Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 16, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 333-258739 | |
Entity Registrant Name | Vacasa, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1995316 | |
Entity Address State Or Province | OR | |
Entity Address, Address Line One | 850 NW 13th Avenue | |
Entity Address, City or Town | Portland | |
Entity Address, Postal Zip Code | 97209 | |
City Area Code | 503 | |
Local Phone Number | 345-9399 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,000 | |
Entity Central Index Key | 0001874944 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Jul. 01, 2021 | Dec. 31, 2020 |
Current assets: | |||
Total assets | $ 0 | $ 0 | |
Current liabilities: | |||
Total liabilities | 0 | 0 | |
Members' deficit: | |||
Class A common units, no par value - 161,518,057 units authorized, 161,518,057 issued and outstanding as of September 30, 2021, no units issued and outstanding as of December 31, 2020. Class B common units, no par value - 3,250,000,000 units authorized, 178,914,360 and 176,824,152 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | 0 | 0 | |
Total members' deficit | 0 | 0 | |
Total liabilities, redeemable convertible preferred units and members' deficit | 0 | $ 0 | |
Vacasa Holdings LLC [Member] | |||
Current assets: | |||
Cash and cash equivalents | 150,417,000 | $ 218,484,000 | |
Restricted cash | 135,079,000 | 72,528,000 | |
Accounts receivable, net | 44,299,000 | 10,161,000 | |
Prepaid expenses and other current assets | 21,091,000 | 10,191,000 | |
Total current assets | 350,886,000 | 311,364,000 | |
Property and equipment, net | 62,977,000 | 65,087,000 | |
Intangibles, net | 217,204,000 | 77,426,000 | |
Goodwill | 709,962,000 | 121,487,000 | |
Other long-term assets | 13,090,000 | 11,888,000 | |
Total assets | 1,354,119,000 | 587,252,000 | |
Current liabilities: | |||
Accounts payable | 36,747,000 | 15,648,000 | |
Funds payable to owners | 175,249,000 | 92,707,000 | |
Hospitality and sales taxes payable | 42,348,000 | 20,721,000 | |
Deferred revenue | 77,654,000 | 49,992,000 | |
Future stay credits | 32,517,000 | 35,140,000 | |
Accrued expenses and other current liabilities | 85,925,000 | 44,022,000 | |
Total current liabilities | 450,440,000 | 258,230,000 | |
Long-term debt, net of current portion | 118,057,000 | 111,689,000 | |
Other long-term liabilities | 47,958,000 | 22,204,000 | |
Total liabilities | 616,455,000 | 392,123,000 | |
Commitments and contingencies (Note 13) | |||
Redeemable convertible preferred units; 744,886,638 units authorized as of September 30, 2021 and December 31, 2020, respectively; 267,688,054 units issued and outstanding as of September 30, 2021 and December 31, 2020, respectively; aggregate liquidation preference of $593,463 and $572,011 as of September 30, 2021 and December 31, 2020, respectively. | 1,198,080,000 | 771,979,000 | |
Members' deficit: | |||
Class A common units, no par value - 161,518,057 units authorized, 161,518,057 issued and outstanding as of September 30, 2021, no units issued and outstanding as of December 31, 2020. Class B common units, no par value - 3,250,000,000 units authorized, 178,914,360 and 176,824,152 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | |||
Additional paid-in capital | 578,238,000 | ||
Accumulated deficit | (1,038,694,000) | (577,091,000) | |
Accumulated other comprehensive income | 40,000 | 241,000 | |
Total members' deficit | (460,416,000) | (576,850,000) | |
Total liabilities, redeemable convertible preferred units and members' deficit | $ 1,354,119,000 | $ 587,252,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Jul. 01, 2021 | Apr. 01, 2021 | Dec. 31, 2020 |
Common Stock, par value | $ 0.00001 | $ 0.00001 | ||
Common Stock, units authorized | 1,000 | 1,000 | ||
Common Stock, units issued | 1,000 | 1,000 | ||
Common Stock, units outstanding | 1,000 | 1,000 | ||
Vacasa Holdings LLC [Member] | ||||
Preferred Stock, units authorized | 744,886,638 | 744,886,638 | ||
Preferred Stock, units issued | 267,688,054 | 267,688,054 | ||
Preferred Stock, units outstanding | 267,688,054 | 267,688,054 | ||
Aggregate liquidation preference | $ 593,463 | $ 572,011 | ||
Common Stock, units authorized | 3,250,000,000 | |||
Common Stock, units issued | 340,432,417 | 176,824,152 | ||
Common Stock, units outstanding | 340,432,417 | 176,824,152 | ||
Vacasa Holdings LLC [Member] | Class A common units | ||||
Common Stock, par value | $ 0 | $ 0 | ||
Common Stock, units authorized | 161,518,057 | 161,518,157 | 161,518,057 | |
Common Stock, units issued | 161,518,057 | 161,518,157 | 0 | |
Common Stock, units outstanding | 161,518,057 | 0 | ||
Vacasa Holdings LLC [Member] | Class B common units | ||||
Common Stock, par value | $ 0 | $ 0 | ||
Common Stock, units authorized | 3,250,000,000 | 3,250,000,000 | 3,250,000,000 | |
Common Stock, units issued | 178,914,360 | 176,824,152 | ||
Common Stock, units outstanding | 178,914,360 | 176,824,152 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating costs and expenses: | ||||
Depreciation | $ 12,721 | $ 11,381 | ||
Amortization of intangible assets | 30,778 | 14,519 | ||
Vacasa Holdings LLC [Member] | ||||
Revenue | $ 329,927 | $ 186,126 | 696,954 | 382,851 |
Operating costs and expenses: | ||||
Cost of revenue, exclusive of depreciation and amortization shown separately below | 138,461 | 82,706 | 332,455 | 187,089 |
Operations and support | 55,435 | 34,719 | 132,836 | 87,193 |
Technology and development | 12,332 | 6,783 | 30,935 | 19,452 |
Sales and marketing | 49,943 | 22,448 | 114,657 | 62,735 |
General and administrative | 19,326 | 15,248 | 59,672 | 38,990 |
Depreciation | 4,414 | 3,936 | 12,721 | 11,381 |
Amortization of intangible assets | 13,979 | 4,844 | 30,778 | 14,519 |
Total operating costs and expenses | 293,890 | 170,684 | 714,054 | 421,359 |
Income (Loss) from operations | 36,037 | 15,442 | (17,100) | (38,508) |
Interest income | 6 | 15 | 32 | 379 |
Interest expense | (3,313) | (3,143) | (9,219) | (4,772) |
Other income (expense), net | 150 | (2,977) | (10,199) | (4,375) |
Income (Loss) before income taxes | 32,880 | 9,337 | (36,486) | (47,276) |
Income tax benefit (expense) | (76) | 79 | 76 | 236 |
Net income (loss) | 32,804 | 9,416 | (36,410) | (47,040) |
Less: Remeasurement of redeemable convertible preferred units | (51,638) | (426,101) | (45,009) | |
Less: Undistributed earnings attributable to preferred units | (15,185) | |||
Net income (loss) attributable to common units | $ 17,619 | $ (42,222) | $ (462,511) | $ (92,049) |
Net income (loss) per unit attributable to common units-basic | $ 0.05 | $ (0.24) | $ (1.62) | $ (0.52) |
Net income (loss) per unit attributable to common units-diluted | $ 0.05 | $ (0.24) | $ (1.62) | $ (0.52) |
Weighted average units used to compute net income (loss) per unit attributable to common units-basic | 338,566 | 176,824 | 285,210 | 176,824 |
Weighted average units used to compute net income (loss) per unit attributable to common units-diluted | 463,792 | 176,824 | 285,210 | 176,824 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | $ (940) | $ (2,361) | $ (201) | $ 210 |
Comprehensive income (loss) | $ 31,864 | $ 7,055 | $ (36,611) | $ (46,830) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash from operating activities: | ||
Net loss | $ (36,410) | $ (47,040) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Bad debt expense | 1,159 | 4,646 |
Depreciation | 12,721 | 11,381 |
Amortization of intangible assets | 30,778 | 14,519 |
Deferred income taxes | (178) | (417) |
Other gains and losses | 1,381 | 790 |
Fair value adjustment on warrant derivative liabilities | 10,317 | 4,324 |
Non-cash interest expense | 6,221 | 2,997 |
Equity-based compensation expense | 5,273 | 1,872 |
Change in operating assets and liabilities: | ||
Accounts receivable | 20,351 | 4,080 |
Prepaid expenses and other assets | (10,794) | 12,154 |
Accounts payable | 11,028 | 1,763 |
Funds payable to owners | 17,594 | (8,931) |
Hospitality and sales taxes payable | 9,605 | 6,009 |
Deferred revenue and future stay credits | (16,470) | 22,007 |
Accrued expenses and other liabilities | 13,714 | 7,562 |
Net cash provided by operating activities | 76,290 | 37,716 |
Cash from investing activities: | ||
Purchases of property and equipment | (3,646) | (1,590) |
Cash paid for internally developed software | (4,874) | (6,713) |
Cash paid for business combinations, net of cash acquired | (63,477) | (2,141) |
Net cash used in investing activities | (71,997) | (10,444) |
Cash from financing activities: | ||
Cash paid for business combinations | (9,421) | (7,235) |
Proceeds from issuance of long-term debt | 115,931 | |
Payments on long term debt | (125) | (10,127) |
Other financing activities | (179) | (280) |
Net cash provided by (used in) financing activities | (9,725) | 98,289 |
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash | (84) | (177) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (5,516) | 125,384 |
Cash, cash equivalents and restricted cash, beginning of period | 291,012 | 209,489 |
Cash, cash equivalents and restricted cash, end of period | 285,496 | 334,873 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes, net of refunds | 291 | 28 |
Cash paid for interest | 3,539 | 915 |
Issuance of common units for consideration in a business combination | 573,800 | |
Vacasa Holdings LLC [Member] | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Bad debt expense | 1,200 | 4,600 |
Depreciation | 12,721 | 11,381 |
Amortization of intangible assets | 30,778 | $ 14,519 |
Cash from financing activities: | ||
Cash, cash equivalents and restricted cash, beginning of period | 291,012 | |
Cash, cash equivalents and restricted cash, end of period | 285,496 | |
Supplemental disclosures of cash flow information: | ||
Issuance of common units for consideration in a business combination | $ 573,800 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Units and Members' Deficit - USD ($) | Vacasa Holdings LLC [Member]Redeemable Convertible Preferred UnitsPreferred Units | Vacasa Holdings LLC [Member]Redeemable Convertible Preferred Units | Vacasa Holdings LLC [Member]Common Units | Vacasa Holdings LLC [Member]Additional Paid-In Capital | Vacasa Holdings LLC [Member]Accumulated Other Comprehensive Income (Loss) | Vacasa Holdings LLC [Member]Accumulated Deficit | Vacasa Holdings LLC [Member] | Total |
Balance at the beginning at Dec. 31, 2019 | $ 565,005,000 | |||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 264,310,388 | |||||||
Redeemable Convertible Preferred Units | ||||||||
Exercise of Series A preferred unit warrant | $ 4,041,000 | |||||||
Exercise of Series A preferred unit warrant (in shares) | 3,107,279 | |||||||
Remeasurement of redeemable convertible preferred units | $ (45,009,000) | $ 1,872,000 | $ 43,137,000 | $ 45,009,000 | ||||
Balance at the end at Sep. 30, 2020 | $ 614,055,000 | |||||||
Balance at the end (in shares) at Sep. 30, 2020 | 267,417,667 | |||||||
Balance at the beginning at Dec. 31, 2019 | $ 554,000 | (285,669,000) | (285,115,000) | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 176,824,152 | |||||||
Equity | ||||||||
Equity-based compensation | 1,872,000 | 1,872,000 | ||||||
Exercise of Series A preferred unit warrant | $ 4,041,000 | |||||||
Exercise of Series A preferred unit warrant (in shares) | 3,107,279 | |||||||
Net income (loss) | (47,040,000) | (47,040,000) | ||||||
Foreign currency translation adjustments | 210,000 | 210,000 | ||||||
Balance at the end at Sep. 30, 2020 | 764,000 | (375,846,000) | (375,082,000) | |||||
Balance at the end (in shares) at Sep. 30, 2020 | 176,824,152 | |||||||
Balance at the beginning at Dec. 31, 2019 | $ 565,005,000 | |||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 264,310,388 | |||||||
Balance at the end at Dec. 31, 2020 | $ 771,979,000 | $ 771,979,000 | $ 771,979,000 | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 267,688,054 | 267,688,000 | 267,688,054 | |||||
Balance at the beginning at Dec. 31, 2019 | 554,000 | (285,669,000) | $ (285,115,000) | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 176,824,152 | |||||||
Balance at the end at Dec. 31, 2020 | 241,000 | (577,091,000) | (576,850,000) | |||||
Balance at the end (in shares) at Dec. 31, 2020 | 176,824,152 | |||||||
Balance at the beginning at Jun. 30, 2020 | $ 558,376,000 | |||||||
Balance at the beginning (in shares) at Jun. 30, 2020 | 264,310,388 | |||||||
Redeemable Convertible Preferred Units | ||||||||
Exercise of Series A preferred unit warrant | $ 4,041,000 | |||||||
Exercise of Series A preferred unit warrant (in shares) | 3,107,279 | |||||||
Remeasurement of redeemable convertible preferred units | $ (51,638,000) | 1,182,000 | 50,456,000 | 51,638,000 | ||||
Balance at the end at Sep. 30, 2020 | $ 614,055,000 | |||||||
Balance at the end (in shares) at Sep. 30, 2020 | 267,417,667 | |||||||
Balance at the beginning at Jun. 30, 2020 | 3,125,000 | (334,806,000) | (331,681,000) | |||||
Balance at the beginning (in shares) at Jun. 30, 2020 | 176,824,152 | |||||||
Equity | ||||||||
Equity-based compensation | 1,182,000 | 1,182,000 | ||||||
Exercise of Series A preferred unit warrant | $ 4,041,000 | |||||||
Exercise of Series A preferred unit warrant (in shares) | 3,107,279 | |||||||
Net income (loss) | 9,416,000 | 9,416,000 | ||||||
Foreign currency translation adjustments | (2,361,000) | (2,361,000) | ||||||
Balance at the end at Sep. 30, 2020 | 764,000 | (375,846,000) | (375,082,000) | |||||
Balance at the end (in shares) at Sep. 30, 2020 | 176,824,152 | |||||||
Balance at the beginning at Dec. 31, 2020 | $ 771,979,000 | $ 771,979,000 | $ 771,979,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 267,688,054 | 267,688,000 | 267,688,054 | |||||
Redeemable Convertible Preferred Units | ||||||||
Remeasurement of redeemable convertible preferred units | $ 426,101,000 | (908,000) | (425,193,000) | $ (426,101,000) | ||||
Net exercise of common unit warrants (in shares) | 2,020,000 | |||||||
Balance at the end at Sep. 30, 2021 | $ 1,198,080,000 | $ 1,198,080,000 | $ 1,198,080,000 | |||||
Balance at the end (in shares) at Sep. 30, 2021 | 267,688,054 | 267,688,000 | 267,688,054 | |||||
Balance at the beginning at Dec. 31, 2020 | 241,000 | (577,091,000) | $ (576,850,000) | |||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 176,824,152 | |||||||
Equity | ||||||||
Issuance of common units for consideration in a business combination | 573,800,000 | 573,800,000 | $ 573,800,000 | |||||
Issuance of common units for consideration in a business combination (in shares) | 161,518,057 | |||||||
Equity-based compensation | 5,273,000 | 5,273,000 | ||||||
Net income (loss) | (36,410,000) | (36,410,000) | ||||||
Exercise of equity-based option | (73,000) | (73,000) | ||||||
Exercise of equity-based option (in shares) | 70,208 | |||||||
Foreign currency translation adjustments | (201,000) | (201,000) | ||||||
Balance at the end at Sep. 30, 2021 | 578,238,000 | 40,000 | (1,038,694,000) | (460,416,000) | 0 | |||
Balance at the end (in shares) at Sep. 30, 2021 | 340,432,417 | |||||||
Balance at the beginning at Jun. 30, 2021 | $ 1,198,080,000 | |||||||
Balance at the beginning (in shares) at Jun. 30, 2021 | 267,688,054 | |||||||
Redeemable Convertible Preferred Units | ||||||||
Net exercise of common unit warrants (in shares) | 2,020,000 | |||||||
Balance at the end at Sep. 30, 2021 | $ 1,198,080,000 | $ 1,198,080,000 | $ 1,198,080,000 | |||||
Balance at the end (in shares) at Sep. 30, 2021 | 267,688,054 | 267,688,000 | 267,688,054 | |||||
Balance at the beginning at Jun. 30, 2021 | 575,966,000 | 980,000 | (1,071,498,000) | $ (494,552,000) | ||||
Balance at the beginning (in shares) at Jun. 30, 2021 | 338,412,417,000 | |||||||
Equity | ||||||||
Equity-based compensation | 2,272,000 | 2,272,000 | ||||||
Net income (loss) | 32,804,000 | 32,804,000 | ||||||
Foreign currency translation adjustments | (940,000) | (940,000) | ||||||
Balance at the end at Sep. 30, 2021 | $ 578,238,000 | $ 40,000 | $ (1,038,694,000) | $ (460,416,000) | $ 0 | |||
Balance at the end (in shares) at Sep. 30, 2021 | 340,432,417 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Description of Business | Note 1 - Organization Vacasa, Inc. (the “Company”) was formed as a Delaware corporation on July 1, 2021. The Company is a wholly owned subsidiary of Vacasa Holdings LLC (“Parent”). The Company was formed for purpose of completing the transactions contemplated by the definitive business combination agreement, dated July 28, 2021 (the “Transaction Agreement”), by and among TPG Pace Solutions Corporation, Vacasa Holdings LLC, the Company and the other parties thereto. Following the consummation of the transactions contemplated by the Transaction Agreement, the Company will be the sole managing member of Vacasa Holdings LLC and will operate and control all of the business and affairs of Vacasa Holdings LLC and, through Vacasa Holdings LLC and its subsidiaries, continue to conduct the business now conducted by Vacasa Holdings LLC and its subsidiaries. However, the consummation of the transactions contemplated by the Transaction Agreement is subject to numerous conditions, and there can be no assurances that such conditions will be satisfied. The Company has not commenced operations, nor has the Company entered into any contracts. |
Vacasa Holdings LLC [Member] | |
Organization and Description of Business | Note 1 - Description of Business Vacasa Holdings LLC and its Subsidiaries (the "Company") operate a vertically-integrated vacation rental platform. Homeowners utilize the Company’s technology and services to realize income from their rental assets. Guests from around the world utilize the Company’s technology and services to search and book Vacasa-listed properties in destinations throughout North and Central America. The Company collects nightly rent on behalf of homeowners and earns the majority of its revenue from commissions on rent and from additional reservation-related fees paid by guests when a vacation rental is booked directly through the Company’s website or app or through its distribution partners. The Company is headquartered in Portland, Oregon. Members’ liability is limited pursuant to the Delaware Limited Liability Company Act. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation — The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, changes in stockholder’s equity and cash flows have not been presented in the financial statements because there have been no activities since incorporation. Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 balance sheet. Actual results could differ from those estimates. |
Vacasa Holdings LLC [Member] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying interim Condensed Consolidated Financial Statements include the accounts of Vacasa Holdings, LLC and subsidiaries ("Vacasa" or the "Company"). All significant intercompany balances and transactions were eliminated. The Condensed Consolidated Balance Sheet as of December 31, 2020 is derived from the Company's annual audited Consolidated Financial Statements for the fiscal year ended December 31, 2020, included in the Company's final proxy statement/prospectus filed with the SEC pursuant to Rule 424(b)(3) on November 10, 2021, which should be read in conjunction with these Condensed Consolidated Financial Statements. These Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information in footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows expected for the year. Reorganization Transaction The Company began operations in 2009 through its wholly owned subsidiary Vacasa LLC, an Oregon limited liability company. In August 2017, Vacasa LLC was converted to a Delaware limited liability company. On May 20, 2020, Vacasa Holdings LLC, a Delaware limited liability company, was formed. On May 21, 2020, Vacasa LLC, as initial sole member of the Company, pursuant to a Plan of Merger agreement, completed a reorganization of its legal entity structure whereby the existing equity holders of Vacasa LLC, exchanged their ownership interests in Vacasa LLC for proportionate ownership interests in Vacasa Holdings LLC. As a result, Vacasa Holdings LLC became the parent company of Vacasa LLC and its subsidiaries (the "Reorganization"). Prior to the Reorganization, all of the assets and operations of Vacasa Holdings LLC were those of its subsidiary, Vacasa LLC. The Reorganization was accounted for as a transaction between entities under common control, and accordingly, there was no change in the basis of the underlying assets and liabilities. The condensed consolidated financial statements are reflective of the changes that occurred as a result of the Reorganization. Prior to May 21, 2020, the condensed consolidated financial statements of the Company reflect the net assets and operations of Vacasa LLC. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. 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 amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in the condensed consolidated financial statements include, but are not limited to, the useful lives of property and equipment and intangibles assets, allowance for doubtful accounts, valuation of assets acquired and liabilities assumed in business acquisitions and related contingent consideration, valuation of warrants, valuation of redeemable convertible preferred units, equity-based compensation, and evaluation of recoverability of long-lived assets. Actual results may differ materially from such estimates. Management believes that the estimates, and judgments upon which they rely, are reasonable based upon information available to them at the time that these estimates and judgments are made. To the extent that there are material differences between these estimates and actual results, the Company’s condensed consolidated financial statements will be affected. COVID-19 Impacts In December 2019, a novel strain of coronavirus disease (“COVID-19”) was reported and in March 2020, the World Health Organization characterized COVID-19 as a global pandemic. The COVID-19 pandemic has forced international, federal, state, and local governments to enforce prohibitions of non-essential activities. Beginning at the end of the Company’s first quarter of 2020, the Company experienced a significant decline in revenue resulting from a decrease in bookings and an increase in cancellations, which in turn impacted nights sold. Due to the impact that the reduction in bookings initially had on its financial condition, $108.1 million of Senior Secured Convertible Notes were issued to provide for liquidity and fund other general corporate initiatives. See additional information as described in Note 9 - Debt. The Company also took steps to mitigate the adverse impacts from the COVID-19 pandemic through cost reduction measures including lower discretionary and overhead spending, as well as temporary employee furloughs, which primarily occurred in the second quarter of fiscal 2020. In May 2020, the Company initiated an internal reorganization and reduction of its workforce, primarily in North America, resulting in the elimination of approximately 850 positions. During the three months ended September 30, 2020, there were no charges recorded as a result of these reductions. During the nine months ended September 30, 2020, charges recorded as a result of these reductions were $5.0 million, of which $1.5 million was recorded to operations and support, $1.2 million to sales & marketing, $1.1 million to general and administrative expenses, $1.0 million to technology and development, and $0.2 million to cost of revenue in the condensed consolidated statement of operations. The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The Company analyzed the various income tax and non-income tax provisions of the CARES Act based on currently available technical guidance and determined that aside from an impact to the timing of cash flows, there is no material impact to the Company’s condensed consolidated financial statements. Specifically, as it relates to the Company, the CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 and the remainder due on December 31, 2022. For the year ended December 31, 2020, the Company deferred approximately $7.6 million of the employer-paid portion of social security taxes. As of September 30, 2021 and December 31, 2020, the current portion of $3.8 million is included in accrued expenses and other current liabilities and the non-current portion of $3.8 million is included in other long-term liabilities on the condensed consolidated balance sheets. The Company will continue to assess the effect of the CARES Act and ongoing other government legislation related to the COVID-19 pandemic that may be issued. The Canada Emergency Wage Subsidy (CEWS) was announced on March 27, 2020. Under this program, qualifying businesses can receive a subsidy for up to 75% of their employees’ wages, subject to certain limitations. For the three and nine months ended September 30, 2021, the Company received $0.4 million and $1.6 million, respectively, of wage subsidy from the Canadian government as part of the CEWS. For the three and nine months ended September 30, 2020, the Company received $0.7 million and $0.9 million, respectively, of wage subsidy from the Canadian government as part of the CEWS. These subsidies are included in operating costs and expenses in the condensed consolidated statement of operations. Exit from European and Latin America Operations In addition to the specific responses to COVID-19 above, in the second half of the year ended December 31, 2020, the Company’s management made the decision to realign the Company’s business and strategic priorities which resulted in the wind-down of a significant portion of the Company’s international operations by December 31, 2020. While some of these activities continued into 2021, the majority of these actions were completed by December 31, 2020. As of December 31, 2020, the Company had accrued restructuring charges related to the internal reorganization and restructuring actions of $2.2 million, primarily consisting of accrued severance included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. As of September 30, 2021, the accrued restructuring charges related to the internal reorganization and restructuring actions were not material. Segments Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker ("CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information on a condensed consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates one reportable segment. The majority of the Company's revenue is earned in the United States. The Company's revenues earned outside of the United States did not exceed 10% of total revenues for the three and nine month periods ended September 30, 2021 and 2020, respectively. Long-lived assets by geographical location is based on the location of the legal entity that owns the asset. As of September 30, 2021 and December 31, 2020, the majority of the Company's long-lived assets were located in the United States. Cash, Cash Equivalents and Restricted Cash Cash includes demand deposits with banks and financial institutions, as well as cash in transit from payment processors. Cash equivalents includes short-term, highly liquid securities, including money market funds and term deposit investments with maturities of 90 days or less when purchased and their carrying values approximate fair value due to their short-term nature. The Company generally places its cash, cash equivalents, and restricted cash with major financial institutions deemed to be of high-credit-quality in order to limit its credit exposure. The Company maintains its cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. Restricted cash primarily represents payments made by guests in advance of reservations that are required to be held in escrow accounts until the rescission period expires in accordance with U.S. state regulations. The following table reconciles cash, cash equivalents and restricted cash reported on the Company's condensed consolidated balance sheets to the total amount of cash, cash equivalents and restricted cash presented on the condensed consolidated statement of cash flows (in thousands): As of September 30, As of December 31, 2021 2020 Cash and Cash Equivalents $ 150,417 $ 218,484 Restricted Cash 135,079 72,528 Total $ 285,496 $ 291,012 Accounts Receivable, net Accounts receivable, net primarily represents amounts owed by homeowners for reimbursable expenses incurred by the Company in accordance with the homeowner contract, amounts owed the Company from third-party distribution partners, acting as a merchant of record, for guest stays that have commenced, and amounts owed from the community and homeowner associations for services provided. The allowance for doubtful accounts is estimated based on historical experience, aging of the receivable, the counterparty’s ability to pay, condition of general economy and industry, and other factors. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. As of September 30, 2021 and December 31, 2020, the Company's allowance for doubtful accounts was $9.2 million and $8.9 million, respectively. Bad debt expense for the three and nine months ended September 30, 2021 was $(0.2) million and $1.2 million, respectively. Bad debt expense for the three and nine months ended September 30, 2020 was $3.4 million and $4.6 million, respectively. Bad debt expense is recorded as a component of general and administrative expense in the condensed consolidated statements of operations. Property and Equipment, net Property and equipment are stated at cost or at fair value for assets acquired as part of a business combination. Costs of maintenance and repairs that do not improve or extend the useful lives of assets are expensed as incurred. Property and equipment includes capitalized costs related to the development of the Company’s technology platform, mobile apps, and marketplace. Software development costs related to software developed or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, are capitalized during the application development stage of the project. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage are expensed as incurred. Additionally, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality to existing software. Depreciation of such costs begins when the project milestones are substantially complete and software is ready for its intended use. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Upon retirement or sale, the cost and related accumulated depreciation are removed from the condensed consolidated balance sheet and the resulting gain or loss is recorded as a component of General and administrative expense in the condensed consolidated statements of operations. Gains and losses on disposal of assets were not material for the three and nine month periods ended September 30, 2021 and 2020, respectively. Intangible Assets, net The Company’s intangible assets consist primarily of acquired homeowner contracts, databases, photos and property listings, tradenames, noncompete agreements, and other. Intangible assets are recorded at fair value as of the date of acquisition and are amortized on a straight-line basis over an estimated economic life ranging from 1 Impairment of Long-lived Assets The Company evaluates its long-lived assets or asset groups for indicators of possible impairment by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group and its eventual disposal when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved and based on assumptions representative of market participants. Long-lived asset impairments are recorded as a component of General and administrative expenses in the condensed consolidated statement of operations. Long-lived asset impairment losses were not material for the three and nine month periods ended September 30, 2021 and 2020, respectively. Business Combinations In accordance with applicable accounting standards, the Company estimates the fair value of assets acquired and liabilities assumed as of the acquisition date of each business combination. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Management makes certain estimates and assumptions when determining the fair values of assets acquired and liabilities assumed, including intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from homeowner contracts, databases, photos and property listings, and trade names, as well as discount rates. At the acquisition date, the Company will also record acquisition related liabilities, if applicable, for any contingent consideration or deferred payments to the seller. Contingent consideration is recorded at fair value on the acquisition date based on Company’s expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the contingent consideration liabilities, recorded as a component of accrued expenses and other current liabilities and other long-term liabilities on the condensed consolidated balance sheets, are remeasured each reporting period after the acquisition date and any changes in the estimated fair value are reflected as gains or losses in general and administrative expense in the condensed consolidated statement of operations. The deferred payments to sellers are recognized on the acquisition date at fair value by calculating the risk adjusted present value of the deferred cash payments to be made to the seller. The deferred payment to seller balances were $16.4 million and $8.9 million, as of September 30, 2021 and December 31, 2020, respectively, which are recorded as a component of accrued expenses and other current liabilities and other long-term liabilities in the condensed consolidated balance sheets based on the expected timing of settlement. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. Transaction costs associated with business combinations are expensed as incurred. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company has one reporting unit which the Company tests for impairment on the first day of the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. There were no impairment charges in any of the periods presented in the condensed consolidated financial statements. Refer to Note 6 - Intangible Assets, Net and Goodwill, for additional information. Loss Contingencies The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are both probable and can reasonably be estimated. These accruals are adjusted as additional information becomes available or circumstances change. Leases The Company accounts for leases under the provisions of Accounting Standards Codification ("ASC)" Topic 840, Leases, which requires that leases be evaluated and classified as operating or capital leases for financial reporting purposes. The terms used for the evaluation include renewal option periods in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty. Leases are classified as capital leases whenever the terms of the lease substantially transfer all of the risks and rewards of ownership to the lessee. The Company’s operating leases pertain to the Company’s corporate office locations, field operation locations and vacation properties whereby the Company takes control of a third-party’s property during the lease period for purpose of renting the property on a short-term basis. The Company recognizes rent expense on operating leases on a straight-line basis over the non-cancellable lease term. Operating leases with landlord-funded leasehold improvements are considered tenant allowances and are amortized as a reduction of rent expense over the non-cancellable lease term. Deferred rent liabilities, which are calculated as the difference between contractual lease payments and the straight-line rent expense, are recorded in other long-term liabilities in the condensed consolidated balance sheets. Fair Value The Company measures certain assets and liabilities at fair value on a recurring basis based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: Level 1 - Level 2 - Level 3 - The carrying amounts of certain of the Company’s financial instruments, which include cash equivalents, accounts receivable, net, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values due to their short maturities. Revenue from Contracts with Customers The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with its Customers. The Company operates a vertically-integrated vacation rental platform. The Company collects nightly rent on behalf of homeowners and earns the majority of its revenue from commissions on rent and from additional reservation-related fees paid by guests when a vacation rental is booked directly through the Company’s website or app or through its distribution partners. The majority of the Company’s vacation homes under management are located in the United States. The Company considers both the homeowners and guests to be its customers. The Company fulfills its obligations to its customers in various ways, depending on the nature of the contract. For all performance obligations, sales taxes are excluded from the transaction price. Vacation Rental Platform Under the Company’s homeowner contracts, the Company acts as the sole and exclusive agent on the homeowners’ behalf to perform an integrated agency service that consists of a) acting as the vacation home letting agent and direct intermediary between the homeowner and the guest, b) performing routine care of the vacation property during the stay and upon guest departure, c) 24/7 contact center support for guests and homeowners as well as local operations support, and d) performing inspections, routine maintenance, minor repairs, and inventory management of required supplies of the property. The integrated agency service provided to homeowners represents a single distinct performance obligation. The Company markets homes on its platform directly on vacasa.com and its guest app, and via its third-party distribution partners. Upon confirmation of a vacation home booking by a guest, the Company, on behalf of a homeowner, agrees to provide use of the vacation home for a specified period of time. At the time of booking, the guest agrees to pay the total booking value which is comprised of the nightly reservation rate, other reservation-related fees, and applicable sales taxes. The transaction price under the homeowner contracts represents variable consideration as the amount to which the Company is entitled depends on the total amount collected for each reservation. The uncertainty associated with the transaction price is generally resolved upon the booking, subject to estimates for cancellations and refunds. In accordance with the Company’s homeowner contracts, the Company earns commission revenue for a portion of the nightly rate and the other reservation-related fees for the integrated agency and guest services rendered. The total booking value is generally due prior to the commencement of the reservation. The total booking value collected in advance of the reservation is recorded on the balance sheets as funds payable to owners, hospitality and sales taxes payable and deferred revenue in the amount obligated to the homeowner, the taxing authority, and the Company, respectively. While the guest primarily interacts with the Company as part of the booking process, the homeowner is primarily responsible for fulfilling the promise to the guest, and as a result, the Company recognizes commission revenue net of the amount due to the homeowner under the contract. The performance obligation to provide the integrated agency services and guest services meets the criteria for recognition over time as the homeowner and guest simultaneously receive and consume the benefits from the services. The Company recognizes revenue for these services over the duration of each guest stay. The Company primarily remits payments to the homeowners for the portion of the total booking value obligated to the homeowner for completed guest stays on a monthly basis, except in certain regulated markets in which a portion of the amount obligated to the homeowner is paid in advance. In the event a booked reservation is cancelled, we may offer a refund or a future stay credit up to the value of the cancelled reservation. Future stay credits are recognized as a liability on our condensed consolidated balance sheets. In certain instances, the Company may also offer a refund related to a completed stay. The Company accounts for these refunds as variable consideration, which results in a reduction to revenue. The estimate for variable consideration was not material for any of the periods presented. In addition to providing the integrated agency services under the homeowner contract, the Company may also provide home care solutions directly to the homeowner, such as home maintenance and improvement services, linen and towel supply programs, supplemental housekeeping services, and other related services, for a separately agreed upon fee. These services may be provided by Company personnel or by third party contractors acting on the Company’s behalf. The Company recognizes these revenues on a gross basis as the Company is primarily responsible for providing these goods and services to the customer. These services represent distinct performance obligations provided to the homeowner as our customer. Fees for home care solutions are generally charged on a monthly basis in accordance with the homeowner contract and may be recognized at that point in time or over the duration of the service provided. Other Services In addition to providing vacation rental platform services, the Company provides other services including real estate brokerage and management services to community associations. The purpose of these services is to attract and retain homeowners as customers of the Company’s vacation rental platform. Under the real estate brokerage services, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as cost of revenue in the condensed consolidated statements of operations. Under the community association management services, the Company provides common area property management, community governance, and association accounting services to community and homeowner associations in exchange for a management fee and other incrementally billed services. The services represent an individual performance obligation in which the Company has determined its primarily responsible. Revenue is recognized over time as services are rendered for the management fee and incrementally billed services are recognized at a point in time. Disaggregation of Revenue A disaggregation of the Company’s revenues by nature of the Company’s performance obligations are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Vacation rental platform $ 317,691 $ 176,294 $ 661,933 $ 355,869 Other services 12,236 9,832 35,021 26,982 Total $ 329,927 $ 186,126 $ 696,954 $ 382,851 Contract Liability Balances Contract liability balances on the Company’s condensed consolidated balance sheets consist of deferred revenue for amounts collected in advance of a guest-stay, limited to the amount of the booking to which the Company expects to be entitled as revenue. The Company’s deferred revenue balances exclude funds payable to owners and hospitality and sales taxes payable, as those amounts will not result in revenue recognition. Deferred revenue is reduced over the period in which a guest completes a stay and are recognized in revenue. Substantially all of the deferred revenue balances at the end of each fiscal year are expected to be recognized as revenue in the subsequent year. Costs to Obtain a Contract The Company capitalizes certain costs it incurs to obtain new homeowner contracts when those costs are expected to be recovered through revenues generated from the contract. Capitalized amounts are amortized on a straight-line basis over the estimated life of the customer through Sales and marketing in the condensed consolidated statement of operations. Costs to obtain a contract capitalized as of September 30, 2021 and December 31, 2020 were $10.2 million and $7.7 million, respectively, and were recorded as a component of Prepaid expenses and other current assets and Other long-term assets in the condensed consolidated balance sheets. The amount of amortization recorded for the three and nine months ended September 30, 2021 was $1.0 million and $2.8 million, respectively. The amount of amortization recorded for the three and nine months ended September 30, 2020 was $0.8 million and $2.3 million, respectively. Cost of Revenue, Exclusive of Depreciation and Amortization Cost of revenue, exclusive of depreciation and amortization, consists primarily of employee compensation costs, which includes wages, benefits, and payroll taxes, and outside service costs for housekeeping, home maintenance, payment processing fees for merchant fees and chargebacks, laundry expenses, housekeeping supplies, as well as fixed rent payments on certain owner contracts. Operations and Support Operations and support costs consist primarily of compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation, for employees that support the Company’s local operations teams in the field. Also included is the cost of contact center customer support, both employees and vendors, and the allocation of facilities and certain corporate costs. Technology and Development Technology and development expenses consist primarily of compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation, for salaried employees and payments to contractors, net of capitalized expenses, engaged in the design, development, maintenance and testing of the Company's platform, including websites, mobile applications, and other products. Costs qualifying for capitalization are recorded as a reduction of our technology and development expenses and are capitalized as internal-use software within property and equipment on the cond |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 3 - Stockholders' Equity The Company is authorized to issue 1,000 shares of common stock, par value $0.00001 per share (“Common Stock”). Under the Company’s certificate of incorporation all shares of common stock are identical. All the outstanding shares of the Company’s common stock are currently owned by Vacasa Holdings LLC. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Acquisitions | Note 3 – Acquisitions The Company’s growth strategy includes expanding the number of vacation rental properties on its platform through individual additions, portfolio transactions, and strategic acquisitions. While the Company onboards individual vacation rental properties through its direct sales team, the Company engages in portfolio transactions and strategic acquisitions to onboard multiple units in a single transaction. Portfolio and strategic acquisitions are generally accounted for as business combinations. The goodwill resulting from portfolio transactions and strategic acquisitions arises largely from synergies expected from combining the operations of the businesses acquired with the Company’s existing operations, as well as from benefits derived from gaining the related assembled workforce. Nine Months Ended September 30, 2021 On April 1, 2021, the Company completed its strategic acquisition of the operations of TurnKey Vacation Rentals, Inc. ("TurnKey"), a provider of property management and marketing services for residential real estate owners in the United States. The acquisition of the operations of TurnKey expands the Company’s footprint of vacation properties under management in current and adjacent markets. In accordance with the contribution agreement, the Company acquired all of the issued and outstanding equity interests of Turnkey Vacation Rentals LLC, which comprised of all the historical operations of Turnkey. The equity interests were acquired for total purchase consideration of $618.8 million which was comprised of the following (in thousands): Fair Value Cash consideration paid to TurnKey Vacation Rentals, Inc. $ 45,000 Fair value of Vacasa's common stock units issued to TurnKey Vacation Rentals, Inc. 573,800 Total purchase consideration $ 618,800 The acquisition was accounted for under the acquisition method of accounting. The preliminary fair values assigned to the assets acquired and liabilities assumed were based on the Company's estimates and assumptions using various market, income, and cost valuation approaches. The following table summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed in the transaction (in thousands): Amount Cash and cash equivalents $ 40,461 Restricted cash 14,444 Accounts receivable, net 3,548 Prepaid expenses and other current assets 7,614 Property and equipment 1,494 Intangible assets 107,600 Total assets acquired 175,161 Accounts payable (8,446) Funds payable to owners (20,393) Hospitality and sales taxes payable (5,575) Deferred revenue (5,953) Future stay credits (10,601) Accrued expenses and other liabilities (8,474) Other long-term liabilities (5,850) Total liabilities assumed (65,292) Net assets purchased 109,869 Goodwill 508,931 Total purchase consideration $ 618,800 The Company’s preliminary identifiable intangible assets acquired consisted of the following as of the acquisition date (in thousands): Estimated Useful Life Fair Value Homeowner contracts 5 years $ 102,300 Database and listings 1 year $ 3,400 Trademark, trade name, brand name 1 year $ 1,900 Total identifiable intangible assets $ 107,600 Goodwill is primarily attributable to the assembled workforce and anticipated synergies and economies of scale expected from the integration of the acquired business. Third party acquisition costs were not material for the three months ended September 30, 2021 and were $7.5 million for the nine months ended September 30, 2021. These costs were expensed as incurred as a component of General and administrative expense in the condensed consolidated statement of operations. The Company’s condensed consolidated financial statements include the accounts of TurnKey starting as of the acquisition date. The purchase price allocation for TurnKey is preliminary, and the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. Unaudited Supplemental Pro Forma Information The pro forma financial information as presented below is for informational purposes only and is not indicative of operations that would have been achieved from the TurnKey acquisition had it occurred at the beginning of fiscal 2020. Supplemental information on an unaudited pro forma basis is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 329,927 $ 224,569 $ 728,516 $ 452,486 Net income (loss) 32,917 8,773 (33,309) (81,501) The unaudited pro forma supplemental amounts have been calculated to reflect additional depreciation and amortization expense that would have been charged assuming the fair value adjustments to the acquired assets and assumed liabilities had been applied from the beginning of fiscal 2020, with the related tax effects. Other Transactions In addition to the TurnKey acquisition, during the nine months ended September 30, 2021, the Company completed 22 separate portfolio transactions, accounted for as business combinations, for total consideration of $117.9 million, comprised of $68.0 million cash paid, net of cash acquired, $34.0 million of contingent consideration, and $15.8 million of deferred payments to sellers. The fair value of the contingent consideration was estimated utilizing an income approach and was based on the Company's expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the deferred payments to seller recognized on the transaction date was estimated by calculating the risk adjusted present value of the deferred cash payments. The fair values of the assets acquired and liabilities assumed were based on the Company's estimates and assumptions using various market, income, and cost valuation approaches. Of the total consideration for these transactions, $79.5 million was attributable to goodwill, $63.1 million was attributable to intangible assets, $52.1 million was attributable to receivables, $76.2 million was attributable to deferred liabilities, and the remaining amount was attributable to other acquired assets and assumed liabilities which were not material. The intangible assets primarily consist of homeowner contract intangible assets amortized over 4 The purchase price allocations for the portfolio transactions completed during the nine months ended September 30, 2021 are preliminary, and the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. The Company recorded the purchase price allocations based upon information that is currently available. As of September 30, 2021, the total unallocated items were $12.8 million, which are recorded as a component of intangible assets, net in the condensed consolidated balance sheet. Nine Months Ended September 30, 2020 During the nine months ended September 30, 2020, the Company completed 10 separate portfolio transactions, accounted for as business combinations, for total consideration of $3.2 million, comprised of $1.2 million cash paid, net of cash acquired, $1.7 million of contingent consideration, and $0.3 million of deferred payments to sellers. The fair value of the contingent consideration was estimated utilizing an income approach and was based on the Company's expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the deferred payments to seller recognized on the acquisition date was estimated by calculating the risk adjusted present value of the deferred cash payments. The fair values of the assets acquired and liabilities assumed were based on the Company's estimates and assumptions using various market, income, and cost valuation approaches. Of the total consideration for these transactions, $2.9 million was attributable to goodwill, $2.0 million was attributable to intangible assets, and the remaining amount was attributable to other acquired assets and assumed liabilities which were not material. The intangible assets primarily consist of homeowner contract intangible assets amortized over 4 years. Pro forma and historical post-closing results of operations for these transactions completed during the nine months ended September 30, 2020 were not material to the Company’s condensed consolidated statements of operations. Transaction costs associated with business combinations completed during the nine months ended September 30, 2021 were not material and were expensed as incurred. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Fair Value Measurements | Note 4 - Fair Value Measurements The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis (in thousands): As of September 30,2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 35,926 $ 35,926 Warrant derivative liabilities (Note 10) — — 16,833 16,833 As of December 31,2020 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 7,681 $ 7,681 Warrant derivative liabilities (Note 10) — — 6,516 6,516 The carrying amounts of certain financial instruments, including cash equivalents, restricted cash, accounts receivable, and accounts payable, approximate fair value due to their short-term maturities and are excluded from the fair value tables above. Level 3 instruments consist of contingent consideration obligations related to acquired businesses and the Company’s common unit and Series A preferred unit warrant derivative liabilities. The contingent consideration obligations are recorded in accrued expenses and other current liabilities and other long-term liabilities on the condensed consolidated balance sheets. The fair value of the contingent consideration is estimated utilizing an income approach and based on the Company's expectation of achieving the contractually defined homeowner contract conversion and retention targets at the acquisition date. The Company assesses the fair value of these obligations at each reporting date thereafter with any changes reflected as gains and losses in General and administrative expenses in the condensed consolidated statements of operations. The charges for changes in fair value of the contingent consideration were not material for the three and nine months ended September 30, 2021 and 2020, respectively. Certain of the Company's common unit and Series A preferred unit warrants are classified outside of permanent equity as warrant derivative liabilities recorded in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. The warrant derivative liabilities are measured at fair value upon issuance and each reporting period thereafter. See further considerations of the warrants classified outside of permanent equity at Note 10 - Redeemable Convertible Preferred Units and Equity. Inputs used to determine the estimated fair value of the warrant derivative liabilities at each reporting period included remaining contractual term of the warrants, the risk-free interest rate, the volatility of comparable companies over the remaining term, and the fair value of the underlying units. The significant unobservable input used in the fair value measurement was the fair values of the underlying equity units. During the third quarter of 2020, the Company's Series A preferred unit warrants were cashless exercised and the Company reclassified the warrant derivative liability of $4.1 million to Redeemable convertible preferred units in the condensed consolidated balance sheets. The amount reclassified to redeemable convertible preferred units represented the fair value of the exercised Series A preferred unit warrants at the exercise date. See more information at Note 10 - Redeemable Convertible Preferred Units and Equity. A reconciliation of the common unit and Series A preferred unit warrant derivative liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs is as follows (in thousands): Nine Months Ended September 30, Year Ended December 30, 2021 2020 Balance, beginning of period $ 6,516 $ 3,950 Change in fair value of warrant derivative liabilities included in earnings 10,317 6,637 Fair value of the warrants exercised during the period — (4,071) Balance, end of period $ 16,833 $ 6,516 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Property and Equipment, Net | Note 5 - Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of September 30, As of December 31, Useful lives (years) 2021 2020 Land Indefinite $ 11,612 $ 11,612 Buildings and building improvements 12-35 9,298 9,084 Leasehold improvements Shorter of estimated useful life or lease term 6,726 6,108 Computer equipment 3 10,587 7,376 Furniture, fixtures, and other 2-12 14,664 12,769 Vehicles 2-8 5,580 4,427 Internal-use software 4 42,700 38,150 Total 101,167 89,526 Less: Accumulated depreciation (38,190) (24,439) Property and equipment, net $ 62,977 $ 65,087 |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Intangible Assets, Net and Goodwill | Note 6 - Intangible Assets, Net and Goodwill Intangible assets, net consisted of the following (in thousands): Weighted Average Useful As of September 30, 2021 Life Remaining Gross carrying Accumulated Net carrying (Years) amount amortization amount Homeowner contracts 5 $ 229,616 $ (37,953) $ 191,663 Databases, photos, and property listings 1 24,261 (13,155) 11,106 Trade names 1 9,708 (7,605) 2,103 Other 1 4 15,712 (3,380) 12,332 Total intangible assets $ 279,297 $ (62,093) $ 217,204 Weighted Average Useful As of December 31, 2020 Life Remaining Gross carrying Accumulated Net carrying (Years) amount amortization amount Homeowner contracts 7 $ 80,835 $ (17,097) $ 63,738 Databases, photos, and property listings 3 18,159 (7,765) 10,394 Trade names 1 7,215 (4,454) 2,761 Other 1 2 2,665 (2,132) 533 Total intangible assets $ 108,874 $ (31,448) $ 77,426 1 The Company's estimated future amortization of intangible assets as of September 30, 2021 is expected to be as follows: Year ending December 31: Amount Remainder of 2021 $ 13,191 2022 46,186 2023 42,384 2024 37,483 2025 34,550 Thereafter 43,410 Total $ 217,204 The following table summarizes the changes in the Company’s goodwill balance (in thousands): Nine Months Ended September 30, Year Ended December 31, 2021 2020 Balance at beginning of period $ 121,487 $ 115,914 Acquisitions 588,413 5,486 Foreign exchange translation and other 62 87 Balance at end of period $ 709,962 $ 121,487 There were no impairment charges in any of the periods presented in the condensed consolidated financial statements. There have been no accumulated impairments to goodwill. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Leases | Note 7 – Leases The Company leases certain field and corporate office facilities, vacation properties it controls and equipment from third parties with remaining lease terms ranging from 1 to 10 years. Many of the Company’s leases include options to extend the lease term with varying terms. Certain leases include payment of executory costs such as property taxes, utilities, insurance and maintenance. Rent expense recognized was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Costs of revenue $ 1,650 $ 2,151 $ 4,595 $ 7,279 Operations and support 4,885 4,625 11,838 11,679 General and administrative 1,652 1,242 4,588 3,421 Total rent expense $ 8,187 $ 8,018 $ 21,021 $ 22,379 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Accrued Expenses and Other Current Liabilities | Note 8 - Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Employee-related accruals $ 26,933 $ 13,409 Homeowner reserves 6,120 4,962 Warrant derivative liabilities 16,833 6,516 Current portion of acquisition liabilities 26,135 10,460 Other current liabilities 9,904 8,675 Total accrued expenses and other current liabilities $ 85,925 $ 44,022 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Debt | Note 9 – Debt The Company’s long-term debt obligations consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Senior Secured Convertible Notes $ 118,542 $ 112,793 Other 910 764 Total debt 119,452 113,557 Less deferred financing costs 1,270 1,743 Less current maturities 1 125 125 Long-term portion $ 118,057 $ 111,689 1 Senior Secured Convertible Notes On May 21, 2020, the Company issued $108.1 million in aggregate principal amount of senior secured convertible notes (“D-1 Convertible Notes”) pursuant to the Note Purchase Agreement (“Purchase Agreement”), dated May 21, 2020. The total net proceeds from the D-1 Convertible Notes offering, after deducting debt issuance costs paid by the Company was $105.9 million. The proceeds of the D-1 Convertible Notes were used to enhance our liquidity position and for general corporate purposes. The notes mature on June 20, 2023, unless earlier repurchased or converted in accordance with the terms of the Purchase Agreement. In addition, the Purchase Agreement provides that the Company may issue additional senior secured convertible notes (“D-2 Convertible Notes”) in the aggregate principal amount of up to $108.1 million, under certain conditions stipulated in the Purchase Agreement. Such D-2 Convertible Notes, if issued, will be convertible into the authorized Series D-2 preferred units at a rate of $0.50 per unit. As of September 30, 2021 and December 31, 2020, no D-2 Convertible Notes have been issued in accordance with the Purchase Agreement. The D-1 Convertible Notes accrue cash interest daily at 3% per annum, payable annually in arrears on the anniversary date of the initial closing date. Upon the occurrence and during the continuance of an event of default, as defined in the Purchase Agreement, the cash interest rate will be increased by an amount equal to two (2) percent per annum. Additionally, the D-1 Convertible Notes accrue payment in kind interest fees (“PIK interest”) equal to 7% per annum, which shall be capitalized by adding the full amount of PIK interest to the principal balance on each anniversary date of the initial closing. As of September 30, 2021 and December 31, 2020, principal in the amount of $115.6 million and $108.1 million and was outstanding under the D-1 Convertible Notes. There was $2.9 million and $4.7 million of uncapitalized PIK interest accrued for the D-1 Convertible Notes as of September 30, 2021 and December 31, 2020, respectively. The D-1 convertible notes are guaranteed by the Company and its existing and future subsidiaries. The D-1 Convertible notes are secured by first priority lien on substantially all of the assets of the Company and guarantors. The Company is permitted to prepay the D-1 Convertible Notes, in whole, but not in part, (a) at any time with the consent of the Purchasers holding at least 51% of the outstanding principal amount of the D-1 convertible notes at such time and (b) at the time of consummation of any Change in Control or Initial Public Offering (IPO) by written notice (a “Prepayment Notice”) to the Purchasers. Upon exercise of the prepayment feature in accordance with the Purchase Agreement, the Company is required to pay the outstanding principal balance of the D-1 Convertible Notes plus the applicable prepayment premium. The prepayment premium determined in accordance with the Purchase Agreement is the positive difference of (A) the product of (1) 1.5 multiplied by (2) the original principal amount the D-1 Convertible Notes minus (B) the sum of (1) outstanding principal (including, without limitation, any PIK Interest capitalized on or prior to the date of such prepayment or repayment) and interest plus (2) all Cash Interest and the amount of any principal, in the case of this clause (2), actually paid prior to such date. At any time following the initial issuance, any purchaser of the D-1 Convertible Notes has the right, but not the obligation to, convert all or any portion of the principal of the D-1 Convertible Notes (including PIK interest capitalized), all accrued but unpaid interest, and in connection with an change in control, IPO or payment, the discounted present value of all required remaining scheduled interest payments due on such notes from such date through maturity date, using a discount rate as defined by the Purchase Agreement, into Series D-1 preferred units at a conversion rate of $1 per unit. Additionally, at any time purchasers holding at least 51% of the outstanding principal amount of the D-1 Convertible Notes at the time, have the right, but not the obligation to, cause the entire outstanding amount to be converted into Series D-1 preferred units. As of September 30, 2021 and December 31, 2020, no amounts of the D-1 Convertible Notes had been converted into Series D-1 preferred units. Paycheck Protection Program In April 2020, the Company entered into a $10.0 million note payable with J.P. Morgan pursuant to the Paycheck Protection Program (“PPP Loan”) under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and returned the entire outstanding balance plus interest in May 2020. Prior to the acquisition, TurnKey entered into a $6.4 million note payable pursuant to the Paycheck Protection Program under the CARES act. Pursuant to the Contribution Agreement, the prior shareholders were required to set aside an amount equal to the PPA loan obligation in an escrow account for the possible repayment of the obligation assumed by the Company. The total loan obligation was repaid by the prior shareholders in full in June 2021. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Units and Equity | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Redeemable Convertible Preferred Units and Equity | Note 10 - Redeemable Convertible Preferred Units and Equity Redeemable convertible preferred units The following tables present the Company’s authorized and outstanding redeemable convertible preferred units (in thousands except per unit amounts): As of September 30, 2021 Units Aggregate Issued and Issuance Price Per Net Carrying Liquidation Units Authorized Outstanding Unit Value Preference Series A 35,000 33,107 1.00 $ 111,688 $ 39,724 Series B 69,933 69,933 1.48 278,827 125,755 Series B-2 47,000 32,000 2.00 145,965 74,139 Series C 105,992 95,686 2.64 498,036 277,970 Series C-1 28,256 28,256 1.85 124,083 56,907 Series C-2 8,706 8,706 1.98 39,481 18,968 Series D-1 150,000 — — — — Series D-2 300,000 — — — — Total 744,887 267,688 $ 1,198,080 $ 593,463 As of December 31, 2020 Units Aggregate Issued and Issuance Price Per Net Carrying Liquidation Units Authorized Outstanding Unit Value Preference Series A 35,000 33,107 1.00 $ 68,334 $ 38,288 Series B 69,933 69,933 1.48 175,416 121,209 Series B-2 47,000 32,000 2.00 94,261 71,459 Series C 105,992 95,686 2.64 330,071 267,922 Series C-1 28,256 28,256 1.85 78,656 54,850 Series C-2 8,706 8,706 1.98 25,241 18,283 Series D-1 150,000 — — — — Series D-2 300,000 — — — — Total 744,887 267,688 $ 771,979 $ 572,011 On May 21, 2020, concurrent with the issuance of the D-1 Convertible Notes, the Company authorized the issuance of up to 150,000,000 Series D-1 preferred units and 300,000,000 Series D-2 preferred units. As of December 31, 2020, no Series issued outstanding The Company classifies its issued Series A preferred units, Series B preferred units, Series B-2 preferred units, Series C preferred units, Series C-1 preferred units, Series C-2 preferred units, Series D-1 preferred units and Series D-2 preferred units (collectively the “Redeemable Convertible Preferred Units”) as temporary equity within the Company’s condensed consolidated balance sheets because the instruments contain redemption and liquidation rights that are not solely within control of the Company. In accordance with ASC 480, Distinguishing Liabilities from Equity Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Vacasa Holdings LLC (“LLC Agreement”), the rights, preferences and privileges of the holders of the Company’s Redeemable Convertible Preferred Units at December 31, 2020 are as follows: Voting Each holder of a preferred unit shall have the right to one vote, for each common unit into which such redeemable convertible preferred unit is then convertible, on any matter requiring approval of such units. Except as provided by law or the provisions of the Company’s LLC Agreement, the holders of the redeemable convertible preferred units and holders of common units shall vote together on all matters as a single class. The Company’s board consists of up to 8 members. The holders of the redeemable convertible preferred units and common units currently have the right to select the Company’s Board of Managers (the “Board) as follows: (a) As long as 25% of the Series A preferred units remain outstanding, Series A preferred units shall be entitled to designate 1 manager; (b) As long as 25% of the Series B preferred units and Series B-2 preferred units remain outstanding, the holders of a majority of the Series B preferred units and Series B-2 preferred units, voting together as a single class, shall be entitled to designate 1 manager; (c) As long as 25% of the Series C preferred units remain outstanding, the holders of the majority of the Series C, Series C-1 and Series C-2 preferred units, voting together as a single class shall be entitled to designate 1 manager; (d) As long as the primary Series C investor holds at least 107,381,986 of Series C preferred units on an as-converted basis or 50% of the issued and outstanding D-1 and D-2 preferred units, such investor shall be entitled to designate 1 manager; (e) the holders of a majority of the convertible preferred units (voting together as a single class and on an as-converted basis) shall be entitled to designate 1 manager; (f) the holders of the majority of the common units (voting separately as a class and not on an as converted basis with the redeemable convertible preferred units) shall be entitled to designate 2 managers one of which shall be the founder manager; (g) One manager shall be the then-current Chief Executive Officer of the Company Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Vacasa Holdings LLC ("Amended LLC Agreement") and the Stockholders Agreement of TurnKey Vacations, Inc., executed concurrently with the TurnKey acquisition on April 1, 2021, the Company is authorized to issue Class A common units, Class B units and Class C units. The Class B units are comprised of 3,250,000,000 Class B Common Units, 35,000,000 Series A Preferred Units, 69,932,428 Series B Preferred Units, 47,000,000 Series B-2 Preferred Units, 105,992,353 Series C Preferred Units, 28,255,455 Series C-1 Preferred Units, 8,706,402 Series C-2 Preferred Units, 150,000,000 D-1 Preferred Units, 300,000,000 Series D-2 Preferred Units, and 60,000,000 Class B Employee Equity Units (collectively, "Class B Units"). At the time of the amendment, the Company's then issued and outstanding common units and employee equity units were converted into Class B Common Units and Class B Employee Equity Units on a 1:1 basis. The Company shall at all times reserve and keep available a sufficient number of Class B Common Units for issuance upon conversion of the historical Redeemable Convertible Preferred Units. The Class C units shall include Class C common units and Class C Employee Equity units (collectively, "Class C Units"). At the effective date of the amendment, TurnKey Vacations, Inc. became the sole managing member of Vacasa Holdings, LLC and the Company's Board size was increased from 8 members up to 13 members. The rights of the historical Redeemable Convertible Preferred Units and holders of common units to appoint the Company's Board described above remained unchanged except: a. the holders of the majority of the Class B Common Units and historical Redeemable Convertible Preferred Units (voting together and on an as converted basis) shall be entitled to designate three independent managers; and b. the holders of the majority of the Class A common units shall be entitled to designate two managers, so long as the Class A holders own any shares of Class A common units. Preferred Return The holders of the Redeemable Convertible Preferred Units are entitled to receive a preferred return ("Preferred Return") accruing on such preferred unit on a daily basis, from the date of issuance at the rate of 5% per annum on the applicable preferred unit issue price and shall be compounded annually. Liquidation In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or “Deemed Liquidation Event” (as defined below) (collectively, a “Liquidation Event”), after payment of, or other adequate provision for, the debts and obligations of the Company, the Company will distribute the net proceeds or assets available for distribution, whether in cash or in other property, to the holders of the Redeemable Convertible Preferred Units before payment to the holders of the common units or vested employee equity units, subject to a participation threshold. On a Liquidation Event, the holders of redeemable convertible preferred units are entitled to be paid an amount equal to the total unpaid Preferred Return on each preferred unit held by each holder and, following payment of the Preferred Return, holders of Redeemable Convertible Preferred will be entitled to receive their applicable original issue price per preferred unit. Following payment of the Preferred Return and original issue price, holders of Redeemable Convertible Preferred Units, common units and vested employee equity units (subject to achievement of the applicable participation threshold), will be entitled to receive a payment catch up to the highest Preferred Return payment received by a holder (the "Preferred Return Catch-up"). In the event the Company has insufficient assets to pay the holders of units of Redeemable Convertible Preferred Units the full liquidation preference, the holders of Redeemable Convertible Preferred Units would be paid ratably in proportion to the full amounts to which they would otherwise be entitled. Any assets of the Company remaining after payment of the above liquidation preference to the holders of Redeemable Convertible Preferred Units will be distributed to holders of Redeemable Convertible Preferred Units, common units, and vested employee equity units in accordance with the Company’s LLC Agreement. Pursuant to the Amended LLC Agreement, in the event of a Liquidation Event, after payment of, or other adequate provision for, the debts and obligations of the Company, the Company will distribute the net proceeds or assets available for distribution, whether in cash or in other property (and to the extent there is a combination of cash or other property, such cash and other property shall be distributed pro rata to the members to the extent possible) to the holders of Class A common units, Class B Units and Class C Units as follows: a. First, an amount to the holders of the Class A common units for the amount of any payment in cash of interest or repayment in cash of the outstanding D-1 or D-2 convertible notes, as defined in the Amended LLC Agreement; b. Second, to the Class A common units, the initial proceeds available for distribution based on the initial Class A percentage until the proceeds are at least equal to Class A common unit threshold value and to the Class B Units, the initial proceeds available for distribution based on the initial Class B percentage until the proceeds are at least equal to Class B Units threshold, as defined in the amended LLC Agreement; and c. Third, to the Class A common unit Class B Unit holders and Class C Unit holders based on the percentage of proceeds available for distribution, as defined in the Amended LLC agreement. The proceeds available for distribution to the Class B Units will be allocated to the holders of the Class B Units (i.e Redeemable Convertible Preferred Unit holders, Class B Common Unit Holders and Class B vested Employee Equity Units) in accordance with the Company's Amended LLC Agreement. The Company's Redeemable Convertible Preferred Unit holders will receive a liquidation preference from the amounts distributed to the Class B Units consistent with the liquidation preference described above prior to the Amended LLC Agreement. Any cash or assets allocated to the Class B Units remaining after the payment of the liquidation preference to the holders of Redeemable Convertible Preferred Units will be distributed to holders of Redeemable Convertible Preferred Units, Class B common units, and vested Class B Employee Equity Units, on an as converted basis, in accordance with the Company’s Amended LLC Agreement. A “Deemed Liquidation Event” means (A) any merger, consolidation, recapitalization or sale of the Company, transfer or issuance of units or other transaction or series of related transactions, in each case, in which the members immediately prior to such transaction or permitted holders do not own and control a majority of the voting power represented by the outstanding equity of the surviving entity after the closing of such transaction; (B) the sale, distribution, lease, transfer, exclusive license or other disposition by the Company or any subsidiary of the Company of all or substantially all the assets of the company and its Subsidiaries taken as a whole, or the sale or disposition of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries; (C) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; or (D) any bankruptcy or insolvency admission or proceeding . Conversion Each redeemable convertible preferred unit is convertible, at the option of the holder, into common units as determined by dividing the redeemable convertible preferred units issue price per unit by the conversion price in effect at the time of conversion. The conversion price for each of the Series A preferred units, Series B preferred units, Series B-2 preferred units, Series C preferred units, Series C-1 preferred units, and Series C-2 preferred units, giving effect to the issuance and sale of the senior secured convertible D-1 notes, is $1.00, $1.3883, $1.8090, $2.3281, $1.6870, and $1.7939 per unit. The conversion price for each class of redeemable convertible preferred units is subject to adjustments for any subdivision or combination of common units, reclassification, exchange and substitution of the redeemable convertible preferred units into the same or a different number of securities, and applicable dilutive issuances, in effect on the date of the conversion. However, any adjustments made to the conversion price of the redeemable convertible preferred units may be waived either prospectively or retroactively and either generally or in a particular instance, by written consent of holders of 55% or more of the respective series of redeemable convertible preferred units then issued and outstanding, voting together as a single class, on an as-converted basis. Under the terms of the Company’s LLC Agreement, Redeemable Convertible Preferred Units shall automatically be converted into common units upon the occurrence of specific events, including a firm commitment underwriting public offering (“Qualified Public Offering”) with aggregate net proceeds of not less than $100,000,000 and the price offered for each Series C preferred unit, is at least equal to one Pursuant to the terms of the Amended LLC Agreement, the Company's Redeemable Convertible Preferred Units will be converted into Class B common units and the definition of Qualified Public Offering was expanded to also include a deSPAC transaction. There were no changes to the conversion prices or automatic conversion features. Redemption Certain investors holding the majority of the Series B preferred units, Series B-2 preferred units, and Series C preferred units hold the right to elect to require the Company to redeem all or a portion of such units by providing written request delivered any time on or after October 22, 2022 and such time as no senior secured convertible D-1 and D-2 notes remain outstanding. The same right will be held by the Series D-1 and D-2 preferred units, if any senior secured convertible D-1 and D-2 notes are converted. Such election is to be made in writing by the holders of the respective redeemable convertible preferred units, detailing the number of Series B preferred units, Series B-2 preferred units, Series C preferred units, Series D-1 preferred units, and Series D-2 preferred units to be redeemed (“Redemption Triggering Notice”). Upon delivery of a Redemption Trigger Notice by the holders of redeemable convertible preferred units with redemption rights, each holder of Series A preferred units, Series B preferred units, Series B-2 preferred units, Series C preferred units, Series C-1 preferred units, and Series C-2 preferred units, Series D-1 preferred units and Series D-2 preferred units can elect to redeem all or a portion of the holder’s preferred units on a pari passu basis with the Series B preferred units, Series B-2 preferred units, Series C preferred units, Series D-1 preferred units and Series D-2 preferred units initially redeemed ("tag along rights"). After the initial redemption, each redeemable convertible preferred unit holder could require the Company to redeem, out of all available assets of the Company, all or a portion of the redeemable convertible preferred units held by such preferred unit holder which had not been converted into common units in accordance with the terms of the agreement. The Company shall redeem the respective redeemable convertible preferred units by paying in cash the amount equal to or greater of the preferred unit issue price plus an amount equal to the preferred unpaid return and the fair market value in respect of such redeemable convertible preferred unit. The Redeemable Convertible Preferred Units have been adjusted to their maximum redemption value at the end of each reporting period. Pursuant to the Amended LLC Agreement, the redemption rights of the redeemable convertible preferred unit holders were removed. As such, the Company no longer adjusts the carrying value of the redeemable convertible preferred units to the maximum redemption values at each balance sheet date. The Company will continue to classify its redeemable convertible preferred units outside of permanent equity because the shares are considered effectively redeemable upon a deemed liquidation event. Subsequent to April 1, 2021, the Company did not adjust the carrying value of the redeemable convertible preferred units to the deemed liquidation value of such units as a qualifying liquidation event was not probable. Preferred Unit Warrants In connection with the termination of the Company’s Facility B Convertible Term Loan, on November 6, 2019, the Company issued Series A preferred unit warrants (the “Series A Preferred Unit Warrants”), which allowed the holder to purchase 5,000,000 units of the Company’s Series A preferred units with an exercise price of $1.00 per Series A preferred unit. The warrants had an expiration date of September 30, 2020. The fair value of the warrants on the issuance date of $2.1 million was recorded as a loss on debt extinguishment with a corresponding amount recorded to Accrued expenses and other current liabilities in the condensed consolidated balance sheets. The warrants were initially recorded as a warrant derivative liability due to the underlying Series A preferred units being classified as temporary equity and measured at fair value each reporting date. The warrants are measured at fair value each period with changes in fair value recorded in Other income (expense), net in the condensed consolidated statements of operations. On September 2, 2020, the Series A Preferred Unit Warrants were cashless exercised for 3,107,279 Series A preferred units. Upon exercise, the Company reclassified the related warrant derivative liability to the Series A preferred unit balance in temporary equity on the condensed consolidated balance sheet. Common Units As of December 31, 2020, the Company is authorized to issue 3,250,000,000 common units. Pursuant to the Amended LLC Agreement which was adopted on April 1, 2021, the Company is authorized to issue not more than 161,518,057 161,518,057 Class A, Class B and Class C common units are referred to as common units throughout the notes to the condensed consolidated financial statements unless otherwise noted. Also, Class B and Class C Employee Equity Units are referred to as Employee Equity Units throughout the notes to the condensed consolidated financial statements unless otherwise noted. As of September 30, 2021 and December 31, 2020, the Company had 340,432,417 and 176,824,152 common units issued outstanding The Company had Class B common units reserved for issuance as follows (in thousands): As of September 30, As of December 31, 2021 2020 Conversion of outstanding Redeemable Convertible Preferred Units 292,201 292,201 Unit appreciation rights issued and outstanding 13,520 13,345 Conversion of Series D-1 convertible notes 119,796 114,820 Exercise and conversion of common unit warrants 5,430 7,453 Total 430,947 427,819 Common Unit Warrants On September 9, 2015, the Company issued an investor, in connection with a borrowing arrangement, common unit warrants to purchase 937,077 common units at an exercise price of less than $0.01 per unit. Additionally, on March 28, 2017, the Company issued the investor additional common unit warrants to purchase up to an additional 1,086,000 of common units at an exercise price of $0.01 per unit. The common unit warrants expire on September 9, 2022 and March, 28, 2026, respectively. These warrants are classified within permanent equity. In September 2021, the investor net-exercised these warrants in exchange for 2,020,000 common units. On December 31, 2015, the Company issued a certain investor, in connection with the issuance of the Series A preferred units, common unit warrants to purchase 5,430,000 common units at an exercise price of less than $0.01 per unit. The common unit warrants expire on December 31, 2025. These warrants are liability classified under ASC 815-40, Contracts in Entity’s Own Equity, as the warrants contain certain provisions that result in the holder receiving additional common units upon exercise as a result of the Company issuing any equity securities after the initial issuance of the warrants. The warrant derivative liability is recorded in Accrued expenses and other current liabilities on the condensed consolidated balance sheets. The warrants will continue to be measured at fair value each period until exercised. If the Holder has not exercised the warrants prior to the closing of a Deemed Liquidation Event or an initial public offering or as of the expiration date, then the Warrants will be deemed to be exercised in full through a cashless exercise, in which case the holder would receive upon such exercise the net number of common units, determined taking into account the fair market value of the common unit, exercise price of warrants, and the number of common units that would be issuable upon exercise of the warrants. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Equity-Based Compensation | Note 11 – Equity-Based Compensation Equity Incentive Plans 2016 Equity Incentive Plan In 2016, the Company adopted the Vacasa LLC 2016 Equity Compensation Incentive Plan (the “2016 plan”). A total of 20,000,000 common units are reserved for issuance under the 2016 plan. As of December 31, 2020, 6,655,486 common units remained available for issuance under the 2016 plan. The 2016 plan provides for the issuance of unit appreciation rights (“UARs”) and incentive units. Upon completion of the Reorganization on May 21, 2020 described in Note 2 - Significant accounting policies, the 2016 plan and all outstanding awards granted under the 2016 plan were assumed by the Company. The plan was renamed to the Vacasa Holdings LLC 2016 Equity Compensation Incentive Plan. No changes were made to the terms of the granted awards assumed under the 2016 plan. Unit Appreciation Rights Unit appreciation rights (“UARs”) represent the right to receive the gain in the fair market value of a common unit of the Company between the grant date of the UAR and the exercise date for the number of units to which the right is exercised. Upon exercise, at the discretion of the Company, the increase in fair value may be paid in the combination of cash (or cash equivalents), common units, or other property. The Company accounts for the awards as equity awards, as the Company has the intent and ability to settle such awards in common units. The UARs vest upon the satisfaction of both a service-based and a liquidity-event performance-based requirement. The service-based vesting condition for the awards is generally satisfied over four years. The liquidity-based vesting condition is satisfied upon (i) a change in control or (ii) six As of September 30, 2021 and December 31, 2020, the Company concluded that the liquidity-event performance-based vesting condition had not been met nor was it probable of being satisfied. As a result, the Company has not recorded any equity-based compensation expense to date for any UARs with a liquidity-event performance-based vesting condition. In the period in which the liquidity-event performance-based condition becomes probable, the Company will record a cumulative catch-up expense for the service period completed to such date and will begin recording equity-based compensation expense using the accelerated attribution method, net of forfeitures, based on the grant-date fair value of the UARs for awards where the service period is not complete. As of September 30, 2021, total unrecognized equity-based compensation expense for the UAR awards with both a liquidity-event performance-based vesting condition and service-based vesting condition was $1.4 million. The unrecognized equity-based compensation will be recognized upon both the liquidity-event performance-based vesting conditions and service-based conditions being met. The fair value of the UARs granted have been estimated using an option-pricing model with the following assumption ranges: Nine Months Ended September 30, 2021 2020 Expected volatility 45.6% - 55.0 % 31.0% - 45.6 % Dividend yield — % — % Expected term (in years) 0.3 - 2.3 2.3 - 3.1 Risk-free rate 0.0% - 0.2 % 0.1% - 1.5 % Marketability discount 8.3% - 23.4 % 23.4% - 39.7 % A summary of UAR activity was as follows: Weighted Average Remaining Weighted Average Contractual Term Unit Appreciation Rights Units (000s) Exercise Price (in years) Balance as of December 31, 2020 13,345 $ 1.07 7 Granted 821 $ 1.92 Forfeited or expired (646) $ 1.16 Balance as of September 30, 2021 13,520 $ 1.11 6 Profit Interest Units (Employee Equity Units) On May 21, 2020, the Company’s board of directors formed Vacasa Employee Holdings LLC (“Employee Holdings LLC”) which was established to issue profit interest units to certain executives and board members in Employee Holdings LLC. When profit interest units of Employee Holdings LLC are issued to certain employees and board members of the Company, the Company issues a corresponding profit interest unit in the form of Employee Equity Units to Employee Holdings LLC. The cancellation or forfeiture of any Employee Holdings’ profit interest units automatically results in a decrease in an equal number of the Company’s Employee Equity Units. The Company accounts for forfeitures as they occur. A holder of a vested profit interest unit participates in excess earnings of the Company above the established participation threshold per the amended and restated LLC agreement of the Company. As of September 30, 2021 and December 31, 2020, 35,323,602 and 25,958,026 Employee Equity Units remained available for issuance, respectively. Employee Equity Units are subject to a time-based vesting condition. The time-based vesting condition is generally satisfied over four years with 25% of the units vesting on the one year anniversary of the vesting commencement date of the award, followed by 1/48th of the units vesting each month over the subsequent three years. The fair value of each grant was estimated on the date of the award using an option pricing model with the following assumption ranges: Nine Months Ended September 30, 2021 2020 Expected volatility 45.6% - 55.0 % 31.0% - 45.6 % Dividend yield — % — % Expected term (in years) 0.6 - 2.3 2.3 - 3.1 Risk free rate 0.0% - 0.1 % 0.1% - 1.5 % Marketability discount 23.4% - 26.6 % 23.4% - 39.7 % A summary of Employee Equity Units is as follows: Number of Units Weighted-Average (000s) Grant Date Fair Value Unvested balance as of December 31, 2020 19,770 $ 0.29 Units granted 12,046 $ 1.56 Units vested (9,266) $ 0.25 Units forfeited or cancelled — $ — Unvested balance as of September 30, 2021 22,550 $ 1.02 As of September 30, 2021, there was $19.7 million of unrecognized compensation expense related to unvested Employee Equity Units, which is expected to be recognized over a weighted-average period of 3.2 years respectively. As noted above, the Company estimated the fair value of the Employee Equity Units on the date of grant using an option pricing model which uses the expected option term, unit price volatility and the risk-free interest rate. The expected option term assumption reflects the period for which the Company believes the awards will remain outstanding. The Company’s computation of expected volatility is based on the historical volatility of selected comparable publicly traded companies over a period equal to the expected term of the award. The risk‑free interest rate reflects the U.S. Treasury yield curve for a similar instrument with the same expected term in effect at the time of the grant. Equity-Based Compensation Expense The Company classifies equity-based compensation expense in its condensed consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. The Company recorded equity-based compensation expense for the periods presented in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ — $ — $ — $ — Operations and support 24 224 86 224 Technology and development 167 407 489 407 Sales and marketing 393 98 1,047 98 General and administrative 1,688 453 3,651 1,143 Total unit-based compensation expense $ 2,272 $ 1,182 $ 5,273 $ 1,872 |
Net Income (Loss) Per Common Un
Net Income (Loss) Per Common Unit | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Net Income (Loss) Per Common Unit | Note 12 – Net Income (Loss) Per Common Unit The Company uses the two-class method when computing net loss per common unit as the Company’s redeemable convertible preferred units meet the definition of a participating security. The two-class method determines net income (loss) per common unit and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires earnings available to common unit holders for the period to be allocated between common unit and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Accordingly, in periods in which the Company reports a net loss or a net loss attributable to common units resulting from preferred unit dividends, net losses are not allocated to participating securities. Basic net income (loss) per common unit is computed by dividing the net income (loss) attributable to common unit holders by the weighted-average number of common units outstanding for the period. The diluted net income (loss) per common unit is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per unit attributable to common unit holders is the same as basic net loss per unit attributable to common unit holders, because potentially dilutive common units are anti-dilutive. The following table presents the calculation of basic and diluted net loss per unit (in thousands, except per unit data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net income (loss) $ 32,804 $ 9,416 $ (36,410) $ (47,040) Less: Remeasurement of redeemable convertible preferred units — (51,638) (426,101) (45,009) Less: Undistributed earnings attributable to preferred units (15,185) — — — Net income (loss) attributable to common units for basic net income (loss) per unit $ 17,619 $ (42,222) $ (462,511) $ (92,049) Add: Interest on D-1 Convertible Notes 3,313 — — — Net income (loss) allocated to common units for diluted net income (loss) per unit $ 20,932 $ (42,222) $ (462,511) $ (92,049) Denominator Weighted average units used to compute net income (loss) per unit attributable to common units—basic 338,566 176,824 285,210 176,824 Dilutive effect of common unit warrants 5,430 — — — Dilutive effect of conversion of D-1 Convertible Notes 119,796 — — — Weighted average units used to compute net income (loss) per unit attributable to common units—diluted 463,792 176,824 285,210 176,824 Net income (loss) per common unit-basic $ 0.05 $ (0.24) $ (1.62) $ (0.52) Net income (loss) per common unit—diluted $ 0.05 $ (0.24) $ (1.62) $ (0.52) For the three and nine months ended September 30, 2021, UARs to be settled in up to 13,519,910 common units were excluded from the table below because the units are subject to performance conditions that were not achieved as of this date. For the three and nine months ended September 30, 2020, UARs to be settled in up to 13,090,191 common units were excluded from the table below because the units are subject to performance conditions that were not achieved as of this date. The following outstanding units of common stock equivalents were excluded from the computation of the diluted net loss per unit for the periods presented because their effect would have been anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Common unit warrants outstanding — 7,453 5,430 7,453 Series A preferred unit warrants outstanding — — — — Conversion of Series D-1 convertible notes — 111,967 119,796 111,967 Redeemable convertible preferred units outstanding 292,201 292,201 292,201 292,201 Total 292,201 411,621 417,427 411,621 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies Leases See Note 7 - Leases Regulatory Matters and Legal Proceedings The Company’s operations are subject to dynamic regulatory laws, varying by jurisdiction. In addition, the Company has been and is currently a party to various legal proceedings, including employment and general litigation matters, which arise in the ordinary course of business. Such proceedings and claims can require the expenditure of significant company resources, both financial and operational. Regulatory Matters The Company’s core business operations consist of the management of short-term vacation rental stays, with such operations subject to local city and county ordinances, together with various state, U.S. and foreign laws, rules and regulations. Such laws are complex and subject to change, and in several instances, jurisdictions have yet to codify or implement applicable laws. Other ancillary components of the Company’s business activities include the management of long-term rental stays, HOA management and real estate activity. In addition to laws governing the aforementioned business lines, the Company must comply with laws in relation to travel, tax, privacy and data protection, intellectual property, competition, health and safety, consumer protection, employment and many others. These business operations expose the Company to inquiries and potential claims related to its compliance with applicable laws and regulations. Given the shifting landscape with respect to the short-term rental laws, changes in existing laws or the implementation of new laws could have a material impact on the Company’s business. Tax Matters Some states and localities in the United States and elsewhere in the world impose transient occupancy or lodging accommodations taxes (“Lodging Taxes”) on the use or occupancy of lodging accommodations or other traveler services. The Company collects and remits Lodging Taxes in around 1,000 jurisdictions on behalf of its hosts. Such Lodging Taxes are generally remitted to tax jurisdictions within a 30 day period following the end of each month, quarter, or year end. As of September 30, 2021 and December 31, 2020, the Company had an obligation to remit Lodging Taxes collected from guests who had stayed in these jurisdictions totaling $14.0 million and $9.1 million, respectively. These payables are recorded in Hospitality and sales taxes payable on the condensed consolidated balance sheets. The Company’s potential obligations with respect to Lodging Taxes could be affected by various factors, which include, but are not limited to, whether the Company determines, or any tax authority asserts, that the Company has a responsibility to collect lodging and related taxes on either historical or future transactions or by the introduction of new ordinances and taxes which subject the Company’s operations to such taxes. The Company is under audit and inquiry by various domestic and foreign tax authorities with regard to non-income tax matters. The subject matter of these contingent liabilities primarily arises from the Company’s transactions with its homeowners, guests, and service contracts. The disputes involve the applicability of transactional taxes (such as sales, value-added, information reporting, and similar taxes) to services provided. The Company has estimated liabilities in a certain number of jurisdictions with respect to state, city, and local taxes related to lodging where management believes it is probable that the Company has additional liabilities, and the related amounts can be reasonably estimated. As of September 30, 2021 and December 31, 2020, accrued obligations related to these estimated taxes, including estimated penalties and interest, totaled $13.5 million and $7.6 million, respectively. Due to the inherent complexity and uncertainty of these matters and judicial processes in certain jurisdictions, the final outcomes may exceed the estimated liabilities recorded. Litigation The Company has been and is currently involved in litigation and legal proceedings and subject to legal claims in the ordinary course of business. These include legal claims asserting, among other things, commercial, competition, tax, employment, discrimination, consumer, personal injury, and property rights. As of December 31, 2020, September 30, 2021, and as of the filing of these financial statements, the Company was not involved in any material legal proceedings. In the future, we may become party to additional legal proceedings that may subject the Company to monetary damage awards, fines, penalties, and/or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect the Company’s business, results of operations, and financial condition. The outcomes of legal proceedings are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, the Company believes based on its current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. The Company establishes an accrued liability for loss contingencies related to legal matters when a loss is both probable and reasonably estimable. These accruals represent management’s best estimate of probable losses. Such currently accrued amounts are not material to the Company’s condensed consolidated financial statements. However, management’s views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. Until the final resolution of legal matters, there may be an exposure to losses in excess of the amounts accrued. With respect to outstanding legal matters, based on current knowledge, the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Legal fees are expensed as incurred. Homeowner Protection Coverage The Company offers an Accommodations Protection Program (the "Program") that covers the Company and the homeowner for up to $1 million per occurrence for liability arising from bodily injury or property damage suffered by a guest or a guest’s invitees at a vacation rental property managed by the Company. The Program also covers up to $1 million per occurrence for guest-caused damage to a covered property and up to $20,000 per occurrence for damage to contents. Program coverage applies only to covered incidents that occur during the period of a confirmed rental reservation for the property that is booked through the Company. The Program is administered by a third-party insurer under a commercial liability insurance policy and is subject to the policy terms and Program rules that are in effect at the time of an occurrence. The Program includes various market-standard conditions, limitations, and exclusions. Homeowners who sign a new vacation rental services agreement with the Company are automatically enrolled in the Program and charged a fixed amount per night of each confirmed vacation rental stay. A homeowner may opt out of the Program at any time by obtaining insurance coverage that covers use of the home as a vacation rental and completing an opt-out form. If an owner opts out of the Program, the homeowner’s insurance policies become primary for all occurrences and incidents that happen in or about the home. Indemnification As a matter of ordinary course, the Company provides indemnification clauses in commercial agreements where appropriate, in accordance with industry standard. As a result, the Company may be obligated to indemnify third parties for losses or damages incurred in connection with the Company’s operations or its non-compliance with contractual obligations. Additionally, the Company has entered into indemnification agreements with its officers and directors and its operating agreement contains certain indemnification obligations for officers and directors. It is not possible to determine the aggregate maximum potential loss pursuant to the aforementioned indemnification provisions and obligations due to the unique facts and circumstances involved in each particular situation. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | Note 4 - Subsequent Events Business Combination Agreement On July 28, 2021, the Company's parent, Vacasa Holdings LLC ("Vacasa Holdings") and the Company, along with certain of Vacasa Holdings' investors including Turnkey Vacations, Inc. (“TK Newco”), and certain other equity holders of Vacasa Holdings (together with TK Newco, the “Blockers”), and certain other parties entered into a Business Combination Agreement (“Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”) with TPG Pace Solutions Corporation (“TPG Pace”), pursuant to which, amount other things, and subject to the conditions therein: ● the D-1 Convertible Notes of Vacasa Holdings will convert into series D-1 preferred units of Vacasa Holdings and outstanding warrants to purchase common unit equity interests in Vacasa Holdings will be exercised in accordance with their terms; ● a restructuring will be completed such that, after giving effect to that restructuring, the Blockers will directly hold equity interests in Vacasa Holdings; ● Vacasa Holdings will recapitalize its outstanding equity interests into new common units (subject to substantially the same terms and conditions, including applicable vesting requirements) and certain other rights to acquire equity interests (“Vacasa Holdings' Recapitalization”); ● one (1) business day prior to the closing date of the transactions contemplated by the Business Combination Agreement (the “Closing”), TPG Pace will merge (the “Domestication Merger” and the proposal to approve the Domestication Merger, the “Domestication Merger Proposal”) with and into Vacasa, Inc., with Vacasa, Inc. surviving the Domestication Merger; ● at the effective time of the Domestication Merger (the “Domestication Merger Effective Time”), (a) each then issued and outstanding Class A ordinary share of TPG Pace will convert automatically, on a one-for-one basis, into a share of Vacasa Inc. Class A Common Stock; (b) each then issued and outstanding Class F ordinary share of TPG Pace will convert automatically, on a one-for-one basis, into a share of class F common stock of Vacasa Inc. (“Vacasa Class F Common Stock”, which thereafter will convert into shares of Vacasa, Inc. Class A Common Stock in accordance with the Vacasa, Inc. Certificate of Incorporation); (c) each then issued and outstanding Class G ordinary share of TPG Pace will convert automatically, on a one-for-one basis, into a share of class G common stock of Vacasa, Inc. (“Vacasa Class G Common Stock”); and (d) the common stock of Vacasa, Inc. held by Vacasa Holdings will be cancelled; ● investors party to Subscription Agreements will purchase, and Vacasa, Inc. will issue and sell to the investors, the number of shares of Vacasa, Inc. Class A Common Stock pursuant to and set forth in the Subscription Agreements against payment of the amount set forth in the Subscription Agreements; ● the investors party to the Forward Purchase Agreements will purchase, and Vacasa, Inc. will issue and sell to such investors, the number of shares of Vacasa, Inc. Class A Common Stock pursuant to and as set forth in the Forward Purchase Agreements against payment of the amount set forth in the Forward Purchase Agreements; ● through a series of separate merger transactions, the Blockers will merge with and into Vacasa, Inc., with Vacasa, Inc. ultimately surviving such merger transactions and owning the assets previously owned by the Blockers (the “Blocker Mergers”); ● immediately following the Blocker Mergers and in connection with the Closing, Vacasa, Inc. will contribute all of its assets (other than the interests in Vacasa Holdings it then holds and amounts necessary to fund any shareholder redemptions), which will consist of the amount of funds contained in TPG Pace’s trust account (the “Trust Account”) net of any deferred underwriting commissions and transaction expenses and amounts paid in respect of shareholder redemptions and including the net cash proceeds resulting from the share issuances contemplated by the Subscription Agreements and the Forward Purchase Agreements (collectively, “Available Cash”), less Vacasa Holdings' Cash Consideration, if applicable, to Vacasa Holdings in exchange for a number of OpCo Units of Vacasa Holdings such that Vacasa, Inc. thereafter will hold a number of OpCo Units of Vacasa Holdings equal to the total number of shares of Vacasa, Inc. Class A Common Stock (after giving effect to the conversion of the Vacasa Class F Common Stock in accordance with the Vacasa, Inc. Certificate of Incorporation) and Vacasa Class G Common Stock issued and outstanding immediately after giving effect to the Business Combination. ● on the date of the Closing, in connection with Vacasa Holdings' Recapitalization, the Domestication Merger and Blocker Mergers, as applicable: (a) Vacasa, Inc. will sell a number of shares of Vacasa, Inc. Class B Common Stock to each holder of OpCo Units for an amount per share equal to the par value thereof, (b) each Vacasa Holdings unit appreciation right award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an award of stock appreciation rights (each, a “Vacasa SAR Award”) covering shares of Vacasa, Inc. Class A Common Stock, (c) each option to purchase TK Newco stock that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase shares of Vacasa, Inc. Class A Common Stock (each, a “Vacasa Option”), (d) each Existing VH Holder entitled to receive a portion of the Vacasa Holdings Cash Consideration, if applicable, (other than the owners of the Blockers) will sell OpCo Units to Vacasa, Inc. in exchange for its allocable portion of the Vacasa Holdings Cash Consideration, if applicable, (at a price of $10 per OpCo Unit) and certain rights described in the Tax Receivable Agreement with respect to such OpCo Units sold, and (e) by virtue of each Blocker Merger, the outstanding equity interests in the applicable Blocker will be converted into the right to receive shares of Vacasa Class A Common Stock or other equity interests, a portion of the Vacasa Holdings Cash Consideration (if any), and certain rights as set forth in the Tax Receivable Agreement). The aggregate consideration in connection with the Business Combination will be based on an equity value for Vacasa Holdings of $3,963,000,000. This aggregate consideration is expected to consist solely of shares of Vacasa, Inc. valued at $10.00 per share/unit (the “Equity Consideration”). The Business Combination is being accomplished through what is commonly referred to as an “Up-C” structure. The closing of the Business Combination is subject to conditions including approval of the stockholders of TPG Pace and minimum available cash conditions of TPG Pace, as defined in the Business Combination Agreement. On November 10, 2021, the registration statement on Form S-4 filed by Vacasa, Inc. in connection with the Business Combination was declared effective by the U.S. Securities and Exchange Commission, and TPG Pace scheduled a special meeting for November 30, 2021 to approve the Business Combination. The Business Combination is expected to close promptly after the special meeting. |
Vacasa Holdings LLC [Member] | |
Subsequent Events | Note 14 - Subsequent Events Business Combination Agreement On July 28, 2021, the Company (following the business combination, sometimes referred to as "OpCo"), along with certain investors of the Company including Turnkey Vacations, Inc. (“TK Newco”), and certain other equity holders of the Company (together with TK Newco, the “Blockers”), and its wholly owned subsidiary Vacasa, Inc., a Delaware corporation formed on July 1, 2021, and certain other parties entered into a Business Combination Agreement (“Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”) with TPG Pace Solutions Corporation (“TPG Pace”), pursuant to which, amount other things, and subject to the conditions therein: ● the D-1 Convertible Notes of the Company will convert into series D-1 preferred units of the Company and outstanding warrants to purchase common unit equity interests in the Company will be exercised in accordance with their terms; ● a restructuring will be completed such that, after giving effect to that restructuring, the Blockers will directly hold equity interests in the Company; ● the Company will recapitalize its outstanding equity interests into new common units (subject to substantially the same terms and conditions, including applicable vesting requirements) and certain other rights to acquire equity interests (the “ the Company ’ s Recapitalization ” ); ● one (1) business day prior to the closing date of the transactions contemplated by the Business Combination Agreement (the “ Closing ” ), TPG Pace will merge (the “ Domestication Merger ” and the proposal to approve the Domestication Merger, the “ Domestication Merger Proposal ” ) with and into Vacasa, Inc., with Vacasa, Inc. surviving the Domestication Merger; ● at the effective time of the Domestication Merger (the “ Domestication Merger Effective Time ” ), (a) each then issued and outstanding Class A ordinary share of TPG Pace will convert automatically, on a one-for-one basis, into a share of Vacasa Inc. Class A Common Stock; (b) each then issued and outstanding Class F ordinary share of TPG Pace will convert automatically, on a one-for-one basis, into a share of class F common stock of Vacasa Inc. ( “ Vacasa Class F Common Stock ” , which thereafter will convert into shares of Vacasa, Inc. Class A Common Stock in accordance with the Vacasa, Inc. Certificate of Incorporation); (c) each then issued and outstanding Class G ordinary share of TPG Pace will convert automatically, on a one-for-one basis, into a share of class G common stock of Vacasa, Inc. ( “ Vacasa Class G Common Stock ” ); and (d) the common stock of Vacasa, Inc. held by the Company will be cancelled; ● investors party to Subscription Agreements will purchase, and Vacasa, Inc. will issue and sell to the investors, the number of shares of Vacasa, Inc. Class A Common Stock pursuant to and set forth in the Subscription Agreements against payment of the amount set forth in the Subscription Agreements; ● the investors party to the Forward Purchase Agreements will purchase, and Vacasa, Inc. will issue and sell to such investors, the number of shares of Vacasa, Inc. Class A Common Stock pursuant to and as set forth in the Forward Purchase Agreements against payment of the amount set forth in the Forward Purchase Agreements; ● through a series of separate merger transactions, the Blockers will merge with and into Vacasa, Inc., with Vacasa, Inc. ultimately surviving such merger transactions and owning the assets previously owned by the Blockers (the “ Blocker Mergers ” ); ● immediately following the Blocker Mergers and in connection with the Closing, Vacasa, Inc. will contribute all of its assets (other than the interests in the Company it then holds and amounts necessary to fund any shareholder redemptions), which will consist of the amount of funds contained in TPG Pace ’ s trust account (the “ Trust Account ” ) net of any deferred underwriting commissions and transaction expenses and amounts paid in respect of shareholder redemptions and including the net cash proceeds resulting from the share issuances contemplated by the Subscription Agreements and the Forward Purchase Agreements (collectively, “ Available Cash ” ), less the Company ’ s Cash Consideration, if applicable, to the Company in exchange for a number of OpCo Units of the Company such that Vacasa, Inc. thereafter will hold a number of OpCo Units of the Company equal to the total number of shares of Vacasa, Inc. Class A Common Stock (after giving effect to the conversion of the Vacasa Class F Common Stock in accordance with the Vacasa, Inc. Certificate of Incorporation) and Vacasa Class G Common Stock issued and outstanding immediately after giving effect to the Business Combination; ● on the date of the Closing, in connection with the Company ’ s Recapitalization, the Domestication Merger and Blocker Mergers, as applicable: (a) Vacasa, Inc. will sell a number of shares of Vacasa, Inc. Class B Common Stock to each holder of OpCo Units for an amount per share equal to the par value thereof, (b) each Vacasa Holdings unit appreciation right award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an award of stock appreciation rights (each, a “ Vacasa SAR Award ” ) covering shares of Vacasa, Inc. Class A Common Stock, (c) each option to purchase TK Newco stock that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase shares of Vacasa, Inc. Class A Common Stock (each, a “ Vacasa Option ” ), (d) each Existing VH Holder entitled to receive a portion of the Vacasa Holdings Cash Consideration, if applicable, (other than the owners of the Blockers) will sell OpCo Units to Vacasa, Inc. in exchange for its allocable portion of the Vacasa Holdings Cash Consideration, if applicable, (at a price of $10 per OpCo Unit) and certain rights described in the Tax Receivable Agreement with respect to such OpCo Units sold, and (e) by virtue of each Blocker Merger, the outstanding equity interests in the applicable Blocker will be converted into the right to receive shares of Vacasa Class A Common Stock or other equity interests, a portion of the Vacasa Holdings Cash Consideration (if any), and certain rights as set forth in the Tax Receivable Agreement). The aggregate consideration in connection with the Business Combination will be based on an equity value for the Company of $3,963,000,000. This aggregate consideration is expected to consist solely of shares of Vacasa, Inc. valued at $10.00 per share/unit (the “Equity Consideration”). The Business Combination is being accomplished through what is commonly referred to as an “Up-C” structure. The closing of the Business Combination is subject to conditions including approval of the stockholders of TPG Pace and minimum available cash conditions of TPG Pace, as defined in the Business Combination Agreement. On November 10, 2021, the registration statement on Form S-4 filed by Vacasa, Inc. in connection with the Business Combination was declared effective by the U.S. Securities and Exchange Commission, and TPG Pace scheduled a special meeting for November 30, 2021 to approve the Business Combination. The Business Combination is expected to close promptly after the special meeting. In connection with the execution Business Combination Agreement described above, the Company modified the existing provisions of its UARs such that the existing performance condition is deemed satisfied upon the consummation of the Business Combination and continued service by the holder for a period of 180 days after the Business Combination. The existing service vesting requirements under the UAR awards were otherwise not modified. The modification results in compensation cost being measured based on the modification date fair value, and the Company will begin recognizing compensation cost for these awards upon consummation of the Business Combination. Credit Agreement In October 2021, the Company, through a wholly-owned subsidiary (the “Borrower”), and certain of its subsidiaries (collectively, the “Guarantors”) entered into a credit agreement with JPMorgan Chase Bank N.A. and the other lenders party thereto from time to time (the “Credit Agreement"; capitalized terms used herein and not otherwise defined are used as defined in the Credit Agreement). The Credit Agreement includes a $55 million revolving credit facility and a $16 million letter of credit sublimit. Proceeds may be used for working capital and general corporate purposes. The Credit Agreement matures on October 7, 2026. Borrowings under the Revolving Credit Facility are subject to interest, determined as follows: ● Alternate Base Rate (“ABR”) borrowings accrue interest at a rate per annum equal to the ABR plus a margin of 1.50%. The ABR is equal to the greatest of (i) the Prime Rate, (ii) the NYFRB Rate plus 0.50%, and (iii) the Adjusted LIBO Rate for a one-month interest period plus 1.0%, subject to a 1.0% floor. ● Eurocurrency borrowings accrue interest at a rate per annum equal to the Adjusted LIBO Rate plus a margin of 2.50%. The Adjusted LIBO Rate is calculated based on the applicable LIBOR for U.S. dollar deposits, subject to a 0.00% floor, multiplied by a fraction, the numerator of which is one and the denominator of which is one minus the maximum effective reserve percentage for Eurocurrency funding. Borrowings under the Revolving Credit Facility do not amortize and are due and payable on October 7, 2026. Amounts outstanding under the Revolving Credit Facility may be voluntarily prepaid at any time and from time to time, in whole or in part, without premium or penalty. In addition to paying interest on the principal amounts outstanding under the Revolving Credit Facility, the Company is required to pay a commitment fee on unused amounts at a rate of 0.25% per annum. The Company is also required to pay customary letter of credit and agency fees. The Credit Agreement contains customary covenants. In addition, the Credit Agreement includes a financial covenant that is applicable if, on the last day of any Test Period, the aggregate outstanding principal amount of Revolving Loans and Letters of Credit exceeds 35.0% of the then-outstanding revolving commitments. The financial covenant requires the Company to achieve at least 60.0% of certain projected revenue targets specified in the Credit Agreement, measured on a trailing four-quarter basis, as of the last date of each fiscal quarter. The obligations of the Borrower and the Guarantors are unsecured until the earlier of the completion of the Business Combination Agreement, termination of the Business Combination Agreement, or December 31, 2021, whereupon the obligations of the Borrower and the Guarantors are secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Basis of Presentation | Basis of Presentation — The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, changes in stockholder’s equity and cash flows have not been presented in the financial statements because there have been no activities since incorporation. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires the Company’s 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 balance sheet. Actual results could differ from those estimates. |
Vacasa Holdings LLC [Member] | |
Basis of Presentation | Basis of Presentation The accompanying interim Condensed Consolidated Financial Statements include the accounts of Vacasa Holdings, LLC and subsidiaries ("Vacasa" or the "Company"). All significant intercompany balances and transactions were eliminated. The Condensed Consolidated Balance Sheet as of December 31, 2020 is derived from the Company's annual audited Consolidated Financial Statements for the fiscal year ended December 31, 2020, included in the Company's final proxy statement/prospectus filed with the SEC pursuant to Rule 424(b)(3) on November 10, 2021, which should be read in conjunction with these Condensed Consolidated Financial Statements. These Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information in footnote disclosures normally included in annual financial statements was condensed or omitted for the interim periods presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows expected for the year. |
Reorganization Transaction | Reorganization Transaction The Company began operations in 2009 through its wholly owned subsidiary Vacasa LLC, an Oregon limited liability company. In August 2017, Vacasa LLC was converted to a Delaware limited liability company. On May 20, 2020, Vacasa Holdings LLC, a Delaware limited liability company, was formed. On May 21, 2020, Vacasa LLC, as initial sole member of the Company, pursuant to a Plan of Merger agreement, completed a reorganization of its legal entity structure whereby the existing equity holders of Vacasa LLC, exchanged their ownership interests in Vacasa LLC for proportionate ownership interests in Vacasa Holdings LLC. As a result, Vacasa Holdings LLC became the parent company of Vacasa LLC and its subsidiaries (the "Reorganization"). Prior to the Reorganization, all of the assets and operations of Vacasa Holdings LLC were those of its subsidiary, Vacasa LLC. The Reorganization was accounted for as a transaction between entities under common control, and accordingly, there was no change in the basis of the underlying assets and liabilities. The condensed consolidated financial statements are reflective of the changes that occurred as a result of the Reorganization. Prior to May 21, 2020, the condensed consolidated financial statements of the Company reflect the net assets and operations of Vacasa LLC. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. 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 amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in the condensed consolidated financial statements include, but are not limited to, the useful lives of property and equipment and intangibles assets, allowance for doubtful accounts, valuation of assets acquired and liabilities assumed in business acquisitions and related contingent consideration, valuation of warrants, valuation of redeemable convertible preferred units, equity-based compensation, and evaluation of recoverability of long-lived assets. Actual results may differ materially from such estimates. Management believes that the estimates, and judgments upon which they rely, are reasonable based upon information available to them at the time that these estimates and judgments are made. To the extent that there are material differences between these estimates and actual results, the Company’s condensed consolidated financial statements will be affected. |
COVID19 Impacts | COVID-19 Impacts In December 2019, a novel strain of coronavirus disease (“COVID-19”) was reported and in March 2020, the World Health Organization characterized COVID-19 as a global pandemic. The COVID-19 pandemic has forced international, federal, state, and local governments to enforce prohibitions of non-essential activities. Beginning at the end of the Company’s first quarter of 2020, the Company experienced a significant decline in revenue resulting from a decrease in bookings and an increase in cancellations, which in turn impacted nights sold. Due to the impact that the reduction in bookings initially had on its financial condition, $108.1 million of Senior Secured Convertible Notes were issued to provide for liquidity and fund other general corporate initiatives. See additional information as described in Note 9 - Debt. The Company also took steps to mitigate the adverse impacts from the COVID-19 pandemic through cost reduction measures including lower discretionary and overhead spending, as well as temporary employee furloughs, which primarily occurred in the second quarter of fiscal 2020. In May 2020, the Company initiated an internal reorganization and reduction of its workforce, primarily in North America, resulting in the elimination of approximately 850 positions. During the three months ended September 30, 2020, there were no charges recorded as a result of these reductions. During the nine months ended September 30, 2020, charges recorded as a result of these reductions were $5.0 million, of which $1.5 million was recorded to operations and support, $1.2 million to sales & marketing, $1.1 million to general and administrative expenses, $1.0 million to technology and development, and $0.2 million to cost of revenue in the condensed consolidated statement of operations. The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The Company analyzed the various income tax and non-income tax provisions of the CARES Act based on currently available technical guidance and determined that aside from an impact to the timing of cash flows, there is no material impact to the Company’s condensed consolidated financial statements. Specifically, as it relates to the Company, the CARES Act allows for deferred payment of the employer-paid portion of social security taxes through the end of 2020, with 50% due on December 31, 2021 and the remainder due on December 31, 2022. For the year ended December 31, 2020, the Company deferred approximately $7.6 million of the employer-paid portion of social security taxes. As of September 30, 2021 and December 31, 2020, the current portion of $3.8 million is included in accrued expenses and other current liabilities and the non-current portion of $3.8 million is included in other long-term liabilities on the condensed consolidated balance sheets. The Company will continue to assess the effect of the CARES Act and ongoing other government legislation related to the COVID-19 pandemic that may be issued. The Canada Emergency Wage Subsidy (CEWS) was announced on March 27, 2020. Under this program, qualifying businesses can receive a subsidy for up to 75% of their employees’ wages, subject to certain limitations. For the three and nine months ended September 30, 2021, the Company received $0.4 million and $1.6 million, respectively, of wage subsidy from the Canadian government as part of the CEWS. For the three and nine months ended September 30, 2020, the Company received $0.7 million and $0.9 million, respectively, of wage subsidy from the Canadian government as part of the CEWS. These subsidies are included in operating costs and expenses in the condensed consolidated statement of operations. |
Exit from European and Latin America Operations | Exit from European and Latin America Operations In addition to the specific responses to COVID-19 above, in the second half of the year ended December 31, 2020, the Company’s management made the decision to realign the Company’s business and strategic priorities which resulted in the wind-down of a significant portion of the Company’s international operations by December 31, 2020. While some of these activities continued into 2021, the majority of these actions were completed by December 31, 2020. As of December 31, 2020, the Company had accrued restructuring charges related to the internal reorganization and restructuring actions of $2.2 million, primarily consisting of accrued severance included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. As of September 30, 2021, the accrued restructuring charges related to the internal reorganization and restructuring actions were not material. |
Segments | Segments Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker ("CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information on a condensed consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates one reportable segment. The majority of the Company's revenue is earned in the United States. The Company's revenues earned outside of the United States did not exceed 10% of total revenues for the three and nine month periods ended September 30, 2021 and 2020, respectively. Long-lived assets by geographical location is based on the location of the legal entity that owns the asset. As of September 30, 2021 and December 31, 2020, the majority of the Company's long-lived assets were located in the United States. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash includes demand deposits with banks and financial institutions, as well as cash in transit from payment processors. Cash equivalents includes short-term, highly liquid securities, including money market funds and term deposit investments with maturities of 90 days or less when purchased and their carrying values approximate fair value due to their short-term nature. The Company generally places its cash, cash equivalents, and restricted cash with major financial institutions deemed to be of high-credit-quality in order to limit its credit exposure. The Company maintains its cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. Restricted cash primarily represents payments made by guests in advance of reservations that are required to be held in escrow accounts until the rescission period expires in accordance with U.S. state regulations. The following table reconciles cash, cash equivalents and restricted cash reported on the Company's condensed consolidated balance sheets to the total amount of cash, cash equivalents and restricted cash presented on the condensed consolidated statement of cash flows (in thousands): As of September 30, As of December 31, 2021 2020 Cash and Cash Equivalents $ 150,417 $ 218,484 Restricted Cash 135,079 72,528 Total $ 285,496 $ 291,012 |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net primarily represents amounts owed by homeowners for reimbursable expenses incurred by the Company in accordance with the homeowner contract, amounts owed the Company from third-party distribution partners, acting as a merchant of record, for guest stays that have commenced, and amounts owed from the community and homeowner associations for services provided. The allowance for doubtful accounts is estimated based on historical experience, aging of the receivable, the counterparty’s ability to pay, condition of general economy and industry, and other factors. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. As of September 30, 2021 and December 31, 2020, the Company's allowance for doubtful accounts was $9.2 million and $8.9 million, respectively. Bad debt expense for the three and nine months ended September 30, 2021 was $(0.2) million and $1.2 million, respectively. Bad debt expense for the three and nine months ended September 30, 2020 was $3.4 million and $4.6 million, respectively. Bad debt expense is recorded as a component of general and administrative expense in the condensed consolidated statements of operations. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost or at fair value for assets acquired as part of a business combination. Costs of maintenance and repairs that do not improve or extend the useful lives of assets are expensed as incurred. Property and equipment includes capitalized costs related to the development of the Company’s technology platform, mobile apps, and marketplace. Software development costs related to software developed or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, are capitalized during the application development stage of the project. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage are expensed as incurred. Additionally, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality to existing software. Depreciation of such costs begins when the project milestones are substantially complete and software is ready for its intended use. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Upon retirement or sale, the cost and related accumulated depreciation are removed from the condensed consolidated balance sheet and the resulting gain or loss is recorded as a component of General and administrative expense in the condensed consolidated statements of operations. Gains and losses on disposal of assets were not material for the three and nine month periods ended September 30, 2021 and 2020, respectively. |
Intangible Assets, net | Intangible Assets, net The Company’s intangible assets consist primarily of acquired homeowner contracts, databases, photos and property listings, tradenames, noncompete agreements, and other. Intangible assets are recorded at fair value as of the date of acquisition and are amortized on a straight-line basis over an estimated economic life ranging from 1 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets or asset groups for indicators of possible impairment by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group and its eventual disposal when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved and based on assumptions representative of market participants. Long-lived asset impairments are recorded as a component of General and administrative expenses in the condensed consolidated statement of operations. Long-lived asset impairment losses were not material for the three and nine month periods ended September 30, 2021 and 2020, respectively. |
Business Combinations | Business Combinations In accordance with applicable accounting standards, the Company estimates the fair value of assets acquired and liabilities assumed as of the acquisition date of each business combination. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Management makes certain estimates and assumptions when determining the fair values of assets acquired and liabilities assumed, including intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from homeowner contracts, databases, photos and property listings, and trade names, as well as discount rates. At the acquisition date, the Company will also record acquisition related liabilities, if applicable, for any contingent consideration or deferred payments to the seller. Contingent consideration is recorded at fair value on the acquisition date based on Company’s expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the contingent consideration liabilities, recorded as a component of accrued expenses and other current liabilities and other long-term liabilities on the condensed consolidated balance sheets, are remeasured each reporting period after the acquisition date and any changes in the estimated fair value are reflected as gains or losses in general and administrative expense in the condensed consolidated statement of operations. The deferred payments to sellers are recognized on the acquisition date at fair value by calculating the risk adjusted present value of the deferred cash payments to be made to the seller. The deferred payment to seller balances were $16.4 million and $8.9 million, as of September 30, 2021 and December 31, 2020, respectively, which are recorded as a component of accrued expenses and other current liabilities and other long-term liabilities in the condensed consolidated balance sheets based on the expected timing of settlement. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. Transaction costs associated with business combinations are expensed as incurred. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company has one reporting unit which the Company tests for impairment on the first day of the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, it is unnecessary to perform a quantitative analysis. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. There were no impairment charges in any of the periods presented in the condensed consolidated financial statements. Refer to Note 6 - Intangible Assets, Net and Goodwill, for additional information. |
Loss Contingencies | Loss Contingencies The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are both probable and can reasonably be estimated. These accruals are adjusted as additional information becomes available or circumstances change. |
Leases | Leases The Company accounts for leases under the provisions of Accounting Standards Codification ("ASC)" Topic 840, Leases, which requires that leases be evaluated and classified as operating or capital leases for financial reporting purposes. The terms used for the evaluation include renewal option periods in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty. Leases are classified as capital leases whenever the terms of the lease substantially transfer all of the risks and rewards of ownership to the lessee. The Company’s operating leases pertain to the Company’s corporate office locations, field operation locations and vacation properties whereby the Company takes control of a third-party’s property during the lease period for purpose of renting the property on a short-term basis. The Company recognizes rent expense on operating leases on a straight-line basis over the non-cancellable lease term. Operating leases with landlord-funded leasehold improvements are considered tenant allowances and are amortized as a reduction of rent expense over the non-cancellable lease term. Deferred rent liabilities, which are calculated as the difference between contractual lease payments and the straight-line rent expense, are recorded in other long-term liabilities in the condensed consolidated balance sheets. |
Fair Value | Fair Value The Company measures certain assets and liabilities at fair value on a recurring basis based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: Level 1 - Level 2 - Level 3 - The carrying amounts of certain of the Company’s financial instruments, which include cash equivalents, accounts receivable, net, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values due to their short maturities. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with its Customers. The Company operates a vertically-integrated vacation rental platform. The Company collects nightly rent on behalf of homeowners and earns the majority of its revenue from commissions on rent and from additional reservation-related fees paid by guests when a vacation rental is booked directly through the Company’s website or app or through its distribution partners. The majority of the Company’s vacation homes under management are located in the United States. The Company considers both the homeowners and guests to be its customers. The Company fulfills its obligations to its customers in various ways, depending on the nature of the contract. For all performance obligations, sales taxes are excluded from the transaction price. Vacation Rental Platform Under the Company’s homeowner contracts, the Company acts as the sole and exclusive agent on the homeowners’ behalf to perform an integrated agency service that consists of a) acting as the vacation home letting agent and direct intermediary between the homeowner and the guest, b) performing routine care of the vacation property during the stay and upon guest departure, c) 24/7 contact center support for guests and homeowners as well as local operations support, and d) performing inspections, routine maintenance, minor repairs, and inventory management of required supplies of the property. The integrated agency service provided to homeowners represents a single distinct performance obligation. The Company markets homes on its platform directly on vacasa.com and its guest app, and via its third-party distribution partners. Upon confirmation of a vacation home booking by a guest, the Company, on behalf of a homeowner, agrees to provide use of the vacation home for a specified period of time. At the time of booking, the guest agrees to pay the total booking value which is comprised of the nightly reservation rate, other reservation-related fees, and applicable sales taxes. The transaction price under the homeowner contracts represents variable consideration as the amount to which the Company is entitled depends on the total amount collected for each reservation. The uncertainty associated with the transaction price is generally resolved upon the booking, subject to estimates for cancellations and refunds. In accordance with the Company’s homeowner contracts, the Company earns commission revenue for a portion of the nightly rate and the other reservation-related fees for the integrated agency and guest services rendered. The total booking value is generally due prior to the commencement of the reservation. The total booking value collected in advance of the reservation is recorded on the balance sheets as funds payable to owners, hospitality and sales taxes payable and deferred revenue in the amount obligated to the homeowner, the taxing authority, and the Company, respectively. While the guest primarily interacts with the Company as part of the booking process, the homeowner is primarily responsible for fulfilling the promise to the guest, and as a result, the Company recognizes commission revenue net of the amount due to the homeowner under the contract. The performance obligation to provide the integrated agency services and guest services meets the criteria for recognition over time as the homeowner and guest simultaneously receive and consume the benefits from the services. The Company recognizes revenue for these services over the duration of each guest stay. The Company primarily remits payments to the homeowners for the portion of the total booking value obligated to the homeowner for completed guest stays on a monthly basis, except in certain regulated markets in which a portion of the amount obligated to the homeowner is paid in advance. In the event a booked reservation is cancelled, we may offer a refund or a future stay credit up to the value of the cancelled reservation. Future stay credits are recognized as a liability on our condensed consolidated balance sheets. In certain instances, the Company may also offer a refund related to a completed stay. The Company accounts for these refunds as variable consideration, which results in a reduction to revenue. The estimate for variable consideration was not material for any of the periods presented. In addition to providing the integrated agency services under the homeowner contract, the Company may also provide home care solutions directly to the homeowner, such as home maintenance and improvement services, linen and towel supply programs, supplemental housekeeping services, and other related services, for a separately agreed upon fee. These services may be provided by Company personnel or by third party contractors acting on the Company’s behalf. The Company recognizes these revenues on a gross basis as the Company is primarily responsible for providing these goods and services to the customer. These services represent distinct performance obligations provided to the homeowner as our customer. Fees for home care solutions are generally charged on a monthly basis in accordance with the homeowner contract and may be recognized at that point in time or over the duration of the service provided. Other Services In addition to providing vacation rental platform services, the Company provides other services including real estate brokerage and management services to community associations. The purpose of these services is to attract and retain homeowners as customers of the Company’s vacation rental platform. Under the real estate brokerage services, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as cost of revenue in the condensed consolidated statements of operations. Under the community association management services, the Company provides common area property management, community governance, and association accounting services to community and homeowner associations in exchange for a management fee and other incrementally billed services. The services represent an individual performance obligation in which the Company has determined its primarily responsible. Revenue is recognized over time as services are rendered for the management fee and incrementally billed services are recognized at a point in time. Disaggregation of Revenue A disaggregation of the Company’s revenues by nature of the Company’s performance obligations are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Vacation rental platform $ 317,691 $ 176,294 $ 661,933 $ 355,869 Other services 12,236 9,832 35,021 26,982 Total $ 329,927 $ 186,126 $ 696,954 $ 382,851 Contract Liability Balances Contract liability balances on the Company’s condensed consolidated balance sheets consist of deferred revenue for amounts collected in advance of a guest-stay, limited to the amount of the booking to which the Company expects to be entitled as revenue. The Company’s deferred revenue balances exclude funds payable to owners and hospitality and sales taxes payable, as those amounts will not result in revenue recognition. Deferred revenue is reduced over the period in which a guest completes a stay and are recognized in revenue. Substantially all of the deferred revenue balances at the end of each fiscal year are expected to be recognized as revenue in the subsequent year. Costs to Obtain a Contract The Company capitalizes certain costs it incurs to obtain new homeowner contracts when those costs are expected to be recovered through revenues generated from the contract. Capitalized amounts are amortized on a straight-line basis over the estimated life of the customer through Sales and marketing in the condensed consolidated statement of operations. Costs to obtain a contract capitalized as of September 30, 2021 and December 31, 2020 were $10.2 million and $7.7 million, respectively, and were recorded as a component of Prepaid expenses and other current assets and Other long-term assets in the condensed consolidated balance sheets. The amount of amortization recorded for the three and nine months ended September 30, 2021 was $1.0 million and $2.8 million, respectively. The amount of amortization recorded for the three and nine months ended September 30, 2020 was $0.8 million and $2.3 million, respectively. |
Cost of Revenue, Exclusive of Depreciation and Amortization | Cost of Revenue, Exclusive of Depreciation and Amortization Cost of revenue, exclusive of depreciation and amortization, consists primarily of employee compensation costs, which includes wages, benefits, and payroll taxes, and outside service costs for housekeeping, home maintenance, payment processing fees for merchant fees and chargebacks, laundry expenses, housekeeping supplies, as well as fixed rent payments on certain owner contracts. |
Operations and Support | Operations and Support Operations and support costs consist primarily of compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation, for employees that support the Company’s local operations teams in the field. Also included is the cost of contact center customer support, both employees and vendors, and the allocation of facilities and certain corporate costs. |
Technology and Development | Technology and Development Technology and development expenses consist primarily of compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation, for salaried employees and payments to contractors, net of capitalized expenses, engaged in the design, development, maintenance and testing of the Company's platform, including websites, mobile applications, and other products. Costs qualifying for capitalization are recorded as a reduction of our technology and development expenses and are capitalized as internal-use software within property and equipment on the condensed consolidated balance sheets. These assets are depreciated over their estimated useful lives and are reported in depreciation on our condensed consolidated statements of operations. Also included within technology and development are information technology costs to support infrastructure, applications and overall monitoring and security of networks, and other costs including for cloud, licensing and maintenance. Research and development expenses were not material for the three and nine months ended September 30, 2021 and 2020, respectively. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of compensation costs, which includes wages, sales commissions, benefits, payroll taxes, and equity-based compensation for the Company's sales force and marketing personnel, payments to channel partners for guest reservations, digital and mail-based advertising costs for homeowners, advertising costs for search engine marketing and other digital guest advertising, and brand marketing. The Company expenses advertising and other promotional expenditures as incurred. Advertising expenses for the three and nine month periods ended September 30, 2021 were $5.9 million and $12.9 million, respectively. Advertising expenses for the three and nine month periods ended September 30, 2020 were $1.4 million and $5.2 million, respectively. |
General and Administrative | General and Administrative General and administrative expenses primarily consist of personnel related compensation costs, including equity-based compensation, for executive management and administrative employees, including finance and accounting, human resources, communications, and legal, as well as general corporate and director and officer insurance. General and administrative costs also include professional services fees, including accounting, legal and consulting expense, rent expense for corporate facilities and storage, office supplies, and travel and entertainment expenses. |
Depreciation | Depreciation Depreciation expense consists of depreciation on capitalized internally developed software costs, furniture and fixtures, buildings and improvements, leasehold improvements, technology software, and computer equipment. |
Amortization of Intangible Assets | Amortization of Intangible Assets Amortization of intangible asset expense consists of non-cash amortization expense of the acquired intangible assets, primarily homeowner contracts, which are recognized on a straight-line basis over their estimated useful lives. |
Income Taxes | Income Taxes The Company and many of its subsidiaries are limited liability companies taxed as partnerships for which the taxable income or loss is allocated to the members, thus the Company is not subject to income tax. Accordingly, the condensed consolidated financial statements do not include a provision for federal income taxes on the flow-through taxable income or loss from Vacasa Holdings LLC. Certain of the Company’s operating subsidiaries are considered taxable corporations for U.S. or foreign income tax purposes. Where taxable, the Company accounts for income taxes using the asset and liability method which requires the recognition of deferred tax amounts for the expected future tax consequences of events that have been included in the financial statements and tax carryforwards. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to the year in which the differences are expected to reverse. The deferred tax effect of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit for which the future realization is not more-likely-than-not based on an evaluation of all available positive and negative evidence. The tax benefit of an uncertain tax position is recognized only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date. For those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authorities. The Company recognizes future accrued interest and penalties related to unrecognized tax benefits in income tax expense and in tax related liabilities on the balance sheet. |
Foreign Currencies | Foreign Currencies The Company’s reporting currency is the U.S. dollar. Operations in the Company’s subsidiaries outside the United States (U.S.) are recorded in the functional currency of each subsidiary which is determined by a review of the environment where each subsidiary primarily generates and expends cash. The results of operations for the Company’s foreign subsidiaries outside the United States are translated from functional currencies into U.S. dollars using the weighted average currency rate for the period. Assets and liabilities are translated using the period end exchange rates. The U.S. dollar effects that arise from translating the net assets of these subsidiaries are recorded in other comprehensive income (loss). |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act (the "JOBS Act"), allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the Jumpstart Our Business Startups Act of 2012. The adoption dates discussed below reflect this election. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2023. The Company is currently in the process of evaluating the impact of this new guidance on its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) - Vacasa Holdings LLC [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of cash, cash equivalents and restricted cash | As of September 30, As of December 31, 2021 2020 Cash and Cash Equivalents $ 150,417 $ 218,484 Restricted Cash 135,079 72,528 Total $ 285,496 $ 291,012 |
Schedule of disaggregation of the revenues by nature | A disaggregation of the Company’s revenues by nature of the Company’s performance obligations are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Vacation rental platform $ 317,691 $ 176,294 $ 661,933 $ 355,869 Other services 12,236 9,832 35,021 26,982 Total $ 329,927 $ 186,126 $ 696,954 $ 382,851 |
Acquisitions (Tables)
Acquisitions (Tables) - Vacasa Holdings LLC [Member] - TurnKey Vacation Rentals, Inc. | 9 Months Ended |
Sep. 30, 2021 | |
Business Acquisition [Line Items] | |
Schedule of purchase consideration | Fair Value Cash consideration paid to TurnKey Vacation Rentals, Inc. $ 45,000 Fair value of Vacasa's common stock units issued to TurnKey Vacation Rentals, Inc. 573,800 Total purchase consideration $ 618,800 |
Schedule of fair value of assets acquired and liabilities assumed | The acquisition was accounted for under the acquisition method of accounting. The preliminary fair values assigned to the assets acquired and liabilities assumed were based on the Company's estimates and assumptions using various market, income, and cost valuation approaches. The following table summarizes the preliminary allocation of fair value of assets acquired and liabilities assumed in the transaction (in thousands): Amount Cash and cash equivalents $ 40,461 Restricted cash 14,444 Accounts receivable, net 3,548 Prepaid expenses and other current assets 7,614 Property and equipment 1,494 Intangible assets 107,600 Total assets acquired 175,161 Accounts payable (8,446) Funds payable to owners (20,393) Hospitality and sales taxes payable (5,575) Deferred revenue (5,953) Future stay credits (10,601) Accrued expenses and other liabilities (8,474) Other long-term liabilities (5,850) Total liabilities assumed (65,292) Net assets purchased 109,869 Goodwill 508,931 Total purchase consideration $ 618,800 |
Summary of preliminary identifiable intangible assets | The Company’s preliminary identifiable intangible assets acquired consisted of the following as of the acquisition date (in thousands): Estimated Useful Life Fair Value Homeowner contracts 5 years $ 102,300 Database and listings 1 year $ 3,400 Trademark, trade name, brand name 1 year $ 1,900 Total identifiable intangible assets $ 107,600 |
Schedule of pro forma financial information | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 329,927 $ 224,569 $ 728,516 $ 452,486 Net income (loss) 32,917 8,773 (33,309) (81,501) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - Vacasa Holdings LLC [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of financial assets and liabilities that were measured at fair value on a recurring basis | The following tables set forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis (in thousands): As of September 30,2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 35,926 $ 35,926 Warrant derivative liabilities (Note 10) — — 16,833 16,833 As of December 31,2020 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 7,681 $ 7,681 Warrant derivative liabilities (Note 10) — — 6,516 6,516 |
Schedule of fair value liabilities measured on recurring basis unobservable input reconciliation | A reconciliation of the common unit and Series A preferred unit warrant derivative liabilities measured and recorded at fair value on a recurring basis using significant unobservable inputs is as follows (in thousands): Nine Months Ended September 30, Year Ended December 30, 2021 2020 Balance, beginning of period $ 6,516 $ 3,950 Change in fair value of warrant derivative liabilities included in earnings 10,317 6,637 Fair value of the warrants exercised during the period — (4,071) Balance, end of period $ 16,833 $ 6,516 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): As of September 30, As of December 31, Useful lives (years) 2021 2020 Land Indefinite $ 11,612 $ 11,612 Buildings and building improvements 12-35 9,298 9,084 Leasehold improvements Shorter of estimated useful life or lease term 6,726 6,108 Computer equipment 3 10,587 7,376 Furniture, fixtures, and other 2-12 14,664 12,769 Vehicles 2-8 5,580 4,427 Internal-use software 4 42,700 38,150 Total 101,167 89,526 Less: Accumulated depreciation (38,190) (24,439) Property and equipment, net $ 62,977 $ 65,087 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) - Vacasa Holdings LLC [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Intangible assets | Intangible assets, net consisted of the following (in thousands): Weighted Average Useful As of September 30, 2021 Life Remaining Gross carrying Accumulated Net carrying (Years) amount amortization amount Homeowner contracts 5 $ 229,616 $ (37,953) $ 191,663 Databases, photos, and property listings 1 24,261 (13,155) 11,106 Trade names 1 9,708 (7,605) 2,103 Other 1 4 15,712 (3,380) 12,332 Total intangible assets $ 279,297 $ (62,093) $ 217,204 Weighted Average Useful As of December 31, 2020 Life Remaining Gross carrying Accumulated Net carrying (Years) amount amortization amount Homeowner contracts 7 $ 80,835 $ (17,097) $ 63,738 Databases, photos, and property listings 3 18,159 (7,765) 10,394 Trade names 1 7,215 (4,454) 2,761 Other 1 2 2,665 (2,132) 533 Total intangible assets $ 108,874 $ (31,448) $ 77,426 1 |
Schedule of Company's estimated future amortization of intangible assets | The Company's estimated future amortization of intangible assets as of September 30, 2021 is expected to be as follows: Year ending December 31: Amount Remainder of 2021 $ 13,191 2022 46,186 2023 42,384 2024 37,483 2025 34,550 Thereafter 43,410 Total $ 217,204 |
Schedule of Changes in the Company's goodwill | The following table summarizes the changes in the Company’s goodwill balance (in thousands): Nine Months Ended September 30, Year Ended December 31, 2021 2020 Balance at beginning of period $ 121,487 $ 115,914 Acquisitions 588,413 5,486 Foreign exchange translation and other 62 87 Balance at end of period $ 709,962 $ 121,487 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Summary of rent expense recognized | Rent expense recognized was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Costs of revenue $ 1,650 $ 2,151 $ 4,595 $ 7,279 Operations and support 4,885 4,625 11,838 11,679 General and administrative 1,652 1,242 4,588 3,421 Total rent expense $ 8,187 $ 8,018 $ 21,021 $ 22,379 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Schedule of Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Employee-related accruals $ 26,933 $ 13,409 Homeowner reserves 6,120 4,962 Warrant derivative liabilities 16,833 6,516 Current portion of acquisition liabilities 26,135 10,460 Other current liabilities 9,904 8,675 Total accrued expenses and other current liabilities $ 85,925 $ 44,022 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Vacasa Holdings LLC [Member] | |
Summary of long-term debt obligations | The Company’s long-term debt obligations consisted of the following (in thousands): As of September 30, As of December 31, 2021 2020 Senior Secured Convertible Notes $ 118,542 $ 112,793 Other 910 764 Total debt 119,452 113,557 Less deferred financing costs 1,270 1,743 Less current maturities 1 125 125 Long-term portion $ 118,057 $ 111,689 1 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Units and Equity (Tables) - Vacasa Holdings LLC [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of authorized and outstanding redeemable convertible preferred units | The following tables present the Company’s authorized and outstanding redeemable convertible preferred units (in thousands except per unit amounts): As of September 30, 2021 Units Aggregate Issued and Issuance Price Per Net Carrying Liquidation Units Authorized Outstanding Unit Value Preference Series A 35,000 33,107 1.00 $ 111,688 $ 39,724 Series B 69,933 69,933 1.48 278,827 125,755 Series B-2 47,000 32,000 2.00 145,965 74,139 Series C 105,992 95,686 2.64 498,036 277,970 Series C-1 28,256 28,256 1.85 124,083 56,907 Series C-2 8,706 8,706 1.98 39,481 18,968 Series D-1 150,000 — — — — Series D-2 300,000 — — — — Total 744,887 267,688 $ 1,198,080 $ 593,463 As of December 31, 2020 Units Aggregate Issued and Issuance Price Per Net Carrying Liquidation Units Authorized Outstanding Unit Value Preference Series A 35,000 33,107 1.00 $ 68,334 $ 38,288 Series B 69,933 69,933 1.48 175,416 121,209 Series B-2 47,000 32,000 2.00 94,261 71,459 Series C 105,992 95,686 2.64 330,071 267,922 Series C-1 28,256 28,256 1.85 78,656 54,850 Series C-2 8,706 8,706 1.98 25,241 18,283 Series D-1 150,000 — — — — Series D-2 300,000 — — — — Total 744,887 267,688 $ 771,979 $ 572,011 |
Schedule of common units reserved for issuance | The Company had Class B common units reserved for issuance as follows (in thousands): As of September 30, As of December 31, 2021 2020 Conversion of outstanding Redeemable Convertible Preferred Units 292,201 292,201 Unit appreciation rights issued and outstanding 13,520 13,345 Conversion of Series D-1 convertible notes 119,796 114,820 Exercise and conversion of common unit warrants 5,430 7,453 Total 430,947 427,819 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) - Vacasa Holdings LLC [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Unit Appreciation Rights ("UARs") | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of fair value of the UARs granted | Nine Months Ended September 30, 2021 2020 Expected volatility 45.6% - 55.0 % 31.0% - 45.6 % Dividend yield — % — % Expected term (in years) 0.3 - 2.3 2.3 - 3.1 Risk-free rate 0.0% - 0.2 % 0.1% - 1.5 % Marketability discount 8.3% - 23.4 % 23.4% - 39.7 % |
Schedule of summary of UAR activity | Weighted Average Remaining Weighted Average Contractual Term Unit Appreciation Rights Units (000s) Exercise Price (in years) Balance as of December 31, 2020 13,345 $ 1.07 7 Granted 821 $ 1.92 Forfeited or expired (646) $ 1.16 Balance as of September 30, 2021 13,520 $ 1.11 6 |
Employee Equity Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summary of UAR activity | Nine Months Ended September 30, 2021 2020 Expected volatility 45.6% - 55.0 % 31.0% - 45.6 % Dividend yield — % — % Expected term (in years) 0.6 - 2.3 2.3 - 3.1 Risk free rate 0.0% - 0.1 % 0.1% - 1.5 % Marketability discount 23.4% - 26.6 % 23.4% - 39.7 % |
Schedule of summary of employee equity units | Number of Units Weighted-Average (000s) Grant Date Fair Value Unvested balance as of December 31, 2020 19,770 $ 0.29 Units granted 12,046 $ 1.56 Units vested (9,266) $ 0.25 Units forfeited or cancelled — $ — Unvested balance as of September 30, 2021 22,550 $ 1.02 |
Schedule of equity based compensation expense | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ — $ — $ — $ — Operations and support 24 224 86 224 Technology and development 167 407 489 407 Sales and marketing 393 98 1,047 98 General and administrative 1,688 453 3,651 1,143 Total unit-based compensation expense $ 2,272 $ 1,182 $ 5,273 $ 1,872 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Unit (Tables) - Vacasa Holdings LLC [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of calculation of basic and diluted net loss per unit | The following table presents the calculation of basic and diluted net loss per unit (in thousands, except per unit data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator Net income (loss) $ 32,804 $ 9,416 $ (36,410) $ (47,040) Less: Remeasurement of redeemable convertible preferred units — (51,638) (426,101) (45,009) Less: Undistributed earnings attributable to preferred units (15,185) — — — Net income (loss) attributable to common units for basic net income (loss) per unit $ 17,619 $ (42,222) $ (462,511) $ (92,049) Add: Interest on D-1 Convertible Notes 3,313 — — — Net income (loss) allocated to common units for diluted net income (loss) per unit $ 20,932 $ (42,222) $ (462,511) $ (92,049) Denominator Weighted average units used to compute net income (loss) per unit attributable to common units—basic 338,566 176,824 285,210 176,824 Dilutive effect of common unit warrants 5,430 — — — Dilutive effect of conversion of D-1 Convertible Notes 119,796 — — — Weighted average units used to compute net income (loss) per unit attributable to common units—diluted 463,792 176,824 285,210 176,824 Net income (loss) per common unit-basic $ 0.05 $ (0.24) $ (1.62) $ (0.52) Net income (loss) per common unit—diluted $ 0.05 $ (0.24) $ (1.62) $ (0.52) |
Schedule of outstanding units of common stock equivalents were excluded from the computation of the diluted net loss per unit because their effect would have been anti-dilutive | equivalents were excluded from the computation of the diluted net loss per unit for the periods presented because their effect would have been anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Common unit warrants outstanding — 7,453 5,430 7,453 Series A preferred unit warrants outstanding — — — — Conversion of Series D-1 convertible notes — 111,967 119,796 111,967 Redeemable convertible preferred units outstanding 292,201 292,201 292,201 292,201 Total 292,201 411,621 417,427 411,621 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 31, 2020position | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)segment$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Jul. 01, 2021$ / sharesshares | |
Common Stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Common Stock, units authorized | shares | 1,000 | 1,000 | 1,000 | |||||
Vacasa Holdings LLC [Member] | ||||||||
Proceeds from Senior Secured Convertible Notes | $ 108.1 | |||||||
Deferred social security taxes | $ 7.6 | |||||||
Social security taxes, current | $ 3.8 | $ 3.8 | 3.8 | |||||
Social security taxes, non-current | 3.8 | 3.8 | 3.8 | |||||
Proceeds from wage subsidy | $ 0.4 | $ 0.7 | $ 1.6 | $ 0.9 | ||||
Accrued restructuring charges | $ 2.2 | |||||||
Common Stock, units authorized | shares | 3,250,000,000 | |||||||
Number of reportable segments | segment | 1 | |||||||
Vacasa Holdings LLC [Member] | North America. [Member] | ||||||||
Number of positions eliminated | position | 850 | |||||||
Vacasa Holdings LLC [Member] | Reduction workforce | ||||||||
Severance costs | 5 | |||||||
Vacasa Holdings LLC [Member] | Reduction workforce | Sales and marketing | ||||||||
Severance costs | 1.2 | |||||||
Vacasa Holdings LLC [Member] | Reduction workforce | General and administrative | ||||||||
Severance costs | 1.1 | |||||||
Vacasa Holdings LLC [Member] | Reduction workforce | Technology and development. | ||||||||
Severance costs | 1 | |||||||
Vacasa Holdings LLC [Member] | Reduction workforce | Cost of revenue | ||||||||
Severance costs | 0.2 | |||||||
Vacasa Holdings LLC [Member] | Reduction workforce | Operations and support [Member] | ||||||||
Severance costs | $ 1.5 |
Significant Accounting Polici_5
Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Total | $ 285,496 | $ 291,012 | $ 334,873 | $ 209,489 |
Vacasa Holdings LLC [Member] | ||||
Cash and Cash Equivalents | 150,417 | 218,484 | ||
Restricted Cash | 135,079 | 72,528 | ||
Total | $ 285,496 | $ 291,012 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional information (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)item | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Bad debt expense | $ 1,159,000 | $ 4,646,000 | |||
Vacasa Holdings LLC [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Allowance for doubtful accounts | $ 9,200,000 | 9,200,000 | $ 8,900,000 | ||
Bad debt expense | (200,000) | $ 3,400,000 | 1,200,000 | $ 4,600,000 | |
Deferred payment to seller balances | $ 16,400,000 | 16,400,000 | $ 8,900,000 | ||
Impairment charges on goodwill | $ 0 | ||||
Number of Reporting Units | item | 1 | ||||
Vacasa Holdings LLC [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated economic life | 10 years | ||||
Vacasa Holdings LLC [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated economic life | 1 year |
Significant Accounting Polici_7
Significant Accounting Policies - Disaggregation of Revenue (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total | $ 329,927 | $ 186,126 | $ 696,954 | $ 382,851 |
Vacation rental platform | ||||
Total | 317,691 | 176,294 | 661,933 | 355,869 |
Other services | ||||
Total | $ 12,236 | $ 9,832 | $ 35,021 | $ 26,982 |
Significant Accounting Polici_8
Significant Accounting Policies - Additional information 2 (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Capitalized contract costs | $ 10,200 | $ 10,200 | $ 7,700 | ||
Amortization on contract costs | $ 800 | 1,000 | $ 2,300 | 2,800 | |
Advertising expenses | 5,900 | $ 1,400 | 12,900 | $ 5,200 | |
Accumulated deficit | $ (1,038,694) | $ (1,038,694) | $ (577,091) |
Acquisitions - Fiscal 2021 (Una
Acquisitions - Fiscal 2021 (Unaudited) (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | Apr. 01, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair value of assets acquired and liabilities assumed | ||||
Intangible assets | $ 12,800 | |||
Goodwill | $ 709,962 | $ 121,487 | $ 115,914 | |
TurnKey Vacation Rentals, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid to TurnKey Vacation Rentals, Inc. | $ 45,000 | |||
Fair value of Vacasa's Class A common units issued to TurnKey Vacation Rentals, Inc. | 573,800 | |||
Purchase consideration | $ 618,800 | |||
Fair value of assets acquired and liabilities assumed | ||||
Cash and cash equivalents | 40,461 | |||
Restricted cash | 14,444 | |||
Accounts receivable, net | 3,548 | |||
Prepaid expenses and other current assets | 7,614 | |||
Property and equipment | 1,494 | |||
Intangible assets | 107,600 | |||
Total assets acquired | 175,161 | |||
Accounts payable | (8,446) | |||
Funds payable to owners | (20,393) | |||
Hospitality and sales taxes payable | (5,575) | |||
Deferred revenue | (5,953) | |||
Future stay credits | (10,601) | |||
Accrued expenses and other liabilities | (8,474) | |||
Other long-term liabilities | (5,850) | |||
Total liabilities assumed | (65,292) | |||
Net assets purchased | 109,869 | |||
Goodwill | 508,931 | |||
Total purchase consideration | $ 618,800 |
Acquisitions - Identifiable int
Acquisitions - Identifiable intangible assets 2019 (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Apr. 01, 2021 | Sep. 30, 2020 | |
Identifiable intangible assets acquired | ||||
Intangible assets | $ 12,800 | |||
Homeowner contracts | ||||
Identifiable intangible assets acquired | ||||
Estimated Useful Life | 5 years | 7 years | ||
TurnKey Vacation Rentals, Inc. | ||||
Identifiable intangible assets acquired | ||||
Intangible assets | $ 107,600 | |||
Business acquisition costs | $ 7,500 | |||
Other Transactions | ||||
Identifiable intangible assets acquired | ||||
Intangible assets | $ 63,100 | $ 2,000 |
Acquisitions - Wyndham Vacation
Acquisitions - Wyndham Vacation Rentals acquisition (Details) - Vacasa Holdings LLC [Member] - TurnKey Vacation Rentals, Inc. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 329,927 | $ 224,569 | $ 728,516 | $ 452,486 |
Net income (loss) | $ 32,917 | $ 8,773 | $ (33,309) | $ (81,501) |
Acquisitions - Other Transactio
Acquisitions - Other Transactions 2019 (Details) $ in Thousands | Apr. 01, 2021USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||
Net cash paid | $ 63,477 | $ 2,141 | |||
Vacasa Holdings LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 709,962 | $ 121,487 | $ 115,914 | ||
Intangible assets | $ 12,800 | ||||
Vacasa Holdings LLC [Member] | Other Transactions | |||||
Business Acquisition [Line Items] | |||||
Number of separate portfolio transactions accounted as business combinations | segment | 22 | 10 | |||
Purchase consideration | $ 117,900 | $ 3,200 | |||
Net cash paid | 68,000 | 1,200 | |||
Deferred payments to sellers | 15,800 | 300 | |||
Goodwill | 79,500 | 2,900 | |||
Intangible assets | 63,100 | 2,000 | |||
Receivables | 52,100 | ||||
Deferred liabilities | 76,200 | ||||
Contingent consideration | $ 34,000 | $ 1,700 | |||
Vacasa Holdings LLC [Member] | Other Transactions | Homeowner contracts | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 4 years | ||||
Vacasa Holdings LLC [Member] | Other Transactions | Homeowner contracts | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 5 years | ||||
Vacasa Holdings LLC [Member] | Other Transactions | Homeowner contracts | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Amortization period | 4 years | ||||
Vacasa Holdings LLC [Member] | TurnKey Vacation Rentals, Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 618,800 | ||||
Goodwill | 508,931 | ||||
Intangible assets | 107,600 | ||||
Receivables | 3,548 | ||||
Deferred liabilities | 5,953 | ||||
Vacasa Holdings LLC [Member] | TurnKey Vacation Rentals, Inc. | Homeowner contracts | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 102,300 | ||||
Amortization period | 5 years | ||||
Vacasa Holdings LLC [Member] | TurnKey Vacation Rentals, Inc. | Database and listings | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 3,400 | ||||
Amortization period | 1 year | ||||
Vacasa Holdings LLC [Member] | TurnKey Vacation Rentals, Inc. | Trademark, trade name, brand name | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,900 | ||||
Amortization period | 1 year |
Fair Value Measurements - finan
Fair Value Measurements - financial assets and liabilities (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Liabilities [Abstract] | |||
Liabilities | $ 4,100 | ||
Recurring | |||
Liabilities [Abstract] | |||
Contingent consideration | $ 35,926 | $ 7,681 | |
Warrant derivative liabilities (Note 10) | 16,833 | 6,516 | |
Recurring | Level 3 | |||
Liabilities [Abstract] | |||
Contingent consideration | 35,926 | 7,681 | |
Warrant derivative liabilities (Note 10) | $ 16,833 | $ 6,516 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable inputs (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 6,516 | $ 3,950 |
Change in fair value of warrant derivative liabilities included in earnings | 10,317 | 6,637 |
Fair value of the warrants exercised during the period | (4,071) | |
Balance, end of period | $ 16,833 | $ 6,516 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 101,167 | $ 89,526 |
Less: Accumulated depreciation | (38,190) | (24,439) |
Property and equipment, net | 62,977 | 65,087 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 11,612 | 11,612 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 9,298 | 9,084 |
Buildings and building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 12 years | |
Buildings and building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 35 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,726 | 6,108 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Property, Plant and Equipment, Gross | $ 10,587 | 7,376 |
Furniture, fixtures, and other | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 14,664 | 12,769 |
Furniture, fixtures, and other | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 2 years | |
Furniture, fixtures, and other | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 12 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,580 | 4,427 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 2 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 8 years | |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 4 years | |
Property, Plant and Equipment, Gross | $ 42,700 | $ 38,150 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Intangible assets (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 279,297 | $ 108,874 | |
Accumulated amortization | (62,093) | (31,448) | |
Net carrying amount | $ 217,204 | $ 77,426 | |
Homeowner contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | 7 years | |
Gross carrying amount | $ 229,616 | $ 80,835 | |
Accumulated amortization | (37,953) | (17,097) | |
Net carrying amount | $ 191,663 | $ 63,738 | |
Databases, photos, and property listings | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 1 year | 3 years | |
Gross carrying amount | $ 24,261 | $ 18,159 | |
Accumulated amortization | (13,155) | (7,765) | |
Net carrying amount | $ 11,106 | $ 10,394 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 1 year | 1 year | |
Gross carrying amount | $ 9,708 | $ 7,215 | |
Accumulated amortization | (7,605) | (4,454) | |
Net carrying amount | $ 2,103 | $ 2,761 | |
Other1 | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 4 years | [1] | 2 years |
Gross carrying amount | $ 15,712 | [1] | $ 2,665 |
Accumulated amortization | (3,380) | [1] | (2,132) |
Net carrying amount | $ 12,332 | [1] | $ 533 |
[1] | Other intangible includes HOA contracts, noncompete agreements, phone listings, website and domain names, beneficial lease rights and unallocated items related to recently completed acquisitions (see Note 3 - Acquisitions for more information). |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - future amortization of intangible assets (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Remainder of 2021 | $ 13,191 | |
2022 | 46,186 | |
2023 | 42,384 | |
2024 | 37,483 | |
2025 | 34,550 | |
Thereafter | 43,410 | |
Net carrying amount | $ 217,204 | $ 77,426 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Goodwill (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 121,487 | $ 115,914 |
Acquisitions | 588,413 | 5,486 |
Foreign exchange translation and other | 62 | 87 |
Balance at end of period | $ 709,962 | $ 121,487 |
Intangible Assets, Net and Go_6
Intangible Assets, Net and Goodwill - Additional Information (Details) - Vacasa Holdings LLC [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Impairment charges | $ 0 |
Goodwill, Accumulated impairment | $ 0 |
Leases (Details)
Leases (Details) - Vacasa Holdings LLC [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Minimum [Member] | |
Operating Leased Assets [Line Items] | |
Remaining lease terms | 1 year |
Maximum [Member] | |
Operating Leased Assets [Line Items] | |
Remaining lease terms | 10 years |
Leases - Rent expense (Details)
Leases - Rent expense (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Leased Assets [Line Items] | ||||
Total rent expense | $ 8,187 | $ 8,018 | $ 21,021 | $ 22,379 |
Cost of revenue | ||||
Operating Leased Assets [Line Items] | ||||
Total rent expense | 1,650 | 2,151 | 4,595 | 7,279 |
Operations and support | ||||
Operating Leased Assets [Line Items] | ||||
Total rent expense | 4,885 | 4,625 | 11,838 | 11,679 |
General and administrative | ||||
Operating Leased Assets [Line Items] | ||||
Total rent expense | $ 1,652 | $ 1,242 | $ 4,588 | $ 3,421 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Employee-related accruals | $ 13,409 | $ 26,933 | |
Homeowner reserves | 4,962 | 6,120 | |
Warrant derivative liabilities | 6,516 | 16,833 | |
Current portion of acquisition liabilities | 10,460 | 26,135 | |
Other current liabilities | 8,675 | 9,904 | |
Total accrued expenses and other current liabilities | $ 85,925 | $ 44,022 | $ 85,925 |
Debt (Details)
Debt (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total debt | $ 119,452 | $ 113,557 | |
Less deferred financing costs | 1,270 | 1,743 | |
Less current maturities1 | [1] | 125 | 125 |
Long-term portion | 118,057 | 111,689 | |
Senior Secured Convertible Notes | |||
Debt Instrument [Line Items] | |||
Total debt | 118,542 | 112,793 | |
Other | |||
Debt Instrument [Line Items] | |||
Total debt | $ 910 | $ 764 | |
[1] | Current maturities of debt are recorded within other current liabilities on the condensed consolidated balance sheets. |
Debt - Senior Secured Convertib
Debt - Senior Secured Convertible Notes (Details) - Vacasa Holdings LLC [Member] - USD ($) | May 21, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Conversion price per unit | $ 1 | ||
Senior Secured Convertible Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 108,100,000 | ||
Debt converted | $ 0 | ||
D-1 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Net proceeds from offering, after deducting debt issuance costs | 105,900,000 | ||
Interest rate | 3.00% | ||
Debt default, interest rate | 2.00% | ||
PIK interest | 7.00% | ||
Debt outstanding | $ 115,600,000 | $ 108,100,000 | |
Uncapitalized PIK interest accrued | $ 2,900,000 | 4,700,000 | |
Minimum percentage of purchasers of outstanding principal amount required for prepayment of debt | 51.00% | ||
Minimum percentage of purchasers of outstanding principal amount required for conversion of debt | 51.00% | ||
D-2 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 108,100,000 | ||
Convertible notes issued | $ 0 | $ 0 | |
Conversion price per unit | $ 0.50 |
Debt - Paycheck Protection Prog
Debt - Paycheck Protection Program (Details) - Vacasa Holdings LLC [Member] - Paycheck Protection Program $ in Millions | Apr. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Debt Instrument, Face Amount | $ 10 |
TurnKey Vacation Rentals, Inc. | |
Debt Instrument [Line Items] | |
Debt Instrument, Face Amount | $ 6.4 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Units and Equity (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Series D-2 | ||
Temporary Equity [Line Items] | ||
Units Outstanding | 0 | |
Vacasa Holdings LLC [Member] | ||
Temporary Equity [Line Items] | ||
Units Authorized | 744,886,638 | 744,886,638 |
Units Issued | 267,688,054 | 267,688,054 |
Units Outstanding | 267,688,054 | 267,688,054 |
Net Carrying Value | $ 1,198,080,000 | $ 771,979,000 |
Aggregate liquidation preference | $ 593,463 | $ 572,011 |
Vacasa Holdings LLC [Member] | Redeemable Convertible Preferred Units | ||
Temporary Equity [Line Items] | ||
Units Authorized | 744,887,000 | 744,887,000 |
Units Issued | 267,688,000 | 267,688,000 |
Units Outstanding | 267,688,000 | 267,688,000 |
Net Carrying Value | $ 1,198,080,000 | $ 771,979,000 |
Aggregate liquidation preference | $ 593,463,000 | $ 572,011,000 |
Vacasa Holdings LLC [Member] | Series A | ||
Temporary Equity [Line Items] | ||
Units Authorized | 35,000,000 | 35,000,000 |
Units Issued | 33,107,000 | 33,107,000 |
Units Outstanding | 33,107,000 | 33,107,000 |
Issuance Price Per Unit | $ 1 | $ 1 |
Net Carrying Value | $ 111,688,000 | $ 68,334,000 |
Aggregate liquidation preference | $ 39,724,000 | $ 38,288,000 |
Vacasa Holdings LLC [Member] | Series B | ||
Temporary Equity [Line Items] | ||
Units Authorized | 69,933,000 | 69,933,000 |
Units Issued | 69,933,000 | 69,933,000 |
Units Outstanding | 69,933,000 | 69,933,000 |
Issuance Price Per Unit | $ 1.48 | $ 1.48 |
Net Carrying Value | $ 278,827,000 | $ 175,416,000 |
Aggregate liquidation preference | $ 125,755,000 | $ 121,209,000 |
Vacasa Holdings LLC [Member] | Series B-2 | ||
Temporary Equity [Line Items] | ||
Units Authorized | 47,000,000 | 47,000,000 |
Units Issued | 32,000,000 | 32,000,000 |
Units Outstanding | 32,000,000 | 32,000,000 |
Issuance Price Per Unit | $ 2 | $ 2 |
Net Carrying Value | $ 145,965,000 | $ 94,261,000 |
Aggregate liquidation preference | $ 74,139,000 | $ 71,459,000 |
Vacasa Holdings LLC [Member] | Series C | ||
Temporary Equity [Line Items] | ||
Units Authorized | 105,992,000 | 105,992,000 |
Units Issued | 95,686,000 | 95,686,000 |
Units Outstanding | 95,686,000 | 95,686,000 |
Issuance Price Per Unit | $ 2.64 | $ 2.64 |
Net Carrying Value | $ 498,036,000 | $ 330,071,000 |
Aggregate liquidation preference | $ 277,970,000 | $ 267,922,000 |
Vacasa Holdings LLC [Member] | Series C-1 | ||
Temporary Equity [Line Items] | ||
Units Authorized | 28,256,000 | 28,256,000 |
Units Issued | 28,256,000 | 28,256,000 |
Units Outstanding | 28,256,000 | 28,256,000 |
Issuance Price Per Unit | $ 1.85 | $ 1.85 |
Net Carrying Value | $ 124,083,000 | $ 78,656,000 |
Aggregate liquidation preference | $ 56,907,000 | $ 54,850,000 |
Vacasa Holdings LLC [Member] | Series C-2 | ||
Temporary Equity [Line Items] | ||
Units Authorized | 8,706,000 | 8,706,000 |
Units Issued | 8,706,000 | 8,706,000 |
Units Outstanding | 8,706,000 | 8,706,000 |
Issuance Price Per Unit | $ 1.98 | $ 1.98 |
Net Carrying Value | $ 39,481,000 | $ 25,241,000 |
Aggregate liquidation preference | $ 18,968,000 | $ 18,283,000 |
Vacasa Holdings LLC [Member] | Series D-1 | ||
Temporary Equity [Line Items] | ||
Units Authorized | 150,000,000 | 150,000,000 |
Units Issued | 0 | |
Units Outstanding | 0 | |
Vacasa Holdings LLC [Member] | Series D-2 | ||
Temporary Equity [Line Items] | ||
Units Authorized | 300,000,000 | 300,000,000 |
Units Issued | 0 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Units - Additional Information (Details) | Apr. 01, 2021itemshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)itemVote$ / sharesshares | May 21, 2020shares |
Series B-2 | |||||||
Temporary Equity [Line Items] | |||||||
Conversion price | $ / shares | $ 1.8090 | ||||||
Series D-2 | |||||||
Temporary Equity [Line Items] | |||||||
Units Outstanding | 0 | ||||||
Class A common units | |||||||
Temporary Equity [Line Items] | |||||||
Number of managers entitled to designated by preferred unit holders | item | 2 | ||||||
Vacasa Holdings LLC [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Units Issued | 267,688,054 | 267,688,054 | 267,688,054 | ||||
Units Outstanding | 267,688,054 | 267,688,054 | 267,688,054 | ||||
Less: Remeasurement of redeemable convertible preferred units | $ | $ 51,638,000 | $ 426,101,000 | $ 45,009,000 | ||||
Number of board members | item | 8 | ||||||
Percentage of shares issued and outstanding | 50.00% | ||||||
Number of managers entitled to designated by preferred unit holders | item | 2 | ||||||
Preferred Return | 5.00% | ||||||
Percentage holding to trigger waiver of conversion price | 55.00% | ||||||
Minimum net proceeds for conversion | $ | $ 100,000,000 | ||||||
Vacasa Holdings LLC [Member] | Maximum [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Number of board members | item | 13 | ||||||
Vacasa Holdings LLC [Member] | Minimum [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Number of board members | item | 8 | ||||||
Vacasa Holdings LLC [Member] | Redeemable Convertible Preferred Units | |||||||
Temporary Equity [Line Items] | |||||||
Units Issued | 267,688,000 | 267,688,000 | 267,688,000 | ||||
Units Outstanding | 267,688,000 | 267,688,000 | 267,688,000 | ||||
Less: Remeasurement of redeemable convertible preferred units | $ | $ 0 | $ 51,600,000 | $ 426,100,000 | $ 45,000,000 | |||
Number of votes per preferred unit | Vote | 1 | ||||||
Number of managers entitled to designated by preferred unit holders | item | 1 | ||||||
Vacasa Holdings LLC [Member] | Series A | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 35,000,000 | ||||||
Units Issued | 33,107,000 | 33,107,000 | 33,107,000 | ||||
Units Outstanding | 33,107,000 | 33,107,000 | 33,107,000 | ||||
Percentage of preferred units outstanding to determine board | 25.00% | ||||||
Number of managers entitled to designated by preferred unit holders | item | 1 | ||||||
Conversion price | $ / shares | $ 1 | ||||||
Vacasa Holdings LLC [Member] | Series B | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 69,932,428 | ||||||
Units Issued | 69,933,000 | 69,933,000 | 69,933,000 | ||||
Units Outstanding | 69,933,000 | 69,933,000 | 69,933,000 | ||||
Conversion price | $ / shares | $ 1.3883 | ||||||
Vacasa Holdings LLC [Member] | Series B-2 | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 47,000,000 | ||||||
Units Issued | 32,000,000 | 32,000,000 | 32,000,000 | ||||
Units Outstanding | 32,000,000 | 32,000,000 | 32,000,000 | ||||
Vacasa Holdings LLC [Member] | Series C | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 105,992,353 | ||||||
Units Issued | 95,686,000 | 95,686,000 | 95,686,000 | ||||
Units Outstanding | 95,686,000 | 95,686,000 | 95,686,000 | ||||
Percentage of preferred units outstanding to determine board | 25.00% | ||||||
Minimum number of shares held on an as converted basis to determine board | 107,381,986 | ||||||
Number of managers entitled to designated by preferred unit holders | item | 1 | ||||||
Conversion price | $ / shares | $ 2.3281 | ||||||
Multiplication factor for conversion | 1.5 | ||||||
Vacasa Holdings LLC [Member] | Series C-1 | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 28,255,455 | ||||||
Units Issued | 28,256,000 | 28,256,000 | 28,256,000 | ||||
Units Outstanding | 28,256,000 | 28,256,000 | 28,256,000 | ||||
Conversion price | $ / shares | $ 1.6870 | ||||||
Vacasa Holdings LLC [Member] | Series C-1 | Director | |||||||
Temporary Equity [Line Items] | |||||||
Issuance of redeemable convertible preferred units (in shares) | 270,387 | ||||||
Gross proceeds | $ | $ 500,000 | ||||||
Vacasa Holdings LLC [Member] | Series C-2 | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 8,706,402 | ||||||
Units Issued | 8,706,000 | 8,706,000 | 8,706,000 | ||||
Units Outstanding | 8,706,000 | 8,706,000 | 8,706,000 | ||||
Conversion price | $ / shares | $ 1.7939 | ||||||
Vacasa Holdings LLC [Member] | Series D-1 | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 150,000,000 | 150,000,000 | |||||
Units Issued | 0 | ||||||
Units Outstanding | 0 | ||||||
Vacasa Holdings LLC [Member] | Series D-2 | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 300,000,000 | 300,000,000 | |||||
Units Issued | 0 | ||||||
Vacasa Holdings LLC [Member] | Series B and B-2 | |||||||
Temporary Equity [Line Items] | |||||||
Percentage of preferred units outstanding to determine board | 25.00% | ||||||
Number of managers entitled to designated by preferred unit holders | item | 1 | ||||||
Vacasa Holdings LLC [Member] | Class B common units | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 3,250,000,000 | ||||||
Vacasa Holdings LLC [Member] | Class B common and preferred Units | |||||||
Temporary Equity [Line Items] | |||||||
Maximum number of shares authorized for issuance (in shares) | 60,000,000 | ||||||
Number of managers entitled to designated by preferred unit holders | item | 3 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Units and Equity - Preferred Unit Warrants (Details) - Vacasa Holdings LLC [Member] - USD ($) $ / shares in Units, $ in Millions | Sep. 02, 2020 | Sep. 30, 2021 | Nov. 06, 2019 |
Temporary Equity [Line Items] | |||
Number of warrants issued | 5,430,000 | ||
Series A preferred units | |||
Temporary Equity [Line Items] | |||
Number of warrants issued | 5,000,000 | ||
Exercise price | $ 1 | ||
Fair value of the Series A preferred unit warrants | $ 2.1 | ||
Exercise of Series A preferred unit warrant (in shares) | 3,107,279 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Units and Equity - Common Units (Details) | Apr. 01, 2021shares | Sep. 30, 2021shares | Jul. 01, 2021shares | Dec. 31, 2020shares |
Temporary Equity [Line Items] | ||||
Common stock shares authorized | 1,000 | 1,000 | ||
Common stock issued | 1,000 | 1,000 | ||
Common stock outstanding | 1,000 | 1,000 | ||
Vacasa Holdings LLC [Member] | ||||
Temporary Equity [Line Items] | ||||
Common stock shares authorized | 3,250,000,000 | |||
Common stock issued | 340,432,417 | 176,824,152 | ||
Common stock outstanding | 340,432,417 | 176,824,152 | ||
Vacasa Holdings LLC [Member] | Class A common units | ||||
Temporary Equity [Line Items] | ||||
Common stock shares authorized | 161,518,157 | 161,518,057 | 161,518,057 | |
Common stock issued | 161,518,157 | 161,518,057 | 0 | |
Common stock outstanding | 161,518,057 | 0 | ||
Vacasa Holdings LLC [Member] | Class B common units | ||||
Temporary Equity [Line Items] | ||||
Common stock shares authorized | 3,250,000,000 | 3,250,000,000 | 3,250,000,000 | |
Conversion ratio | 1 | |||
Common stock issued | 178,914,360 | 176,824,152 | ||
Common stock outstanding | 178,914,360 | 176,824,152 | ||
Vacasa Holdings LLC [Member] | Class C common units | ||||
Temporary Equity [Line Items] | ||||
Common stock shares authorized | 0 | |||
Vacasa Holdings LLC [Member] | Class B Employee Equity Units | ||||
Temporary Equity [Line Items] | ||||
Common stock shares authorized | 60,000,000 | |||
Conversion ratio | 1 | |||
Vacasa Holdings LLC [Member] | Class C Employee Equity Units | ||||
Temporary Equity [Line Items] | ||||
Common stock shares authorized | 21,411,801 |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Units and Equity - Class B common units reserved for issuance (Details) - Vacasa Holdings LLC [Member] - shares shares in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||
Conversion of outstanding Redeemable Convertible Preferred Units | 292,201 | |
Unit appreciation rights issued and outstanding | 13,520 | |
Conversion of Series D-1 convertible notes | 119,796 | |
Exercise and conversion of common unit warrants | 5,430 | |
Total | 430,947 | |
Unit Appreciation Rights ("UARs") | ||
Temporary Equity [Line Items] | ||
Conversion of outstanding Redeemable Convertible Preferred Units | 292,201 | |
Unit appreciation rights issued and outstanding | 13,520 | 13,345 |
Conversion of Series D-1 convertible notes | 114,820 | |
Exercise and conversion of common unit warrants | 7,453 | |
Total | 427,819 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Units and Equity - Common Unit Warrants (Details) - Vacasa Holdings LLC [Member] - $ / shares | Sep. 30, 2021 | Mar. 28, 2017 | Dec. 31, 2015 | Sep. 09, 2015 |
Temporary Equity [Line Items] | ||||
Number of warrants issued | 5,430,000 | |||
Common Unit Warrants | ||||
Temporary Equity [Line Items] | ||||
Number of warrants issued | 1,086,000 | 5,430,000 | 937,077 | |
Exercise price | $ 0.01 | $ 0.01 | $ 0.01 | |
Common Units | Investor [Member] | ||||
Temporary Equity [Line Items] | ||||
Number of warrants issued | 2,020,000 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common units reserved for issuance | 430,947,000 | ||
Unit Appreciation Rights ("UARs") | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common units reserved for issuance | 427,819,000 | ||
Period for service-based vesting condition | 4 years | ||
Period for liquidity-based vesting condition | 6 months | ||
Awards Term | 10 years | ||
Total unrecognized equity-based compensation expense | $ 1.4 | ||
Employee Equity Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common units remained available for issuance | 35,323,602 | 25,958,026 | |
Period for service-based vesting condition | 4 years | ||
Awards Term | 3 years | ||
Total unrecognized equity-based compensation expense | $ 19.7 | ||
Weighted average period of recognition | 3 years 2 months 12 days | ||
Employee Equity Units | Vesting on the one year anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting percentage | 25.00% | ||
Employee Equity Units | Vesting for the remaining units monthly | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards vesting percentage | 0.02% | ||
2016 plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common units reserved for issuance | 20,000,000 | ||
Common units remained available for issuance | 6,655,486 |
Equity-Based Compensation - fai
Equity-Based Compensation - fair value of the UARs granted (Details) - Vacasa Holdings LLC [Member] | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Minimum [Member] | Unit Appreciation Rights ("UARs") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility - Minimum | 45.60% | 31.00% |
Expected term (in years) | 3 months 18 days | 2 years 3 months 18 days |
Risk-free rate - Minimum | 0.00% | 0.10% |
Marketability discount | 8.30% | 23.40% |
Minimum [Member] | Employee Equity Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility - Minimum | 45.60% | 31.00% |
Expected term (in years) | 7 months 6 days | 2 years 3 months 18 days |
Risk-free rate - Minimum | 0.00% | 0.10% |
Marketability discount | 23.40% | 23.40% |
Maximum [Member] | Unit Appreciation Rights ("UARs") | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility - Maximum | 55.00% | 45.60% |
Expected term (in years) | 2 years 3 months 18 days | 3 years 1 month 6 days |
Risk-free rate - Maximum | 0.20% | 1.50% |
Marketability discount | 23.40% | 39.70% |
Maximum [Member] | Employee Equity Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility - Maximum | 55.00% | 45.60% |
Expected term (in years) | 2 years 3 months 18 days | 3 years 1 month 6 days |
Risk-free rate - Maximum | 0.10% | 1.50% |
Marketability discount | 26.60% | 39.70% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of UAR activity (Details) - Vacasa Holdings LLC [Member] - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Number of units: | ||
Balance at the ending | 13,520 | |
Unit Appreciation Rights ("UARs") | ||
Number of units: | ||
Balance at the beginning | 13,345 | |
Granted | 821 | |
Forfeited or expired | (646) | |
Balance at the ending | 13,520 | 13,345 |
Weighted Average Exercise Price | ||
Balance at the beginning | $ 1.07 | |
Granted | 1.92 | |
Forfeited or expired | 1.16 | |
Balance at the ending | $ 1.11 | $ 1.07 |
Weighted Average Remaining Contractual Term (in years) | ||
Weighted Average Remaining Contractual Term (in years) | 6 years | 7 years |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summarizes information regarding UARs granted (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2021shares | |
Vacasa Holdings LLC [Member] | Unit Appreciation Rights ("UARs") | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of UARs granted (000s) | 821 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Employee Equity Units (Details) - Vacasa Holdings LLC [Member] - Employee Equity Units | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of units: | |
Unvested balance at the beginning | shares | 19,770 |
Units granted | shares | 12,046 |
Units vested | shares | 9,266 |
Unvested balance as the ending | shares | 22,550 |
Weighted-Average Grant Date Fair Value | |
Unvested balance at the beginning | $ / shares | $ 0.29 |
Units granted | $ / shares | 1.56 |
Units vested | $ / shares | 0.25 |
Unvested balance as the ending | $ / shares | $ 1.02 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-based compensation expense (Details) - Vacasa Holdings LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity-Based Compensation Expense | ||||
Total unit-based compensation expense | $ 2,272 | $ 1,182 | $ 5,273 | $ 1,872 |
Operations and support Expense | ||||
Equity-Based Compensation Expense | ||||
Total unit-based compensation expense | 24 | 224 | 86 | 224 |
Technology and development | ||||
Equity-Based Compensation Expense | ||||
Total unit-based compensation expense | 167 | 407 | 489 | 407 |
Sales and marketing | ||||
Equity-Based Compensation Expense | ||||
Total unit-based compensation expense | 393 | 98 | 1,047 | 98 |
General and administrative | ||||
Equity-Based Compensation Expense | ||||
Total unit-based compensation expense | $ 1,688 | $ 453 | $ 3,651 | $ 1,143 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Unit - Basic and diluted net loss per unit (Details) - Vacasa Holdings LLC [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator | ||||
Net income (loss) | $ 32,804 | $ 9,416 | $ (36,410) | $ (47,040) |
Less: Remeasurement of redeemable convertible preferred units | (51,638) | (426,101) | (45,009) | |
Less: Undistributed earnings attributable to preferred units | 15,185 | |||
Net income (loss) attributable to common units for basic net income (loss) per unit | 17,619 | (42,222) | (462,511) | (92,049) |
Add: Interest on D-1 Convertible Notes | 3,313 | |||
Net income (loss) allocated to common units for diluted net income (loss) per unit | $ 20,932 | $ (42,222) | $ (462,511) | $ (92,049) |
Denominator | ||||
Weighted average units used to compute net income (loss) per unit attributable to common units-basic | 338,566 | 176,824 | 285,210 | 176,824 |
Dilutive effect of common unit warrants | 5,430 | |||
Dilutive effect of conversion of D-1 Convertible Notes | 119,796 | |||
Weighted average units used to compute net income (loss) per unit attributable to common units-diluted | 463,792 | 176,824 | 285,210 | 176,824 |
Net income (loss) per common unit-basic | $ 0.05 | $ (0.24) | $ (1.62) | $ (0.52) |
Net income (loss) per common unit-diluted | $ 0.05 | $ (0.24) | $ (1.62) | $ (0.52) |
Net Income (Loss) Per Common _4
Net Income (Loss) Per Common Unit - Additional Information (Details) - Vacasa Holdings LLC [Member] - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding units of common stock equivalents were excluded from the computation of the diluted net loss per unit because their effect would have been anti-dilutive | 292,201,000 | 411,621,000 | 417,427,000 | 411,621,000 |
Common Units Excluded from Anti-Dilutive Securities Which are Subject to Performance Conditions | 13,519,910 | 13,090,191 | ||
Common unit warrants outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding units of common stock equivalents were excluded from the computation of the diluted net loss per unit because their effect would have been anti-dilutive | 7,453,000 | 5,430,000 | 7,453,000 | |
Conversion of Series D-1 convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding units of common stock equivalents were excluded from the computation of the diluted net loss per unit because their effect would have been anti-dilutive | 111,967,000 | 119,796,000 | 111,967,000 | |
Redeemable convertible preferred units outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding units of common stock equivalents were excluded from the computation of the diluted net loss per unit because their effect would have been anti-dilutive | 292,201,000 | 292,201,000 | 292,201,000 | 292,201,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Vacasa Holdings LLC [Member] | 9 Months Ended | |
Sep. 30, 2021USD ($)jurisdiction | Dec. 31, 2020USD ($) | |
Tax matters | ||
Loss Contingencies [Line Items] | ||
Number of jurisdictions | jurisdiction | 1,000 | |
Period for remitting lodging taxes | 30 days | |
Lodging taxes payable | $ 14,000,000 | $ 9,100,000 |
Estimated taxes, including estimated penalties and interest | 13,500,000 | $ 7,600,000 |
Home owner protection coverage | ||
Loss Contingencies [Line Items] | ||
Maximum coverage per occurrence for liability arising from bodily injury or property damage suffered by a guest or a guest's invitees at a vacation rental property | 1,000,000 | |
Maximum coverage per occurrence for damage to contents | $ 20,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 07, 2026 | Jul. 28, 2021 | Oct. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | |||||
Unit price | $ 10 | ||||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Equity value of the company | $ 3,963,000,000 | ||||
Subsequent event | Vacasa, Inc. | |||||
Subsequent Event [Line Items] | |||||
Equity value of the company | $ 3,963,000,000 | ||||
Vacasa Holdings LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of business days prior to the closing date of business combination for domestication merger | 1 day | ||||
Period of continued service by the holder after the business combination | 180 days | ||||
Vacasa Holdings LLC [Member] | Vacasa, Inc. | |||||
Subsequent Event [Line Items] | |||||
Unit price | $ 10 | ||||
Vacasa Holdings LLC [Member] | Vacasa, Inc. | Class A common units | |||||
Subsequent Event [Line Items] | |||||
Unit price | $ 10 | ||||
Vacasa Holdings LLC [Member] | Subsequent event | Revolving credit facility | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing capacity | $ 16,000,000 | ||||
Percentage of commitment fee on unused amount | 0.25% | ||||
Vacasa Holdings LLC [Member] | Subsequent event | Revolving credit facility | Alternate Base Rate | |||||
Subsequent Event [Line Items] | |||||
Spread on variable interest rate | 1.50% | ||||
Vacasa Holdings LLC [Member] | Subsequent event | Revolving credit facility | NYFRB Rate | |||||
Subsequent Event [Line Items] | |||||
Spread on variable interest rate | 0.50% | ||||
Vacasa Holdings LLC [Member] | Subsequent event | Revolving credit facility | LIBOR Rate | |||||
Subsequent Event [Line Items] | |||||
Spread on variable interest rate | 1.00% | ||||
Floor rate (in percentage) | 1.00% | ||||
Vacasa Holdings LLC [Member] | Subsequent event | Revolving credit facility | LIBOR Rate | EUR [Member] | |||||
Subsequent Event [Line Items] | |||||
Spread on variable interest rate | 2.50% | ||||
Floor rate (in percentage) | 0.00% | ||||
Vacasa Holdings LLC [Member] | Subsequent event | Credit Agreement | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing capacity | $ 55,000,000 | ||||
Vacasa Holdings LLC [Member] | Subsequent event | Credit Agreement | Letter of credit | |||||
Subsequent Event [Line Items] | |||||
Minimum percentage on revolving commitments for applicability of financial covenant | 35.00% | ||||
Minimum percentage of projected revenue requires for financial covenant | 60.00% |