Restricted Stock Units - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of units | ||
Outstanding beginning | 275 | |
Granted | 797 | 289 |
Vested | (174) | (5) |
Forfeited | 171 | 8 |
Outstanding ending | 727 | 275 |
Weighted average grant date fair value | ||
Outstanding beginning | $ 124.60 | |
Granted | 27.11 | $ 121.20 |
Vested | 96.58 | 61.80 |
Forfeited | 46.64 | 70.40 |
Outstanding ending | $ 41.42 | $ 124.60 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | ||||
Number of warrants outstanding | 8,600,000 | 8,600,000 | ||
Fair value of warrants outstanding | $ 48 | $ 759 | ||
(Gain) loss on fair value instruments | $ (800) | |||
Class A Common Stock | ||||
Warrants | ||||
Warrant exercise price (in dollars per share) | $ 230 | |||
Fair value of warrants outstanding | $ 100 | 800 | ||
(Gain) loss on fair value instruments | $ 1,700 | $ 500 | ||
Maximum number of warrants acquired | 0.05 | |||
Saks Warrant | ||||
Warrants | ||||
Warrant exercise price (in dollars per share) | $ 40 | |||
Maximum number of warrants acquired | 900,000 | |||
Termination period of the commercial agreement | 90 days | |||
Saks Warrant | Maximum | ||||
Warrants | ||||
Fair value of warrants outstanding | $ 100 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - shares | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Noncontrolling Interest | |||
Conversion of Class V to Class A (in shares) | 4,957,000 | ||
Class A Common Stock | |||
Noncontrolling Interest | |||
Conversion of Class V to Class A (in shares) | 161,000 | 421,000 | |
Inspirato Incorporated | Inspirato LLC | |||
Noncontrolling Interest | |||
Conversion of Class V to Class A (in shares) | 421,000 | 161,000 | |
Legacy Inspirato Holders | Inspirato LLC | |||
Noncontrolling Interest | |||
Non controlling interest percentage | 57.50% | 44.90% | 57.50% |
Noncontrolling Interest - Chang
Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares shares in Thousands | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 10, 2022 | |
Noncontrolling Interest | ||||
Conversion of Class V to Class A (in shares) | 4,957 | |||
Inspirato LLC | ||||
Noncontrolling Interest | ||||
Recapitalization | 6,204 | 6,444 | 6,204 | 5,831 |
Issuance of Common Stock | 373 | 240 | ||
End of period (in shares) | 6,204 | 6,444 | 6,204 | 5,831 |
Inspirato Incorporated | Inspirato LLC | ||||
Noncontrolling Interest | ||||
Recapitalization | 3,136 | 3,537 | 3,136 | 2,342 |
Issuance of Common Stock | 373 | 240 | ||
Conversion of Class V to Class A (in shares) | 421 | 161 | ||
End of period (in shares) | 3,136 | 3,537 | 3,136 | 2,342 |
Continuing Inspirato Members | Inspirato LLC | ||||
Noncontrolling Interest | ||||
Recapitalization | 2,983 | 2,907 | 2,983 | 3,347 |
Vesting of Profits Interests | 57 | 85 | ||
Conversion of Class V to Class A (in shares) | (421) | (161) | ||
End of period (in shares) | 2,983 | 2,907 | 2,983 | 3,347 |
Unvested Continuing Inspirato Members [Member] | Inspirato LLC | ||||
Noncontrolling Interest | ||||
Recapitalization | 85 | 85 | 142 | |
Vesting of Profits Interests | (57) | (85) | ||
End of period (in shares) | 85 | 85 | 142 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Nov. 02, 2023 | Nov. 01, 2023 |
Commitments and contingencies | |||
Surety bond amount | $ 30 | $ 20 | |
Credit Card Reserve | |||
Commitments and contingencies | |||
Reserve requirement | $ 4.8 | ||
Credit Card Reserve | Maximum | |||
Commitments and contingencies | |||
Reserve requirement | $ 10 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements | ||
Fair value assets liabilities level to level transfers amount | $ 0 | $ 0 |
Restricted cash | 5,700 | 1,661 |
Saks Warrant | ||
Fair Value Measurements | ||
Maximum amount of fair value of warrants outstanding | 100 | |
Recurring | ||
Fair Value Measurements | ||
Assets | 42,266 | 81,939 |
Liabilities | 23,902 | |
Recurring | Level 1 | ||
Fair Value Measurements | ||
Assets | 42,266 | 81,939 |
Liabilities | 48 | |
Recurring | Level 3 | ||
Fair Value Measurements | ||
Liabilities | 23,854 | |
Recurring | Note | ||
Fair Value Measurements | ||
Liabilities | 23,854 | |
Recurring | Note | Level 3 | ||
Fair Value Measurements | ||
Liabilities | 23,854 | |
Recurring | Warrants | ||
Fair Value Measurements | ||
Liabilities | 48 | 759 |
Recurring | Warrants | Level 1 | ||
Fair Value Measurements | ||
Liabilities | 48 | 759 |
Recurring | Cash and cash equivalents | ||
Fair Value Measurements | ||
Assets | 36,566 | 80,278 |
Recurring | Cash and cash equivalents | Level 1 | ||
Fair Value Measurements | ||
Assets | 36,566 | 80,278 |
Recurring | Restricted cash | ||
Fair Value Measurements | ||
Assets | 5,700 | 1,661 |
Recurring | Restricted cash | Level 1 | ||
Fair Value Measurements | ||
Assets | $ 5,700 | $ 1,661 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employees participating percentage | 90% | ||
Company match percentage | 50% | 50% | 50% |
Percent of employer match of employee's eligible pay | 6% | 6% | 6% |
Vesting percentage | 100% | 100% | 100% |
Maximum amount employer can contribute per employee per year | $ 1,500 | $ 1,500 | $ 1,500 |
Contribution expense | $ 1,100,000 | $ 1,300,000 | $ 900,000 |
Employee Stock Purchase Plan [Member] | Class A Common Stock | |||
Number of shares authorized | 200,000 | ||
Number of shares granted | 141,000 | 171,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Offering Terms of Award | 6 months | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Maximum Employee Subscription Rate | 85% | ||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 30,000 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 19,504 | $ 18,298 |
Right-of-use assets | 209,702 | 271,702 |
Long lived assets | 229,206 | 290,000 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | 171,332 | 205,469 |
Outside the United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived assets | $ 57,874 | $ 84,531 |
Geographic Information - Compan
Geographic Information - Company's Revenue based on location of cash receipts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 329,100 | $ 345,530 | $ 234,747 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 315,643 | 331,426 | 225,683 |
Outside the United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 13,457 | $ 14,104 | $ 9,064 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related party transactions | |||
Revenue | $ 329,100 | $ 345,530 | $ 234,747 |
Related Party | |||
Related party transactions | |||
Accounts receivable, net - related parties | 842 | 663 | |
Revenue | 100 | ||
Exclusive Resorts | Related Party | |||
Related party transactions | |||
Payments to related party | 600 | 2,600 | $ 3,400 |
Related party lease agreements | Related Party | |||
Related party transactions | |||
Payments to related party | $ 100 | $ 100 |
Supplemental Financial Inform_3
Supplemental Financial Information (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental cash flow information: | |||
Cash paid for interest | $ 1,859 | $ 288 | $ 609 |
Cash paid for income taxes | 309 | $ 81 | |
Significant noncash transactions: | |||
Gain on forgiveness of debt | $ 9,518 | ||
Conversion of Class V to Class A stock | 4,957 | ||
Accounting principle adoption | 204 | ||
Conversion of preferred stock in connection with reverse recapitalization | $ 104,761 | ||
Warrants acquired at fair value | 9,874 | ||
Warrants exercised | 8,390 | ||
Fixed assets purchased but unpaid, included in accounts payable at period end | 1,022 | 989 | |
Operating lease right-of-use assets exchanged for lease obligations | $ 66,145 | 355,214 | |
Conversion of deferred rent and prepaid rent to right-of-use assets | $ 6,831 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (51,755) | $ (24,057) | $ (22,218) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |