Inspirato (ISPO) 10-Q 9 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 03, 2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39791
Entity Registrant Name	INSPIRATO INCORPORATED
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2426959
Entity Address State Or Province	CO
Entity Address, Address Line One	1544 Wazee Street
Entity Address, City or Town	Denver
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	586-7771
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	ISPO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001820566
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment 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

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 22,626	$ 36,566
Restricted cash	10,660	5,700
Prepaid member travel	18,840	20,547
Prepaid expenses	4,338	6,135
Other current assets	1,772	1,744
Total current assets	61,514	74,840
Property and equipment, net	18,482	19,504
Goodwill	21,233	21,233
Right-of-use assets	206,822	209,702
Other noncurrent assets	4,993	5,448
Total assets	313,044	330,727
Current liabilities
Accounts payable and accrued liabilities	21,846	22,748
Deferred revenue	142,821	160,493
Lease liabilities	62,946	61,953
Total current liabilities	227,613	245,194
Deferred revenue, noncurrent	20,057	17,026
Lease liabilities, noncurrent	192,177	196,875
Convertible note	20,176	23,854
Other noncurrent liabilities	2,868	2,476
Total liabilities	462,891	485,425
Commitments and contingencies (Note 16)
Equity (Deficit)
Preferred stock, par value $0.0001 per share, 5,000 shares authorized, no shares issued or outstanding as of March 31, 2024 and December 31, 2023
Additional paid-in capital	257,038	255,527
Accumulated deficit	(284,519)	(285,782)
Total equity (deficit) excluding noncontrolling interest	(27,468)	(30,242)
Noncontrolling interests	(122,379)	(124,456)
Total equity (deficit)	(149,847)	(154,698)
Total liabilities and equity (deficit)	313,044	330,727
Class A Common Stock
Equity (Deficit)
Common stock	7	7
Class V Common Stock
Equity (Deficit)
Common stock	6	6
Related Party
Current assets
Accounts receivable, net	1,040	842
Non related party
Current assets
Accounts receivable, net	$ 2,238	$ 3,306

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	3,676,000	3,537,000
Common stock shares outstanding	3,676,000	3,537,000
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	5,000,000	5,000,000
Common stock shares issued	0	0
Common stock shares outstanding	0	0
Class V Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock shares authorized	25,000,000	25,000,000
Common stock shares issued	2,871,000	2,907,000
Common stock shares outstanding	2,871,000	2,907,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
Revenue	$ 80,245	$ 91,700
Cost of revenue (including depreciation of $1,289 in 2024 and $927 in 2023)	48,524	60,056
Gross margin	31,721	31,644
General and administrative (including depreciation of $338 in 2024 and $0 in 2023)	14,649	17,907
Sales and marketing	8,726	6,710
Operations	7,023	8,296
Technology and development	2,050	3,407
Depreciation and amortization	1,001	979
Interest, net	323	(113)
(Gain) loss on fair value instruments	(4,149)	104
Other (income) expense, net	(295)	57
Income (loss) and comprehensive income (loss) before income taxes	2,393	(5,703)
Income tax expense	144	200
Net income (loss) and comprehensive income (loss)	2,249	(5,903)
Net (income) loss and comprehensive (income) loss attributable to noncontrolling interests	(986)	3,007
Net income (loss) and comprehensive income (loss) attributable to Inspirato Incorporated	$ 1,263	$ (2,896)
Basic net income (loss) attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ 0.35	$ (0.90)
Diluted net income (loss) attributable to Inspirato Incorporated per Class A share (in dollars per share)	$ (0.18)	$ (0.90)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
Cost of revenue, depreciation	$ 1,289	$ 927
General and administrative	$ 338	$ 0

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Additional Paid-in Capital	Accumulated Deficit Cumulative effect of change in accounting principle	Accumulated Deficit	Noncontrolling Interests Cumulative effect of change in accounting principle	Noncontrolling Interests	Class A Common Stock	Cumulative effect of change in accounting principle	Total
Balance at beginning of period at Dec. 31, 2022	$ 6	$ 6	$ 245,652		$ (233,931)		$ (86,723)			$ (74,990)
Balance at beginning of period (in shares) at Dec. 31, 2022	3,136,000	3,068,000
Increase (decrease) in members equity
Net loss and comprehensive loss					(2,896)		(3,007)			(5,903)
Equity based compensation			657							657
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes			438							438
Issuance of common stock upon exercise of stock option awards, net of shares withheld for income taxes (in shares)	91,000
Issuance of Class A shares upon conversion of Class V shares	$ 1		(1,481)				1,480
Issuance of Class A shares upon conversion of Class V shares (in shares)	108,000	(108,000)						108,000
Balance at end of period at Mar. 31, 2023	$ 7	$ 6	245,266	$ (96)	(236,923)	$ (108)	(88,358)		$ (204)	(80,002)
Balance at end of period (in shares) at Mar. 31, 2023	3,335,000	2,960,000
Balance at beginning of period at Dec. 31, 2023	$ 7	$ 6	255,527		(285,782)		(124,456)			(154,698)
Balance at beginning of period (in shares) at Dec. 31, 2023	3,537,000	2,907,000
Increase (decrease) in members equity
Net loss and comprehensive loss					1,263		986			2,249
Equity based compensation			2,878							2,878
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes			(276)							$ (276)
Issuance of common stock upon vesting of restricted stock units, net of shares withheld for income taxes (shares)	103,000
Issuance of Class A shares upon conversion of Class V shares			(1,091)				1,091
Issuance of Class A shares upon conversion of Class V shares (in shares)	36,000	(36,000)						36,000		1,091,000
Balance at end of period at Mar. 31, 2024	$ 7	$ 6	$ 257,038		$ (284,519)		$ (122,379)			$ (149,847)
Balance at end of period (in shares) at Mar. 31, 2024	3,676,000	2,871,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ 2,249	$ (5,903)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	2,628	1,906
Loss on disposal of fixed assets	129	46
(Gain) loss on fair value instruments	(4,149)	104
Paid-in-kind interest included in net income	510
Equitybased compensation	2,878	657
Amortization of right-of-use assets	14,096	25,456
Changes in operating assets and liabilities:
Accounts receivable, net	1,068	(3,086)
Accounts receivable, net - related parties	(198)	297
Prepaid member travel	1,707	(5,090)
Prepaid expenses	1,797	(208)
Other assets	153	(590)
Accounts payable and accrued liabilities	(861)	(2,826)
Deferred revenue	(14,641)	(3,772)
Lease liabilities	(14,921)	(24,578)
Other liabilities	353
Net cash used in operating activities	(7,202)	(17,587)
Cash flows from investing activities:
Development of internal-use software	(236)	(1,932)
Purchase of property and equipment	(1,266)	(1,277)
Net cash used in investing activities	(1,502)	(3,209)
Cash flows from financing activities:
Payments of employee taxes for share based awards	(276)	(718)
Proceeds from option exercises		1,156
Net cash (used in) provided by financing activities	(276)	438
Net decrease in cash, cash equivalents and restricted cash	(8,980)	(20,358)
Cash, cash equivalents and restricted cash - beginning of period	42,266	81,939
Cash, cash equivalents and restricted cash - end of period	$ 33,286	$ 61,581

Nature of Business

Nature of Business	3 Months Ended
	Mar. 31, 2024
Nature of Business
Nature of Business	(1) Nature of Business Inspirato Incorporated and its subsidiaries (the “Company”, also referred to as “Inspirato”) is a subscription-based luxury travel company that provides exclusive access to a managed and controlled portfolio of curated vacation options, delivered through an innovative model designed to ensure the service, certainty and value that discerning customers demand. The Inspirato portfolio includes branded luxury vacation homes, accommodations at five-star hotel and resort partners and custom travel experiences. For travelers, the Company offers access to a diverse portfolio of curated luxury vacation options that includes approximately 430 private luxury vacation homes available to the Company’s customers and accommodations at over 240 luxury hotel and resort partners in the Company’s over 180 destinations around the world as of March 31, 2024. The Company’s portfolio also includes Inspirato Only Bespoke As of March 31, 2024, 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 A reverse stock split in the ratio of 1-for- 20 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	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Significant Accounting Policies	(2) Significant Accounting Policies (a) Basis of Presentation These unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements and the accompanying notes (collectively, the “Condensed Consolidated Financial Statements”) should be read together with the audited consolidated financial statements and accompanying notes included in the Company’s 2023 Form 10-K which was filed with the SEC on March 12, 2024. These Condensed Consolidated Financial Statements have been prepared on the same basis as the audited annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024 and the results of operations for the three months ended March 31, 2023 and 2024. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period. All amounts presented in these Condensed Consolidated Financial Statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted. Refer to Note 2, Significant Accounting Policies to the consolidated financial statements in the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2024, for a summary and discussion of the Company’s significant accounting policies, except as updated below. (b) Reclassification of Prior Year Presentation Reclassifications of previously reported amounts have been made to conform to the current year’s presentation. Accounts payable and accrued liabilities, which had been previously reported separately, have been combined within the Condensed Consolidated Statements of Cash Flows. This reclassification did not impact previously reported amounts on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) or Condensed Consolidated Statements of Equity (Deficit). To conform with the current year’s presentation where equity-based compensation reported is allocated between the applicable financial statement line items within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), the Company reclassified $0.2 million of equity-based compensation expense for the three months ended March 31, 2023 out of general and administrative and into cost of revenue, sales and marketing, operations, and technology and development. This adjustment impacted the Company’s gross margin presented within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2023 by the amount of equity-based compensation reclassified to cost of revenue. This adjustment did not impact the Company’s net loss presented within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2023. This adjustment did not impact previously reported amounts on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Equity (Deficit) or Condensed Consolidated Statements of Cash Flows. See the table below for a reconciliation of previously reported balances to the adjusted balances for this year’s presentation within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2023 ​ ​ Previously Reported ​ Adjustment ​ Adjusted Presentation Cost of revenue ​ $ 60,052 ​ $ 4 ​ $ 60,056 General and administrative ​ $ 18,110 ​ $ (203) ​ $ 17,907 Sales and marketing ​ $ 6,647 ​ $ 63 ​ $ 6,710 Operations ​ $ 8,205 ​ $ 91 ​ $ 8,296 Technology and development ​ $ 3,362 ​ $ 45 ​ $ 3,407 ​ (c) Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the 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.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2024
Revenue
Revenue	(3) Revenue Revenues are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Travel ​ $ 49,674 ​ $ 55,128 Subscription ​ 28,065 ​ 36,511 Rewards and other revenue ​ ​ 2,506 ​ ​ 61 Total ​ $ 80,245 ​ $ 91,700 ​ The Company recognizes assets and liabilities associated with its contracts with its members. Contract assets include commissions paid to the Company’s sales staff for contracts with initial terms greater than one year; these costs are capitalized and amortized over the life of the contract. As of March 31, 2024, the balance of capitalized commissions was $1.8 million, of which $1.1 million is included within other current assets and $0.7 million is included within other noncurrent assets on the Company’s Condensed Consolidated Balance Sheets. During the three months ended March 31, 2024, the Company recognized $0.3 million of amortization expense in sales and marketing within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended March 31, 2023, the Company recognized $22 thousand of amortization expense in sales and marketing within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Contract liabilities include deferred revenue as discussed below. Assets and liabilities related to contracts with members are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 ​ 2023 Assets: ​ ​ Accounts receivable, net ​ $ 2,238 ​ $ 3,306 Prepaid member travel ​ $ 18,840 ​ $ 20,547 Other current assets ​ $ 1,177 ​ $ 1,053 Other noncurrent assets ​ $ 747 ​ $ 845 ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ Deferred revenue, current ​ $ 142,821 ​ $ 160,493 Deferred revenue, noncurrent ​ $ 20,057 ​ $ 17,026 ​ Deferred revenue is comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 2023 Travel ​ $ 75,922 ​ $ 81,613 Subscriptions ​ ​ 57,897 ​ ​ 66,367 Travel credits ​ ​ 18,010 ​ ​ 18,852 Rewards ​ ​ 11,049 ​ ​ 10,687 Total ​ ​ 162,878 ​ ​ 177,519 Less: Deferred revenue, noncurrent ​ ​ 20,057 ​ ​ 17,026 Deferred revenue, current ​ $ 142,821 ​ $ 160,493 ​ During the three months ended March 31, 2024, $71.4 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2023. Significant movements in the deferred revenue balance during the three months ended March 31, 2024 consisted of increases due to payments received prior to transfer of control of the underlying performance obligations to the customer, which were offset by decreases as performance obligations were satisfied. During the three months ended March 31, 2023, $63.0 million of revenue was recognized that was included in the balance of deferred revenue as of December 31, 2022. Deferred revenue includes payments received in advance from members and is generally recognized to revenue within 2 years. Deferred revenue related to Inspirato Rewards (“Rewards”) Rewards Rewards Rewards

Prepaid Expenses and Prepaid Me

Prepaid Expenses and Prepaid Member Travel	3 Months Ended
	Mar. 31, 2024
Prepaid Expenses and Prepaid Member Travel
Prepaid Expenses and Prepaid Member Travel	(4) Prepaid Expenses and Prepaid Member Travel Prepaid expenses Prepaid expenses are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ ​ 2024 2023 Software ​ ​ ​ $ 2,135 ​ $ 2,899 Insurance ​ ​ ​ ​ 847 ​ 1,873 Property operations ​ ​ ​ ​ ​ 843 ​ ​ 720 Operating supplies ​ ​ ​ ​ 513 ​ 643 Total ​ ​ ​ ​ $ 4,338 ​ $ 6,135 ​ Prepaid Member Travel Prepaid member travel of $18.8 million and $20.5 million as of March 31, 2024 and December 31, 2023, respectively, includes deposits for future member travel.

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2024
Property and Equipment, Net
Property and Equipment, Net	(5) Property and Equipment, Net Property and equipment, net are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful Life ​ March 31, ​ December 31, ​ ​ (years) ​ 2024 2023 Residence leasehold improvements ​ 3 ​ $ 21,202 ​ $ 21,372 Internal-use software ​ 3 ​ 17,053 ​ 16,510 Corporate office leasehold improvements ​ 3 ​ 3,901 ​ 5,323 Furniture, fixtures and equipment ​ 5 ​ ​ 1,262 ​ ​ 1,214 Computer equipment ​ 3 ​ 1,114 ​ 1,114 Residence vehicles ​ 5 ​ 626 ​ 689 Total cost ​ ​ ​ ​ 45,158 ​ 46,222 Accumulated depreciation and amortization ​ ​ ​ ​ (26,676) ​ (26,718) Property and equipment, net ​ ​ ​ ​ $ 18,482 ​ $ 19,504 ​

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	3 Months Ended
	Mar. 31, 2024
Accounts Payable and Accrued Liabilities
Accounts Payable and Accrued Liabilities	(6) Accounts Payable and Accrued Liabilities The following table presents the components of accounts payable and accrued liabilities (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ ​ 2024 2023 Trade creditors ​ ​ ​ ​ $ 12,179 ​ $ 11,644 Occupancy taxes payable ​ ​ ​ ​ ​ 5,963 ​ ​ 6,823 Compensation accruals ​ ​ ​ ​ ​ 3,500 ​ ​ 3,786 Income and other taxes payable ​ ​ ​ ​ ​ 204 ​ ​ 495 Accounts payable and accrued liabilities ​ ​ ​ ​ $ 21,846 ​ $ 22,748 ​

Debt

Debt	3 Months Ended
	Mar. 31, 2024
Debt
Debt	(7) Debt Convertible Note On August 7, 2023, the Company entered into an 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. The total net proceeds from this offering were $23.1 million, after deducting $1.9 million of debt issuance costs. The Note bears interest at a fixed rate of 8% per annum. Interest on the Note is payable quarterly on the last business day of each calendar quarter following the issuance of the Note and the Company has elected to pay interest in kind by increasing the outstanding principal amount of the Note by the amount of interest payable on such interest payment date. As of March 31, 2024 and December 31, 2023, the outstanding amount of the Note was $26.0 million and $25.5 million, respectively. The current conversion price of the Note is $30 per share, which has been adjusted for the September 26, 2023 Reverse Stock Split, and on or after the three-year anniversary of September 29, 2023, the closing of the investment agreement, the Note will be redeemable (subject to certain terms and conditions) by the Company in whole (but not in part) at a redemption price equal to the fair market value of the Class A Common Stock issuable upon conversion of the then-outstanding principal amount of the Note. The Note also includes a minimum liquidity threshold of $10 million. The Company has elected to carry the Note at fair value, with changes in its value recognized as fair value gains or losses on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss). 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. There was no interest expense related to the facility for the three months ended March 31, 2023. Interest, Net The Company incurred interest expense on the Note of $0.5 million and $0.0 million during the three months ended March 31, 2024 and 2023, respectively. The interest expense was offset by interest income from the Company’s banking relationship of $0.2 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively, resulting in a net interest expense of $0.3 million and net interest income of $0.1 million for the three months ended March 31, 2024 and 2023, respectively, which has been recognized to interest, net within the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Leases
Leases	(8) Leases The Company enters into operating leases primarily for standalone homes, luxury condos and hotel rooms and suites. As of March 31, 2024, active leases have remaining terms ranging from 1 to 20 years, and generally contain extension options at the approval of both parties. The Company has not generally included these renewal periods in the lease term as it is not reasonably certain that the renewal option will be exercised. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Variable lease expense includes expenses incurred as a result of the lease agreement which are not considered known expenses at lease inception and are recognized as incurred. Variable expenses can include, but are not limited to, revenue shares, owner buyback adjustments and usage-based agreements. Operating lease expense and variable lease expense are included in cost of revenue within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The following table details the composition of operating lease expense (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 ​ 2023 Operating lease expense ​ $ 19,728 ​ $ 22,798 Variable lease expense ​ $ 301 ​ $ 386 ​ The maturities of the Company’s operating lease liabilities as of March 31, 2024 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ending ​ ​ ​ ​ Operating leases Remainder of 2024 ​ ​ ​ ​ $ 62,311 2025 ​ ​ ​ ​ ​ 69,682 2026 ​ ​ ​ ​ ​ 51,302 2027 ​ ​ ​ ​ ​ 38,316 2028 ​ ​ ​ ​ ​ 29,497 2029 and thereafter ​ ​ ​ ​ ​ 72,518 Total minimum lease payments ​ ​ ​ ​ ​ 323,626 Less: interest expense ​ ​ ​ ​ ​ (68,503) Present value of lease obligations ​ ​ ​ ​ ​ 255,123 Less: current lease obligations ​ ​ ​ ​ ​ (62,946) Long-term lease obligations ​ ​ ​ ​ $ 192,177 ​ As of March 31, 2024, the Company was party to 19 leases that had not yet commenced. Future payments under these leases were $26.9 million as of March 31, 2024. The following table presents additional information about the Company’s operating lease obligations: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 ​ 2023 Weighted-average remaining lease term (in years) 5.5 ​ 5.6 Weighted-average discount rate 8.68% ​ 6.83% ​ Impairment of Right-of-Use Assets The Company tests long-lived assets for recoverability whenever events or changes in circumstances suggest that the carrying value of an asset or group of assets may not be recoverable. During the three months ended March 31, 2024 and 2023, the Company reviewed cash flow forecasts of leases against the carrying value of their right-of-use assets. The Company determined that none of the right-of-use assets for leases had net carrying values that exceeded their estimated undiscounted future cash flows and therefore no impairment was recorded for the three months ended March 31, 2024 or 2023.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Taxes
Income Taxes	(9) Income Taxes As of March 31, 2024, Inspirato Incorporated holds 56.1% of the economic interest in Inspirato LLC (see Note 15), which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Inspirato LLC is itself generally not subject to U.S. federal income tax under current U.S. tax laws as its net taxable income or loss is passed through to its members and included in their tax returns, even though such net taxable income may not have actually been distributed. Inspirato Incorporated is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its 56.1% distributive share of the net taxable income of Inspirato LLC. Inspirato Incorporated is also subject to taxes in foreign jurisdictions. The effective income tax rate was 6.0% for the three months ended March 31, 2024 and negative 3.5% for the three months ended March 31, 2023. The effective income tax rate for the three months ended March 31, 2024 differed from the statutory rate in the respective period, primarily due to the losses allocated to noncontrolling interests and the recognition of a valuation allowance. Income tax expense recorded in the three months ended March 31, 2024 and 2023 represents amounts owed to foreign taxing authorities. The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The Company has recorded a full valuation allowance against the deferred tax assets at Inspirato Incorporated as of March 31, 2024 and December 31, 2023, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of these allowances. The Company’s income tax filings are subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities. As of March 31, 2024, the Company has recorded amounts related to indirect taxes, uncertain tax positions and foreign income taxes, totaling $2.8 million, within other noncurrent liabilities on the condensed consolidated balance sheets based on its current estimate of their realizability.

Equity of Inspirato Incorporate

Equity of Inspirato Incorporated	3 Months Ended
	Mar. 31, 2024
Equity of Inspirato Incorporated
Equity of Inspirato Incorporated	(10) Equity of Inspirato Incorporated The Company had three classes of common stock as of March 31, 2024: Class A, Class V and Class B Common Stock. 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 has any conversion rights.

Earnings (Loss) Attributable to

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share	3 Months Ended
	Mar. 31, 2024
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share	(11) Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share Basic and diluted earnings (loss) per share (“EPS”) is computed utilizing shares that participate in the Company’s earnings – including dividend rights. The Company’s Class A and Class B Common Stock are the classes of shares that are entitled to the Company’s earnings and dividends. EPS is computed using the two-class method. Under the two-class method, the Company allocates net income attributable to Inspirato Incorporated to Class A Common Stock (including those with vested share-based awards). Basic earnings per share is calculated by taking net income attributable to Inspirato Incorporated, less earnings allocated to Class A Common Stock, divided by the basic weighted-average Class A Common Stock outstanding. Net income (loss) per share is calculated by taking net income (loss) attributable to Inspirato Incorporated divided by weighted-average Class A Common Stock outstanding. In accordance with the two-class method, diluted earnings (loss) per share is calculated using the more dilutive of the impact of the treasury-stock method or from reducing net income for the earnings allocated to Class A Common Stock. The following table presents the Company’s basic EPS for the three months ended March 31, 2024 and 2023 (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Net income (loss) attributable to Inspirato Incorporated ​ $ 1,263 ​ $ (2,896) Weighted average Class A Shares outstanding, Basic ​ ​ 3,595 ​ ​ 3,226 Net income (loss) attributable to Inspirato Incorporated per Class A Share, Basic ​ $ 0.35 ​ $ (0.90) ​ The following table presents the Company’s diluted EPS for the three months ended March 31, 2024 and 2023 (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Net income (loss) attributable to Inspirato Incorporated ​ $ 1,263 ​ $ (2,896) Impact of convertible note interest and fair market value adjustment attributable to Inspirato Incorporated Class A Shares ​ ​ (2,066) ​ ​ — Net loss attributable to common stockholders ​ $ (803) ​ $ (2,896) ​ ​ ​ ​ ​ ​ ​ Weighted average Class A Shares outstanding, Basic ​ ​ 3,595 ​ ​ 3,226 Effect of dilutive securities ​ ​ 850 ​ ​ — Weighted average Class A Shares outstanding, Diluted ​ ​ 4,445 ​ ​ 3,226 ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Inspirato Incorporated per Class A Share, Diluted ​ $ (0.18) ​ $ (0.90) ​ Due to the net loss attributable to Inspirato Incorporated for the three months ended March 31, 2023, diluted weighted-average Class A shares outstanding are equal to basic weighted-average shares outstanding as the effect of any incremental equity awards is anti-dilutive. The following securities are excluded from the computation of diluted shares for the three months ended March 31, 2024 and 2023 due to their anti-dilutive effects (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Restricted stock units ​ ​ 552 ​ ​ 791 Stock options ​ ​ 189 ​ ​ 257 Warrants ​ ​ 431 ​ ​ 431 Anti-dilutive securities ​ ​ 1,172 ​ ​ 1,479 ​

Equity-Based Compensation

Equity-Based Compensation	3 Months Ended
	Mar. 31, 2024
Equity-Based Compensation
Equity-Based Compensation	(12) Equity-Based Compensation During the three months ended March 31, 2024 and 2023, the Company recognized $2.9 million and $0.7 million, respectively, of equity-based compensation. The following table details where equity-based compensation is recognized on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Cost of revenue ​ $ 18 ​ $ 4 General and administrative ​ ​ 2,062 ​ ​ 454 Sales and marketing ​ ​ 322 ​ ​ 63 Operations ​ ​ 293 ​ ​ 91 Technology and development ​ ​ 183 ​ ​ 45 Total equity-based compensation ​ $ 2,878 ​ $ 657 ​ The Company also recognized income tax benefits from stock compensation of $0.4 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively. 2021 Plan The following table represents restricted stock unit (“RSU”) activity for the three months ended March 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of units (in thousands) Weighted average grant date fair value Outstanding as of December 31, 2022 ​ ​ 275 ​ $ 124.60 Granted ​ ​ 746 ​ $ 27.82 Vested ​ ​ (61) ​ $ 124.48 Forfeited ​ ​ (6) ​ $ 123.98 Outstanding as of March 31, 2023 ​ ​ 954 ​ $ 47.88 ​ ​ ​ ​ ​ ​ ​ Outstanding as of December 31, 2023 ​ ​ 727 ​ $ 41.42 Granted ​ ​ — ​ $ 0.00 Vested ​ ​ (167) ​ $ 37.07 Forfeited ​ ​ (8) ​ $ 40.65 Outstanding as of March 31, 2024 ​ ​ 552 ​ $ 42.74 ​ As of March 31, 2024, there was $17.5 million of unrecognized compensation cost related to RSUs which is expected to be recognized over a weighted average period of 1.9 years. Additionally, during the three months ended March 31, 2023, the Company accelerated vesting of some RSUs which resulted in $0.3 million of incremental compensation cost recognized in the period. Unit Option Plan The Company had 181,000 and 204,000 stock options outstanding exercisable

Employee Benefit Plans

Employee Benefit Plans	3 Months Ended
	Mar. 31, 2024
Employee Benefit Plan
Employee Benefit Plans	(13) Employee Benefit Plans Employee Stock Purchase Plan The Company has an employee stock purchase plan (the “ESPP”), under which the Company is authorized to issue 200,000 shares of Class A Common Stock. At both March 31, 2024 and December 31, 2023, the Company had approximately 141,000 shares of Class A Common Stock which remain available for issuance under the ESPP. Generally, all full-time employees are eligible to participate in the ESPP. Employee stock purchases are made through payroll deductions. The ESPP consists of six-month offering periods during which employees may enroll in the plan. The purchase price on each purchase date shall not be less than eighty-five percent (85%) of the lesser of (a) the fair market value of a share of stock on the offering date of the offering period or (b) the fair market value of a share of stock on the purchase date. During the three months ended March 31, 2024 and 2023, there were no employee purchases of Class A Common Stock through the ESPP. 401(k) Employee Savings Plan The Company sponsors a defined contribution 401(k) plan (the “Plan”) that covers substantially all employees. During the three months ended March 31, 2024 and 2023, the Company matched $0.0 million and $0.6 million, respectively. ​

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2024
Fair Value Measurements
Fair Value Measurements	(14) 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 March 31, 2024 and December 31, 2023 based on the three-tier fair value hierarchy (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 22,626 ​ $ — ​ $ — ​ $ 22,626 Restricted cash ​ ​ 10,660 ​ ​ — ​ ​ — ​ ​ 10,660 Total ​ $ 33,286 ​ $ — ​ $ — ​ $ 33,286 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Note ​ $ — ​ $ — ​ $ 20,176 ​ $ 20,176 Warrants ​ ​ 87 ​ ​ — ​ ​ — ​ ​ 87 Total ​ $ 87 ​ $ — ​ $ 20,176 ​ $ 20,263 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Note ​ $ — ​ $ — ​ $ 23,854 ​ $ 23,854 Warrants ​ ​ 48 ​ ​ — ​ ​ — ​ ​ 48 Total ​ $ 48 ​ $ — ​ $ 23,854 ​ $ 23,902 ​ Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash are comprised of credit card receivables and cash and are categorized as Level 1 instruments. The Company maintains cash with various high-quality financial institutions and holds restricted cash with certain credit card processors as a deposit until services are rendered. Cash, cash equivalents and restricted cash are carried at cost, which management believes approximates fair value. As of March 31, 2024 and December 31, 2023, the Company had $10.7 million and $5.7 million, respectively, of restricted cash. Warrants The Company is party to issued and outstanding Public Warrants and has also issued warrants in connection with a commercial agreement with Saks.com LLC (the “Saks Warrant Shares”), both of which have been recorded within other noncurrent liabilities within the Condensed Consolidated Balance Sheets. 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 March 31, 2024, the Company concluded the fair market value of the outstanding Saks Warrant Shares to be less than $0.1 million as of March 31, 2024. Convertible Note The estimated fair value of the Note has been determined to be a Level 3 measurement, as the Company utilizes a binomial lattice model where both the debt and stock features of the Note are considered. In reviewing the debt features of the Note, the Company considered its scheduled coupon and principal payments and compared them to those of instruments currently outstanding in the market of companies with similar credit ratings as well as the risk-free rate. In considering the stock features of the Note, the Company considered the value and volatility of its own stock, in addition to considering volatility of similar instruments in the marketplace as well as the conversion feature of the Note which is discounted at the risk-free rate.

Noncontrolling Interest

Noncontrolling Interest	3 Months Ended
	Mar. 31, 2024
Noncontrolling Interest
Noncontrolling Interest	(15) Noncontrolling Interest During the three months ended March 31, 2024 and 2023, 43.9% and 50.9%, respectively, of the consolidated net income (loss) of Inspirato LLC was allocated to the noncontrolling interests of Inspirato LLC. During the three months ended March 31, 2024 and 2023, the Company issued 36,000 shares and 108,000 shares, respectively, of Class A Common Stock in exchange for the same number of New Common Units, resulting also in the cancellation of the same number of shares of Class V Common Stock. The following 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 Balance as of January 1, 2023 ​ ​ 3,136 ​ ​ 2,983 ​ 85 ​ ​ 6,204 Conversion of Class V to Class A ​ 108 ​ ​ (108) ​ — ​ ​ — Vesting of profits interests ​ ​ — ​ ​ 11 ​ (11) ​ ​ — Issuance of Common Stock ​ ​ 91 ​ ​ — ​ — ​ ​ 91 Balance as of March 31, 2023 ​ 3,335 ​ 2,886 ​ 74 ​ ​ 6,295 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of January 1, 2024 ​ ​ 3,537 ​ ​ 2,907 ​ — ​ ​ 6,444 Conversion of Class V to Class A ​ ​ 36 ​ ​ (36) ​ — ​ ​ — Vesting of profits interests ​ ​ — ​ ​ — ​ — ​ ​ — Issuance of Common Stock ​ ​ 103 ​ ​ — ​ — ​ ​ 103 Balance as of March 31, 2024 ​ 3,676 ​ 2,871 ​ — ​ ​ 6,547 ​

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
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 Condensed 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 is being satisfied through $30 million of surety bonds. 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 March 31, 2024 and December 31, 2023, $10.0 million and $4.8 million, respectively, was reserved and is included in restricted cash within the Condensed Consolidated Balance Sheets.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions
Related Party Transactions	(17) Related Party Transactions As part of the Portico acquisition in 2013, Inspirato LLC entered into certain ancillary and commercial arrangements with Exclusive Resorts, where several of the Company’s significant shareholders also hold a significant investment, primarily involving the continuation of services to Portico members until such memberships terminate. As of March 31, 2024 and December 31, 2023, balances due from related parties for these arrangements totaled $1.0 million and $0.8 million, respectively, and are recorded to accounts receivable, net – related parties on the Company’s Condensed 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. Inspirato LLC was party to certain property usage agreements with Exclusive Resorts, pursuant to which Inspirato LLC paid Exclusive Resorts to use and operate certain Exclusive Resorts homes for Inspirato members’ usage. For the three months ended March 31, 2024, Inspirato recognized no related party expense related to these agreements as these property usage agreements had been terminated during 2023. For the three months ended March 31, 2023, Inspirato recognized $0.4 million in related party expense related to these agreements. As of March 31, 2024 and December 31, 2023, Inspirato had paid all amounts due and payable under the property usage agreements. In March of 2024, Inspirato LLC entered into license agreements with Exclusive Resorts for use of certain of the Company’s leased properties. These agreements, as amended in April 2024, commence in May and September of 2024. The agreements have initial terms of three years, subject to early termination rights for both parties. During the three months ended March 31, 2024, no revenue was recognized in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Inspirato LLC has entered into lease agreements with certain Company executives and board members whereby Inspirato LLC leases property from those executives and board members and pays those executives and board members a fee in advance of the leased property becoming available for occupancy. Total payments made under these lease agreements were less than $0.1 million for both the three months ended March 31, 2024 and 2023.

Supplemental Financial Informat

Supplemental Financial Information	3 Months Ended
	Mar. 31, 2024
Supplemental Financial Information
Supplemental Financial Information	(18) Supplemental Financial Information ​ The following table presents the year-to-date supplemental and non-cash investing and financing activities (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ 2024 2023 Supplemental cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for income taxes ​ $ 67 ​ $ — Significant non-cash transactions: ​ ​ ​ ​ ​ ​ Conversion of Class V to Class A stock ​ $ 1,091 ​ $ — Accounting principle adoption ​ $ — ​ $ 204 Fixed assets purchased but unpaid, included in accounts payable at period end ​ $ 321 ​ $ 265 Operating lease right-of-use assets exchanged for lease obligations ​ $ 11,216 ​ $ 11,732 ​

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Basis of Presentation	(a) Basis of Presentation These unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements and the accompanying notes (collectively, the “Condensed Consolidated Financial Statements”) should be read together with the audited consolidated financial statements and accompanying notes included in the Company’s 2023 Form 10-K which was filed with the SEC on March 12, 2024. These Condensed Consolidated Financial Statements have been prepared on the same basis as the audited annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2024 and the results of operations for the three months ended March 31, 2023 and 2024. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 or any other future interim or annual period. All amounts presented in these Condensed Consolidated Financial Statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted. Refer to Note 2, Significant Accounting Policies to the consolidated financial statements in the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2024, for a summary and discussion of the Company’s significant accounting policies, except as updated below.
Reclassification of Prior Year Presentation	(b) Reclassification of Prior Year Presentation Reclassifications of previously reported amounts have been made to conform to the current year’s presentation. Accounts payable and accrued liabilities, which had been previously reported separately, have been combined within the Condensed Consolidated Statements of Cash Flows. This reclassification did not impact previously reported amounts on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) or Condensed Consolidated Statements of Equity (Deficit). To conform with the current year’s presentation where equity-based compensation reported is allocated between the applicable financial statement line items within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), the Company reclassified $0.2 million of equity-based compensation expense for the three months ended March 31, 2023 out of general and administrative and into cost of revenue, sales and marketing, operations, and technology and development. This adjustment impacted the Company’s gross margin presented within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2023 by the amount of equity-based compensation reclassified to cost of revenue. This adjustment did not impact the Company’s net loss presented within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2023. This adjustment did not impact previously reported amounts on the Company’s Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Equity (Deficit) or Condensed Consolidated Statements of Cash Flows. See the table below for a reconciliation of previously reported balances to the adjusted balances for this year’s presentation within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2023 ​ ​ Previously Reported ​ Adjustment ​ Adjusted Presentation Cost of revenue ​ $ 60,052 ​ $ 4 ​ $ 60,056 General and administrative ​ $ 18,110 ​ $ (203) ​ $ 17,907 Sales and marketing ​ $ 6,647 ​ $ 63 ​ $ 6,710 Operations ​ $ 8,205 ​ $ 91 ​ $ 8,296 Technology and development ​ $ 3,362 ​ $ 45 ​ $ 3,407
Use of Estimates	(c) Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the 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.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, 2023 ​ ​ Previously Reported ​ Adjustment ​ Adjusted Presentation Cost of revenue ​ $ 60,052 ​ $ 4 ​ $ 60,056 General and administrative ​ $ 18,110 ​ $ (203) ​ $ 17,907 Sales and marketing ​ $ 6,647 ​ $ 63 ​ $ 6,710 Operations ​ $ 8,205 ​ $ 91 ​ $ 8,296 Technology and development ​ $ 3,362 ​ $ 45 ​ $ 3,407

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2024
Revenue
Schedule of revenues	Revenues are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Travel ​ $ 49,674 ​ $ 55,128 Subscription ​ 28,065 ​ 36,511 Rewards and other revenue ​ ​ 2,506 ​ ​ 61 Total ​ $ 80,245 ​ $ 91,700 ​
Schedule of assets and liabilities related to contracts with customers	Assets and liabilities related to contracts with members are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2024 ​ 2023 Assets: ​ ​ Accounts receivable, net ​ $ 2,238 ​ $ 3,306 Prepaid member travel ​ $ 18,840 ​ $ 20,547 Other current assets ​ $ 1,177 ​ $ 1,053 Other noncurrent assets ​ $ 747 ​ $ 845 ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ Deferred revenue, current ​ $ 142,821 ​ $ 160,493 Deferred revenue, noncurrent ​ $ 20,057 ​ $ 17,026 ​
Schedule of deferred revenue	Deferred revenue is comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ 2024 2023 Travel ​ $ 75,922 ​ $ 81,613 Subscriptions ​ ​ 57,897 ​ ​ 66,367 Travel credits ​ ​ 18,010 ​ ​ 18,852 Rewards ​ ​ 11,049 ​ ​ 10,687 Total ​ ​ 162,878 ​ ​ 177,519 Less: Deferred revenue, noncurrent ​ ​ 20,057 ​ ​ 17,026 Deferred revenue, current ​ $ 142,821 ​ $ 160,493 ​

Prepaid Expenses and Prepaid _2

Prepaid Expenses and Prepaid Member Travel (Tables)	3 Months Ended
	Mar. 31, 2024
Prepaid Expenses and Prepaid Member Travel
Schedule of prepaid expenses	Prepaid expenses are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ ​ 2024 2023 Software ​ ​ ​ $ 2,135 ​ $ 2,899 Insurance ​ ​ ​ ​ 847 ​ 1,873 Property operations ​ ​ ​ ​ ​ 843 ​ ​ 720 Operating supplies ​ ​ ​ ​ 513 ​ 643 Total ​ ​ ​ ​ $ 4,338 ​ $ 6,135 ​

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2024
Property and Equipment, Net
Schedule of property and equipment	Property and equipment, net are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful Life ​ March 31, ​ December 31, ​ ​ (years) ​ 2024 2023 Residence leasehold improvements ​ 3 ​ $ 21,202 ​ $ 21,372 Internal-use software ​ 3 ​ 17,053 ​ 16,510 Corporate office leasehold improvements ​ 3 ​ 3,901 ​ 5,323 Furniture, fixtures and equipment ​ 5 ​ ​ 1,262 ​ ​ 1,214 Computer equipment ​ 3 ​ 1,114 ​ 1,114 Residence vehicles ​ 5 ​ 626 ​ 689 Total cost ​ ​ ​ ​ 45,158 ​ 46,222 Accumulated depreciation and amortization ​ ​ ​ ​ (26,676) ​ (26,718) Property and equipment, net ​ ​ ​ ​ $ 18,482 ​ $ 19,504 ​

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)	3 Months Ended
	Mar. 31, 2024
Accounts Payable and Accrued Liabilities
Components of accounts payable and accrued liabilities	The following table presents the components of accounts payable and accrued liabilities (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ ​ ​ ​ ​ 2024 2023 Trade creditors ​ ​ ​ ​ $ 12,179 ​ $ 11,644 Occupancy taxes payable ​ ​ ​ ​ ​ 5,963 ​ ​ 6,823 Compensation accruals ​ ​ ​ ​ ​ 3,500 ​ ​ 3,786 Income and other taxes payable ​ ​ ​ ​ ​ 204 ​ ​ 495 Accounts payable and accrued liabilities ​ ​ ​ ​ $ 21,846 ​ $ 22,748 ​

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases
Summary of composition of operating lease expense	The following table details the composition of operating lease expense (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 ​ 2023 Operating lease expense ​ $ 19,728 ​ $ 22,798 Variable lease expense ​ $ 301 ​ $ 386
Schedule of maturities of operating lease liabilities	The maturities of the Company’s operating lease liabilities as of March 31, 2024 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ending ​ ​ ​ ​ Operating leases Remainder of 2024 ​ ​ ​ ​ $ 62,311 2025 ​ ​ ​ ​ ​ 69,682 2026 ​ ​ ​ ​ ​ 51,302 2027 ​ ​ ​ ​ ​ 38,316 2028 ​ ​ ​ ​ ​ 29,497 2029 and thereafter ​ ​ ​ ​ ​ 72,518 Total minimum lease payments ​ ​ ​ ​ ​ 323,626 Less: interest expense ​ ​ ​ ​ ​ (68,503) Present value of lease obligations ​ ​ ​ ​ ​ 255,123 Less: current lease obligations ​ ​ ​ ​ ​ (62,946) Long-term lease obligations ​ ​ ​ ​ $ 192,177 ​
Summary of additional information about the Company's operating lease obligations	The following table presents additional information about the Company’s operating lease obligations: ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2024 ​ 2023 Weighted-average remaining lease term (in years) 5.5 ​ 5.6 Weighted-average discount rate 8.68% ​ 6.83%

Earnings (Loss) Attributable _2

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Schedule of basic and diluted earnings per share	The following table presents the Company’s basic EPS for the three months ended March 31, 2024 and 2023 (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Net income (loss) attributable to Inspirato Incorporated ​ $ 1,263 ​ $ (2,896) Weighted average Class A Shares outstanding, Basic ​ ​ 3,595 ​ ​ 3,226 Net income (loss) attributable to Inspirato Incorporated per Class A Share, Basic ​ $ 0.35 ​ $ (0.90) ​ The following table presents the Company’s diluted EPS for the three months ended March 31, 2024 and 2023 (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Net income (loss) attributable to Inspirato Incorporated ​ $ 1,263 ​ $ (2,896) Impact of convertible note interest and fair market value adjustment attributable to Inspirato Incorporated Class A Shares ​ ​ (2,066) ​ ​ — Net loss attributable to common stockholders ​ $ (803) ​ $ (2,896) ​ ​ ​ ​ ​ ​ ​ Weighted average Class A Shares outstanding, Basic ​ ​ 3,595 ​ ​ 3,226 Effect of dilutive securities ​ ​ 850 ​ ​ — Weighted average Class A Shares outstanding, Diluted ​ ​ 4,445 ​ ​ 3,226 ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Inspirato Incorporated per Class A Share, Diluted ​ $ (0.18) ​ $ (0.90)
Schedule of anti-dilutive securities	The following securities are excluded from the computation of diluted shares for the three months ended March 31, 2024 and 2023 due to their anti-dilutive effects (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Restricted stock units ​ ​ 552 ​ ​ 791 Stock options ​ ​ 189 ​ ​ 257 Warrants ​ ​ 431 ​ ​ 431 Anti-dilutive securities ​ ​ 1,172 ​ ​ 1,479 ​

Equity-Based Compensation (Tabl

Equity-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Schedule of equity-based compensation recognized on the Company's Consolidated Statements of Operations	The following table details where equity-based compensation is recognized on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2024 2023 Cost of revenue ​ $ 18 ​ $ 4 General and administrative ​ ​ 2,062 ​ ​ 454 Sales and marketing ​ ​ 322 ​ ​ 63 Operations ​ ​ 293 ​ ​ 91 Technology and development ​ ​ 183 ​ ​ 45 Total equity-based compensation ​ $ 2,878 ​ $ 657
Restricted Stock Units
Schedule of stock based arrangement activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of units (in thousands) Weighted average grant date fair value Outstanding as of December 31, 2022 ​ ​ 275 ​ $ 124.60 Granted ​ ​ 746 ​ $ 27.82 Vested ​ ​ (61) ​ $ 124.48 Forfeited ​ ​ (6) ​ $ 123.98 Outstanding as of March 31, 2023 ​ ​ 954 ​ $ 47.88 ​ ​ ​ ​ ​ ​ ​ Outstanding as of December 31, 2023 ​ ​ 727 ​ $ 41.42 Granted ​ ​ — ​ $ 0.00 Vested ​ ​ (167) ​ $ 37.07 Forfeited ​ ​ (8) ​ $ 40.65 Outstanding as of March 31, 2024 ​ ​ 552 ​ $ 42.74

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024 and December 31, 2023 based on the three-tier fair value hierarchy (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 22,626 ​ $ — ​ $ — ​ $ 22,626 Restricted cash ​ ​ 10,660 ​ ​ — ​ ​ — ​ ​ 10,660 Total ​ $ 33,286 ​ $ — ​ $ — ​ $ 33,286 Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Note ​ $ — ​ $ — ​ $ 20,176 ​ $ 20,176 Warrants ​ ​ 87 ​ ​ — ​ ​ — ​ ​ 87 Total ​ $ 87 ​ $ — ​ $ 20,176 ​ $ 20,263 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Note ​ $ — ​ $ — ​ $ 23,854 ​ $ 23,854 Warrants ​ ​ 48 ​ ​ — ​ ​ — ​ ​ 48 Total ​ $ 48 ​ $ — ​ $ 23,854 ​ $ 23,902

Noncontrolling Interest (Tables

Noncontrolling Interest (Tables)	3 Months Ended
	Mar. 31, 2024
Noncontrolling Interest
Summary of changes in ownership share ownership of Inspirato LLC	The following table summarizes the changes in share ownership of Inspirato LLC (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ New Common Units ​ Inspirato Incorporated ​ Continuing Inspirato LLC Members Continuing Inspirato LLC Members subject to vesting ​ Total Balance as of January 1, 2023 ​ ​ 3,136 ​ ​ 2,983 ​ 85 ​ ​ 6,204 Conversion of Class V to Class A ​ 108 ​ ​ (108) ​ — ​ ​ — Vesting of profits interests ​ ​ — ​ ​ 11 ​ (11) ​ ​ — Issuance of Common Stock ​ ​ 91 ​ ​ — ​ — ​ ​ 91 Balance as of March 31, 2023 ​ 3,335 ​ 2,886 ​ 74 ​ ​ 6,295 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of January 1, 2024 ​ ​ 3,537 ​ ​ 2,907 ​ — ​ ​ 6,444 Conversion of Class V to Class A ​ ​ 36 ​ ​ (36) ​ — ​ ​ — Vesting of profits interests ​ ​ — ​ ​ — ​ — ​ ​ — Issuance of Common Stock ​ ​ 103 ​ ​ — ​ — ​ ​ 103 Balance as of March 31, 2024 ​ 3,676 ​ 2,871 ​ — ​ ​ 6,547 ​

Supplemental Financial Inform_2

Supplemental Financial Information (Tables)	3 Months Ended
	Mar. 31, 2024
Supplemental Financial Information
Schedule of Supplemental and Non-cash Investing and Financing Activities	The following table presents the year-to-date supplemental and non-cash investing and financing activities (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ 2024 2023 Supplemental cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for income taxes ​ $ 67 ​ $ — Significant non-cash transactions: ​ ​ ​ ​ ​ ​ Conversion of Class V to Class A stock ​ $ 1,091 ​ $ — Accounting principle adoption ​ $ — ​ $ 204 Fixed assets purchased but unpaid, included in accounts payable at period end ​ $ 321 ​ $ 265 Operating lease right-of-use assets exchanged for lease obligations ​ $ 11,216 ​ $ 11,732 ​

Nature of Business (Details)

Nature of Business (Details)	Oct. 16, 2023 shares	Mar. 31, 2024 item shares	Dec. 31, 2023 shares	Oct. 15, 2023 shares
Number Of Private Luxury Vacation | item		430
Number Of Luxury Hotels | item		240
The vacation options over number of destinations as per offered diverse portfolio. | item		180
Stock split conversion ratio	0.05
Preferred stock shares authorized	5,000,000	5,000,000	5,000,000	100,000,000
Class A Common Stock
Common stock shares authorized	50,000,000	50,000,000	50,000,000	1,000,000,000
Class B Common Stock
Common stock shares authorized	5,000,000	5,000,000	5,000,000	100,000,000
Class V Common Stock
Common stock shares authorized	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	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Significant Accounting Policies
Cost of revenue	$ 48,524	$ 60,056
General and administrative	14,649	17,907
Sales and marketing	8,726	6,710
Operations	7,023	8,296
Technology and development	2,050	3,407
General and administrative, equity-based compensation	$ 2,878	657
Previously Reported
Significant Accounting Policies
Cost of revenue		60,052
General and administrative		18,110
Sales and marketing		6,647
Operations		8,205
Technology and development		3,362
Conversion
Significant Accounting Policies
General and administrative, equity-based compensation		200
Adjustment
Significant Accounting Policies
Cost of revenue		4
General and administrative		(203)
Sales and marketing		63
Operations		91
Technology and development		$ 45

Revenue - Revenue Disaggregatio

Revenue - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue
Revenue	$ 80,245	$ 91,700
Capitalized Contract Cost Net	1,800
Total	162,878		$ 177,519
Less: Deferred revenue, noncurrent	20,057		17,026
Deferred revenue, current	142,821		160,493
Deferred Revenue, Revenue Recognized	$ 71,400	63,000
Term of contract with customer liability	2 years
Sales and marketing
Revenue
Capitalized Contract Cost Amortization	$ 300	22
Other current assets
Revenue
Capitalized Contract Cost Net	1,100
Other noncurrent assets
Revenue
Capitalized Contract Cost Net	$ 700
Maximum
Revenue
Travel pattern recognition term	30 months
Travel
Revenue
Revenue	$ 49,674	55,128
Total	75,922		81,613
Subscription
Revenue
Revenue	28,065	36,511
Total	57,897		66,367
Rewards And Other Revenue
Revenue
Revenue	2,506	$ 61
Travel credits
Revenue
Total	18,010		18,852
Rewards
Revenue
Total	$ 11,049		$ 10,687

Revenue - Contract with Custome

Revenue - Contract with Customers Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Liabilities:
Deferred revenue, current and noncurrent	$ 162,878	$ 177,519
Other Current Liabilities [Member]
Liabilities:
Deferred revenue, current and noncurrent	142,821	160,493
Other Noncurrent Liabilities [Member]
Liabilities:
Deferred revenue, current and noncurrent	20,057	17,026
Accounts receivable, net
Assets:
Assets related to contracts with customers	2,238	3,306
Prepaid Subscriber Travel
Assets:
Assets related to contracts with customers	18,840	20,547
Other current assets
Assets:
Assets related to contracts with customers	1,177	1,053
Other noncurrent assets
Assets:
Assets related to contracts with customers	$ 747	$ 845

Prepaid Expenses and Prepaid _3

Prepaid Expenses and Prepaid Member Travel (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expenses and Prepaid Member Travel
Prepaid member travel	$ 18,840	$ 20,547
Prepaid expenses
Software	2,135	2,899
Insurance	847	1,873
Property operations	843	720
Operating supplies	513	643
Total	$ 4,338	$ 6,135

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property and Equipment, Net
Total cost	$ 45,158	$ 46,222
Accumulated depreciation and amortization	(26,676)	(26,718)
Property and equipment, net	$ 18,482	19,504
Residence leasehold improvements
Property and Equipment, Net
Useful life	3 years
Total cost	$ 21,202	21,372
Internal-use software
Property and Equipment, Net
Useful life	3 years
Total cost	$ 17,053	16,510
Corporate office leasehold improvements
Property and Equipment, Net
Useful life	3 years
Total cost	$ 3,901	5,323
Furniture, fixtures and equipment
Property and Equipment, Net
Useful life	5 years
Total cost	$ 1,262	1,214
Computer equipment
Property and Equipment, Net
Useful life	3 years
Total cost	$ 1,114	1,114
Residence vehicles
Property and Equipment, Net
Useful life	5 years
Total cost	$ 626	$ 689

Accounts Payable and Accrued _3

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounts Payable and Accrued Liabilities
Trade creditors	$ 12,179	$ 11,644
Occupancy taxes payable	5,963	6,823
Compensation accruals	3,500	3,786
Income and other taxes payable	204	495
Accounts payable and accrued liabilities	$ 21,846	$ 22,748

Debt - Convertible Debt (Detail

Debt - Convertible Debt (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Sep. 29, 2023	Aug. 07, 2023	Mar. 31, 2024	Dec. 31, 2023	Sep. 26, 2023
Debt
Carrying value			$ 20,176	$ 23,854
Minimum liquidity threshold			10,000
Fair value gains			$ 4,200
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
Strategic investment amount		$ 25,000
Interest rate	8%	8%
Net proceeds from offering	$ 23,100
Debt issuance costs	$ 1,900
Carrying value			$ 26,000	$ 25,500
Conversion price per share					$ 30
Redemption term			3 years

Debt - Loan Facility (Details)

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

Debt - Interest, Net (Details)

Debt - Interest, Net (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt
Interest expense incurred	$ 0.5	$ 0
Interest income	0.2	0.1
Interest expense	$ 0.3	$ 0.1

Leases - Operating lease expens

Leases - Operating lease expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating lease expense
Operating lease expense	$ 19,728	$ 22,798
Variable lease expense	$ 301	$ 386
Minimum
Leases
Active leases, initial term	1 year
Maximum
Leases
Active leases, initial term	20 years

Leases - Maturities of operatin

Leases - Maturities of operating liabilities excluding short-term leases (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Operating leases
Remainder of 2024	$ 62,311
2025	69,682
2026	51,302
2027	38,316
2028	29,497
2029 and thereafter	72,518
Total minimum lease payments	323,626
Less: interest expense	(68,503)
Present value of lease obligations	255,123
Less: current lease obligations	(62,946)	$ (61,953)
Long-term lease obligations	$ 192,177	$ 196,875

Leases - Additional information

Leases - Additional information about lease obligations (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) lease	Mar. 31, 2023 USD ($)
Weighted-average remaining lease term (in years):
Operating leases	5 years 6 months	5 years 7 months 6 days
Weighted-average discount rate
Operating leases	8.68%	6.83%
Lease liabilities
Future payments	$ 323,626
Right-of-use asset impairments	$ 0	$ 0
Leases not yet commenced
Lease liabilities
Number of leases | lease	19
Future payments	$ 26,900

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Taxes
Effective tax rate	6%	(3.50%)
Other noncurrent liabilities	$ 2,868		$ 2,476
Indirect Taxes, Uncertain Tax Positions and Foreign Income Taxes, Reclassification | Conversion
Income Taxes
Other noncurrent liabilities	$ 2,800
Inspirato LLC | Reverse Capitalization
Income Taxes
Ownership (as a percent)	56.10%

Equity of Inspirato Incorpora_2

Equity of Inspirato Incorporated (Details)	Mar. 31, 2024 Vote
Equity of Inspirato Incorporated
Number Of votes per share	1

Earnings (Loss) Attributable _3

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Issuance of Common Stock	103	91

Earnings (Loss) Attributable _4

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share - Basic (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Weighted average Class A Shares outstanding, Basic	3,595	3,226
Net income (loss) attributable to Inspirato Incorporated per Class A share, Basic (in dollars per share)	$ 0.35	$ (0.90)

Earnings (Loss) Attributable _5

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share - Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share
Net income (loss) attributable to Inspirato Incorporated	$ 1,263	$ (2,896)
Impact of convertible note interest and fair market value adjustment	(2,066)
Net income (loss) attributable to common stockholders	$ (803)	$ (2,896)
Weighted average Class A Shares outstanding, Basic	3,595	3,226
Effect of dilutive securities	850
Weighted average Class A Shares outstanding, Diluted	4,445	3,226
Net income (loss) attributable to Inspirato Incorporated per Class A Share, Diluted	$ (0.18)	$ (0.90)

Earnings (Loss) Attributable _6

Earnings (Loss) Attributable to Inspirato Incorporated per Class A Share - Anti-dilutive securities (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Anti-dilutive securities
Anti-dilutive securities	1,172	1,479
Restricted stock units
Anti-dilutive securities
Anti-dilutive securities	552	791
Employee Stock Option
Anti-dilutive securities
Anti-dilutive securities	189	257
Warrants
Anti-dilutive securities
Anti-dilutive securities	431	431

Equity-Based Compensation (Deta

Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity-Based Compensation
Equity-based compensation	$ 2,878	$ 657
Recognized income tax benefits	400	100
Cost of revenue
Equity-Based Compensation
Equity-based compensation	18	4
General and administrative
Equity-Based Compensation
Equity-based compensation	2,062	454
Sales and marketing
Equity-Based Compensation
Equity-based compensation	322	63
Operations
Equity-Based Compensation
Equity-based compensation	293	91
Technology and development
Equity-Based Compensation
Equity-based compensation	$ 183	$ 45

Equity-Based Compensation - RSU

Equity-Based Compensation - RSU Activity (Details) - Restricted Stock Units - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Number of units
Outstanding beginning	727	275
Granted		746
Vested	(167)	(61)
Forfeited	(8)	(6)
Outstanding ending	552	954
Weighted average grant date fair value
Outstanding beginning	$ 41.42	$ 124.60
Granted	0	27.82
Vested	37.07	124.48
Forfeited	40.65	123.98
Outstanding ending	$ 42.74	$ 47.88

Equity-Based Compensation - 202

Equity-Based Compensation - 2021 Plan (Details) - 2021 Equity Incentive Plan - Restricted Stock Units - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity-Based Compensation
Unrecognized cost, non options	$ 17.5	$ 0.3
Period expense remaining to be recognized	1 year 10 months 24 days

Equity-Based Compensation - Uni

Equity-Based Compensation - Unit Option Plan (Details) - Employee Stock Option [Member] - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Equity-Based Compensation
Options outstanding	181,000		204,000
Exercisable	181,000		204,000
Options exercised	0	30,000
Exercised (in dollars per share)	$ 15.60	$ 15.60

Employee Benefit Plans (Details

Employee Benefit Plans (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Contribution expense	$ 0	$ 0.6
Employee Stock Purchase Plan [Member] | Class A Common Stock
Number of shares authorized	200,000
Number of shares granted	141,000		141,000
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	0	0

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value Measurements
Restricted cash	$ 10,660	$ 5,700
Saks Warrant
Fair Value Measurements
Maximum amount of fair value of warrants outstanding	100
Recurring
Fair Value Measurements
Assets	33,286	42,266
Liabilities	20,263	23,902
Recurring | Level 1
Fair Value Measurements
Assets	33,286	42,266
Liabilities	87	48
Recurring | Level 3
Fair Value Measurements
Liabilities	20,176	23,854
Recurring | Note
Fair Value Measurements
Liabilities	20,176	23,854
Recurring | Note | Level 3
Fair Value Measurements
Liabilities	20,176	23,854
Recurring | Warrants
Fair Value Measurements
Liabilities	87	48
Recurring | Warrants | Level 1
Fair Value Measurements
Liabilities	87	48
Recurring | Cash and cash equivalents
Fair Value Measurements
Assets	22,626	36,566
Recurring | Cash and cash equivalents | Level 1
Fair Value Measurements
Assets	22,626	36,566
Recurring | Restricted cash
Fair Value Measurements
Assets	10,660	5,700
Recurring | Restricted cash | Level 1
Fair Value Measurements
Assets	$ 10,660	$ 5,700

Noncontrolling Interest (Detail

Noncontrolling Interest (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Noncontrolling Interest
Issuance of Class A shares upon conversion of Class V shares (in shares)	1,091,000
Class A Common Stock
Noncontrolling Interest
Issuance of Class A shares upon conversion of Class V shares (in shares)	36,000	108,000
Legacy Inspirato Holders | Inspirato LLC
Noncontrolling Interest
Non controlling interest percentage	43.90%	50.90%

Noncontrolling Interest - Chang

Noncontrolling Interest - Changes in ownership of New Common Units in Inspirato LLC (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Noncontrolling Interest
Beginning of period	6,444	6,204
Conversion of Class V to Class A stock	1,091
Issuance of Common Stock	103	91
End of period	6,547	6,295
Inspirato Incorporated | Inspirato LLC
Noncontrolling Interest
Beginning of period	3,537	3,136
Conversion of Class V to Class A stock	36	108
Issuance of Common Stock	103	91
End of period	3,676	3,335
Continuing Inspirato LLC Members | Inspirato LLC
Noncontrolling Interest
Beginning of period	2,907	2,983
Conversion of Class V to Class A stock	(36)	(108)
Vesting of Profits Interests		11
End of period	2,871	2,886
Continuing Inspirato LLC Members subject to vesting | Inspirato LLC
Noncontrolling Interest
Beginning of period		85
Vesting of Profits Interests		(11)
End of period		74

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Commitments and contingencies
Surety bond amount	$ 30
Credit Card Reserve
Commitments and contingencies
Reserve requirement	10	$ 4.8
Credit Card Reserve | Maximum
Commitments and contingencies
Reserve requirement	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related party transactions
Revenue	$ 80,245	$ 91,700
Related Party
Related party transactions
Accounts receivable, net	1,040		$ 842
Exclusive Resorts | Related Party
Related party transactions
Payments to related party	0	400
Revenue	0
Related party lease agreements | Related Party | Maximum
Related party transactions
Payments to related party	$ 100	$ 100

Supplemental Financial Inform_3

Supplemental Financial Information (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Supplemental cash flow information:
Cash paid for income taxes	$ 67
Significant noncash transactions:
Conversion of Class V to Class A stock	1,091
Accounting principle adoption		$ 204
Fixed assets purchased but unpaid, included in accounts payable at period end	$ 321	265
Operating lease right-of-use assets exchanged for lease obligations	$ 11,216	$ 11,732

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 1,263	$ (2,896)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false