Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41130 | |
Entity Registrant Name | Vacasa, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1995316 | |
Entity Address, Address Line One | 850 NW 13th Avenue | |
Entity Address, City or Town | Portland | |
Entity Address, State or Province | OR | |
Entity Address, Postal Zip Code | 97209 | |
City Area Code | 503 | |
Local Phone Number | 345-9399 | |
Title of 12(b) Security | Class A Common Stock, par value $0.00001 per share | |
Trading Symbol | VCSA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001874944 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 214,858,272 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 214,194,565 | |
Common Class G | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,333,333 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 354,767 | $ 353,842 |
Restricted cash | 279,478 | 165,294 |
Accounts receivable, net | 44,901 | 48,989 |
Prepaid expenses and other current assets | 27,375 | 19,325 |
Total current assets | 706,521 | 587,450 |
Property and equipment, net | 68,709 | 67,186 |
Intangible assets, net | 207,576 | 216,499 |
Goodwill | 777,620 | 754,506 |
Other long-term assets | 46,134 | 11,269 |
Total assets | 1,806,560 | 1,636,910 |
Current liabilities: | ||
Accounts payable | 44,466 | 34,786 |
Funds payable to owners | 325,110 | 214,301 |
Hospitality and sales taxes payable | 69,285 | 46,958 |
Deferred revenue | 162,401 | 107,252 |
Future stay credits | 10,393 | 30,995 |
Accrued expenses and other current liabilities | 91,231 | 71,833 |
Total current liabilities | 702,886 | 506,125 |
Long-term debt, net of current portion | 250 | 512 |
Other long-term liabilities | 129,137 | 112,123 |
Total liabilities | 832,273 | 618,760 |
Commitments and contingencies (Note 15) | ||
Redeemable noncontrolling interests | 1,766,459 | 1,770,096 |
Equity (Deficit): | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (792,368) | (751,929) |
Accumulated other comprehensive income (loss) | 154 | (59) |
Total deficit | (792,172) | (751,946) |
Total liabilities, temporary equity, and equity (deficit) | 1,806,560 | 1,636,910 |
Class A Common Stock | ||
Equity (Deficit): | ||
Common Stock | 21 | 21 |
Class B Common Stock | ||
Equity (Deficit): | ||
Common Stock | $ 21 | $ 21 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Common stock par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock issued (in shares) | 214,803,880 | 214,793,795 |
Common stock outstanding (in shares) | 214,803,880 | 214,793,795 |
Class B Common Stock | ||
Common stock par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock authorized (in shares) | 498,330,079 | 498,330,079 |
Common stock issued (in shares) | 213,598,566 | 212,751,977 |
Common stock outstanding (in shares) | 213,598,566 | 212,751,977 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Statement of Comprehensive Income [Abstract] | |||
Revenue | $ 247,260 | $ 129,418 | |
Operating costs and expenses: | |||
Cost of revenue, exclusive of depreciation and amortization shown separately below | 121,759 | 75,626 | |
Operations and support | 59,301 | 30,336 | |
Technology and development | 17,565 | 7,496 | |
Sales and marketing | 59,657 | 25,540 | |
General and administrative | 23,201 | 21,423 | |
Depreciation | 4,919 | 4,065 | |
Amortization of intangible assets | 16,263 | 4,725 | |
Total operating costs and expenses | 302,665 | 169,211 | |
Loss from operations | (55,405) | (39,793) | |
Interest income | 38 | 13 | |
Interest expense | (610) | (2,831) | |
Other income (expense), net | 842 | (6,721) | |
Loss before income taxes | (55,135) | (49,332) | |
Income tax benefit (expense) | (803) | 39 | |
Net loss | (55,938) | (49,293) | |
Loss attributable to remeasurement of redeemable convertible preferred units | 0 | (426,101) | |
Net loss including remeasurement of redeemable convertible preferred units | (55,938) | (475,394) | |
Less: Net loss including remeasurement of redeemable convertible preferred units prior to Reverse Recapitalization | 0 | (475,394) | |
Less: Net loss attributable to redeemable noncontrolling interests | (27,856) | 0 | |
Net loss attributable to Class A Common Stockholders for basic net loss per share | $ (28,082) | 0 | |
Net loss per share of Class A Common Stock - basic (in usd per share) | [1] | $ (0.13) | |
Net loss per share of Class A Common Stock - diluted (in usd per share) | [1] | $ (0.13) | |
Weighted-average shares of Class A Common Stock outstanding - basic (in shares) | [1] | 214,940 | |
Weighted-average shares of Class A Common Stock outstanding - diluted (in shares) | [1] | 214,940 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||
Net loss | $ (55,938) | (49,293) | |
Foreign currency translation adjustments | 424 | (305) | |
Total comprehensive loss | (55,514) | (49,598) | |
Less: Comprehensive loss prior to Reverse Recapitalization | 0 | (49,598) | |
Less: Comprehensive loss attributable to redeemable noncontrolling interests | (27,645) | 0 | |
Total comprehensive loss attributable to Class A Common Stockholders | $ (27,869) | $ 0 | |
[1] | Basic and diluted net loss per share of Class A Common Stock is applicable only for periods subsequent to December 6, 2021, which is the date of the Reverse Recapitalization (as defined in Note 1, Description of Business ). See also Note 14, Net Loss Per Share . |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash from operating activities: | ||
Net loss | $ (55,938) | $ (49,293) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Credit loss expense | 859 | 1,946 |
Depreciation | 4,919 | 4,065 |
Amortization of intangible assets | 16,263 | 4,725 |
Future stay credit breakage | (15,044) | 0 |
Reduction in the carrying amount of right-of-use assets | 3,064 | 0 |
Deferred income taxes | 601 | (225) |
Other gains and losses | 510 | (476) |
Fair value adjustment on derivative liabilities | (802) | 6,638 |
Non-cash interest expense | 54 | 1,928 |
Equity-based compensation expense | 11,630 | 843 |
Change in operating assets and liabilities, net of assets acquired and liabilities assumed: | ||
Accounts receivable, net | 13,491 | (4,919) |
Prepaid expenses and other assets | (10,049) | (4,714) |
Accounts payable | 9,876 | 13,212 |
Funds payable to owners | 103,325 | 89,785 |
Hospitality and sales taxes payable | 20,841 | 19,339 |
Deferred revenue and future stay credits | 36,939 | 57,874 |
Operating lease obligations | (1,393) | 0 |
Accrued expenses and other liabilities | 3,342 | 3,382 |
Net cash provided by operating activities | 142,488 | 144,110 |
Cash from investing activities: | ||
Purchases of property and equipment | (4,013) | (626) |
Cash paid for internally developed software | (2,207) | (1,005) |
Cash paid for business combinations, net of cash and restricted cash acquired | (13,314) | (3,965) |
Net cash used in investing activities | (19,534) | (5,596) |
Cash from financing activities: | ||
Payments of Reverse Recapitalization costs | (459) | 0 |
Cash paid for business combinations | (7,251) | (4,046) |
Payments of long-term debt | (125) | 0 |
Proceeds from exercise of stock options | 4 | 0 |
Other financing activities | (162) | (30) |
Net cash used in financing activities | (7,993) | (4,076) |
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash | 148 | (19) |
Net increase in cash, cash equivalents and restricted cash | 115,109 | 134,419 |
Cash, cash equivalents and restricted cash, beginning of period | 519,136 | 291,012 |
Cash, cash equivalents and restricted cash, end of period | 634,245 | 425,431 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes, net of refunds | 19 | 31 |
Cash paid for interest | 224 | 177 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 354,767 | 290,282 |
Restricted cash | 279,478 | 135,149 |
Total cash, cash equivalents and restricted cash | $ 634,245 | $ 425,431 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Non-controlling Interests | Redeemable Convertible Preferred Units | Common Units | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Class A Common StockCommon Stock | Class B Common StockCommon Stock |
Redeemable Non-controlling Interests, beginning balance at Dec. 31, 2020 | $ 0 | ||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 267,688,054 | ||||||||
Balance at the beginning at Dec. 31, 2020 | $ 771,979 | ||||||||
Redeemable Convertible Preferred Units | |||||||||
Remeasurement of redeemable convertible preferred units | $ 426,101 | ||||||||
Redeemable Non-controlling Interests, ending balance at Mar. 31, 2021 | 0 | ||||||||
Balance at the end (in shares) at Mar. 31, 2021 | 267,688,054 | ||||||||
Balance at the end at Mar. 31, 2021 | $ 1,198,080 | ||||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 176,824,152 | 0 | 0 | ||||||
Balance at the beginning at Dec. 31, 2020 | $ (576,850) | $ 0 | $ 0 | $ (577,091) | $ 241 | $ 0 | $ 0 | ||
Equity | |||||||||
Exercise of stock option (in shares) | 65,000 | ||||||||
Exercise of stock options | 65 | 65 | |||||||
Equity-based compensation | 843 | 843 | |||||||
Foreign currency translation adjustments | (305) | (305) | |||||||
Net loss | 0 | ||||||||
Net loss | (49,293) | (49,293) | |||||||
Remeasurement of redeemable convertible preferred units | (426,101) | (908) | (425,193) | ||||||
Balance at the end (in shares) at Mar. 31, 2021 | 176,889,152 | 0 | 0 | ||||||
Balance at the end at Mar. 31, 2021 | (1,051,641) | $ 0 | 0 | (1,051,577) | (64) | $ 0 | $ 0 | ||
Redeemable Non-controlling Interests, beginning balance at Dec. 31, 2021 | 1,770,096 | 1,770,096 | |||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | ||||||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | ||||||||
Redeemable Convertible Preferred Units | |||||||||
Vesting of employee equity units | 992 | ||||||||
Exercise of stock options | (12) | ||||||||
Equity-based compensation | 1,616 | ||||||||
Foreign currency translation adjustments | 211 | ||||||||
Net loss | (27,856) | ||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | 21,412 | ||||||||
Redeemable Non-controlling Interests, ending balance at Mar. 31, 2022 | 1,766,459 | $ 1,766,459 | |||||||
Balance at the end (in shares) at Mar. 31, 2022 | 0 | ||||||||
Balance at the end at Mar. 31, 2022 | $ 0 | ||||||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 214,793,795 | 212,751,977 | ||||||
Balance at the beginning at Dec. 31, 2021 | (751,946) | $ 0 | 0 | (751,929) | (59) | $ 21 | $ 21 | ||
Equity | |||||||||
Vesting of employee equity units (in shares) | 846,589 | ||||||||
Vesting of employee equity units | (992) | (992) | |||||||
Exercise of stock option (in shares) | 10,085 | ||||||||
Exercise of stock options | 33 | 33 | |||||||
Equity-based compensation | 10,014 | 10,014 | |||||||
Foreign currency translation adjustments | 213 | 213 | |||||||
Net loss | (28,082) | (28,082) | |||||||
Adjustment of redeemable noncontrolling interest to redemption amount | (21,412) | (9,055) | (12,357) | ||||||
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 214,803,880 | 213,598,566 | ||||||
Balance at the end at Mar. 31, 2022 | $ (792,172) | $ 0 | $ 0 | $ (792,368) | $ 154 | $ 21 | $ 21 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Vacasa, Inc. 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 America, Belize, and Costa Rica. 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 conducts its business through Vacasa Holdings LLC (Vacasa Holdings or OpCo) and its subsidiaries. The Company is headquartered in Portland, Oregon. Vacasa, Inc. was incorporated on July 1, 2021, under the laws of the state of Delaware for the purpose of consummating the business combination (the Business Combination) contemplated by that certain business combination agreement, dated as of July 28, 2021 (as amended, the "Business Combination Agreement"), by and among TPG Pace Solutions Corp., a Cayman Islands exempted company (TPG Pace), Vacasa Holdings, Turnkey Vacations, Inc. (TK Newco), certain Vacasa Holdings equity holders (together with TK Newco, the “Blockers”), the Company, and certain other parties. On December 6, 2021, the Company consummated the Business Combination, pursuant to which, among other things, TPG Pace merged with and into the Company, the separate corporate existence of TPG Pace ceased, and the Company became the surviving corporation. The Business Combination was accounted for as a reverse recapitalization (the Reverse Recapitalization) in accordance with U.S. GAAP. Under this method of accounting, Vacasa, Inc. has been treated as the “acquired” company for financial reporting purposes, with Vacasa Holdings considered to be the accounting acquirer. For more details, see the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (2021 Annual Report). |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. The financial information as of December 31, 2021 contained in this Quarterly Report is derived from the audited consolidated financial statements and notes included in the Company's 2021 Annual Report, 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. As of March 31, 2022, the Company holds 214,803,880 units of Vacasa Holdings (OpCo Units), which represents a 50.1% ownership interest. The portion of the consolidated subsidiaries not owned by the Company and any related activity is eliminated through redeemable noncontrolling interests in the consolidated balance sheets and net loss attributable to redeemable noncontrolling interests in the condensed consolidated statements of operations. The consolidated financial statements of Vacasa Holdings and its subsidiaries have been determined to be the predecessor for accounting and reporting purposes of the period prior to the Reverse Recapitalization. Following the consummation of the Business Combination, the Company is an “emerging growth company” (EGC), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), which permits the Company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As of January 1, 2022, the Company has elected to irrevocably opt out of the extended transition period. 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 credit losses, valuation of assets acquired and liabilities assumed in business acquisitions and related contingent consideration, valuation of warrants, valuation of Class G Common Stock, 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 Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants. While COVID-19 and measures to prevent its spread have impacted the Company in a number of ways, we believe that these impacts on the Company have diminished and will continue to diminish over time . However, the full impact and duration of COVID-19 remains uncertain and will depend on future developments, including the duration and spread of the pandemic, new strains and variants, and related actions taken by federal, state, and local government officials to prevent and manage disease spread and mitigate its economic impact, all of which remain uncertain and unpredictable. The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. As it relates to the Company, the CARES Act allowed 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. As of March 31, 2022, and December 31, 2021, the remaining deferral of $3.8 million is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. 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. The Company received no wage subsidy from the Canadian government as part of the CEWS for the three months ended March 31, 2022 and $0.4 million for the three months ended March 31, 2021. These subsidies are included in operating costs and expenses in the condensed consolidated statement of operations. Significant Accounting Policies Other than the changes discussed below related to equity-based compensation and the adoption of new accounting pronouncements, there were no significant changes to the policies disclosed in Note 2, Significant Accounting Policies of the Company's 2021 Annual Report. Equity-Based Compensation The Company measures all equity-based compensation awards based on their estimated fair values on the date of grant. For awards with graded vesting features that contain only service conditions, the Company recognizes compensation expense on a straight-line basis over the requisite service period for the entire award. For awards with graded vesting features that contain either market or performance conditions, the Company recognizes compensation expense over the requisite service period for each separately-vesting tranche as though each tranche of the award is, in substance, a separate award. The Company accounts for forfeitures as they occur. Equity-based compensation awards granted subsequent to the Reverse Recapitalization consist of restricted stock units (RSUs) and performance stock units (PSUs). The fair value of RSUs is measured based on the closing market price of the underlying stock on the date of grant. The fair value of PSUs is based on certain market performance criteria and is measured using a Monte Carlo simulation pricing model. Equity-based compensation awards granted prior to the Reverse Recapitalization consist of stock appreciation rights (SARs), stock options, and employee equity units. The determination of the grant-date fair value of these awards utilized an option-pricing model that used the value of the Company's equity units on the date of grant, the expected term of the awards, volatility, risk-free interest rate, and discount for lack of marketability. The Company's computation of expected volatility was 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 reflected the U.S. Treasury yield curve for a similar instrument with the same expected term in effect at the time of the grant. The value of the Company's equity units was determined by first determining the business enterprise value (BEV) of Vacasa Holdings and then allocating that equity fair value to Vacasa Holdings' redeemable convertible preferred units, common units and common unit equivalents. The BEV was estimated primarily using a market approach, which measures the value of a business through an analysis of recent sales or offerings of comparable investments or assets and comparing a business to a group of its peer companies. Accounting Pronouncements Adopted in Fiscal 2022 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, and 2019-10. The guidance requires an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The updated guidance became effective for the Company beginning on January 1, 2022. The Company adopted the standard using the method of adoption that allowed the Company to record the cumulative effect of initially applying the guidance at the beginning of the period of adoption. The Company elected certain practical expedients, including not reassessing whether any expired or existing contracts are or contain leases, not reassessing the lease classification for any expired or existing leases, and not reassessing initial direct costs for any existing leases. The Company also elected the practical expedient to not separate lease and non-lease components for all classes of assets. Lastly, the Company elected the short-term lease exception for all classes of assets, and therefore has not applied the recognition requirements for leases of 12 months or less. Upon adoption as of January 1, 2022, the Company recognized operating lease right-of-use assets of $35.1 million and operating lease liabilities of $36.7 million. See Note 8, Leases , for additional information. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments, Credit Losses (Topic 326). This ASU has been subsequently amended by ASUs 2018-19, 2019-04, 2019-05, 2019-11, and 2020-03. Topic 326 replaces the existing incurred loss impairment model with a methodology that incorporates all expected credit loss estimates, resulting in more timely recognition of losses. Under Topic 326, the Company is required to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported financial assets. It also requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses. The Company adopted Topic 326 on January 1, 2022 on a modified retrospective basis. The adoption did not have a material effect on the Company's consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires acquirers to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired revenue contracts using the recognition and measurement guidance in ASC Topic 606, Revenue from Contracts with Customers (Topic 606). As a result, for deferred revenue acquired in a business combination, the Company will no longer record deferred revenue at fair value and instead will record deferred revenue in accordance with Topic 606. This will generally result in an increase to goodwill and more post-acquisition revenue being recorded. The Company adopted ASU 2021-08 on January 1, 2022, and the new guidance has been applied prospectively to business combinations occurring after this date. The ongoing impact of the new guidance will be fact-dependent on the transactions within its scope. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. Key changes outlined within the new standard include hybrid tax regimes, intra-period tax allocation exception and interim-period accounting for enacted changes in tax law. The Company adopted ASU 2019-12 on January 1, 2022. The adoption did not have a material effect on the Company's consolidated financial statements. Accounting Pronouncements Not Yet Adopted The Company has not identified any recent accounting pronouncements that are expected to have a material impact on the Company's financial position, results of operations, or cash flows. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Disaggregation Revenue is primarily generated from our vacation rental platform in which the Company acts as the exclusive agent on the homeowners’ behalf to facilitate the reservation transaction between guests and owners. Vacation rental platform revenues primarily consist of the integrated agency services that the Company provides under the homeowner contract. Vacation rental platform revenues also include home care solutions provided directly to the homeowner, such as home maintenance and improvement services linen and towel supply programs, supplemental housekeeping services, and other related services. Other services consist of 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. A disaggregation of the Company’s revenues by nature of the Company’s performance obligations are as follows (in thousands): Three Months Ended March 31, 2022 2021 Vacation rental platform $ 236,383 $ 118,213 Other services 10,877 11,205 Total $ 247,260 $ 129,418 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 recognized into revenue over the period in which a guest completes a stay. Substantially all of the deferred revenue balances at the end of each period are expected to be recognized as revenue within the subsequent 12 months. Future Stay Credits In the event a booked reservation made through our website or app is cancelled, the Company may offer a refund or a future stay credit up to the value of the booked reservation. Future stay credits are recognized upon issuance as a liability on our consolidated balance sheets. Revenue from future stay credits are recognized when redeemed by customers, net of the portion of the booking attributable to funds payable to owners and hospitality and sales taxes payable. The Company estimates the portion of future stay credits that will not be redeemed by guests and recognizes these amounts as breakage revenue in proportion to the expected pattern of redemption or upon expiration. Future stay credits typically expire fifteen months from the date of issue. As part of the Company’s response to the COVID-19 pandemic, certain future stay credits issued during the first three quarters of 2020 were extended from their original expiration, and the first of these future stay credits began to expire during the first quarter of 2022. Prior to the first quarter of 2022, the Company did not recognize breakage revenue associated with future stay credits. The Company determined that any estimate of breakage was fully constrained, primarily due to a lack of historical information to make the estimate since no future stay credits had yet reached their expiration date. For the three months ended March 31, 2022, the Company recognized breakage revenue of $15.0 million, of which $11.1 million related to expirations that occurred during the first quarter of 2022, and $3.9 million related to expected breakage associated with future stay credits expiring in later periods. The table below presents the activity of our future stay credit liability balance (in thousands): Three Months Ended March 31, 2022 Balance as of December 31, 2021 $ 30,995 Issuances 4,994 Acquired in business combinations 35 Redemptions (10,591) Breakage recognized in revenue (15,044) Foreign currency fluctuations 4 Balance as of March 31, 2022 $ 10,393 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 March 31, 2022 and December 31, 2021 were $15.3 million and $12.0 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 months ended March 31, 2022 and 2021 was $1.3 million and $0.9 million, respectively. Allowance for Credit Losses As of March 31, 2022 and December 31, 2021, the Company’s allowance for credit losses related to accounts receivable was $11.6 million and $11.6 million, respectively. For three months ended March 31, 2022 and 2021, the Company recognized credit loss expense of $0.9 million and $1.9 million, respectively, which were recorded as a component of general and administrative expense in the condensed consolidated statements of operations. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 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 homes 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. Three Months Ended March 31, 2022 During the three months ended March 31, 2022, the Company completed seven separate portfolio transactions, accounted for as business combinations, for total consideration of $18.9 million, comprised of $13.0 million cash paid, net of cash acquired, $1.8 million of contingent consideration, and $4.1 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, $13.3 million was attributable to goodwill, $8.4 million was attributable to intangible assets, $8.9 million was attributable to receivables, $11.8 million was attributable to liabilities for advanced deposits received from guests (consisting of funds payable to owners, hospitality and sales taxes payable, deferred revenues, and future stay credits), 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 five years. Pro forma and historical post-closing results of operations for these transactions were not material to the Company’s condensed consolidated statements of operations. Transaction costs associated with these other business combinations completed during the three months periods ended March 31, 2022 were not material and were expensed as incurred. During the three months ended March 31, 2022, the Company recorded measurement period adjustments related to the TurnKey acquisition and certain portfolio transactions that occurred in prior periods. For more information about these acquisitions, see the Company's 2021 Annual Report. The impact of the measurement period adjustments was an increase to goodwill of $9.8 million, an increase to liabilities for advanced deposits received from guests (consisting of funds payable to owners, hospitality and sales taxes payable, deferred revenues, and future stay credits) of $8.7 million, and a decrease to intangible assets of $1.2 million. The remaining changes in purchase consideration, acquired assets, and assumed liabilities were not material. As of March 31, 2022, the purchase price allocation for the TurnKey acquisition was finalized. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 31,783 $ 31,783 Class G Common Stock (1) — — 60,712 60,712 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 37,966 $ 37,966 Class G Common Stock (1) — — 61,514 61,514 (1) For more information, see Note 13, Equity of our 2021 Annual Report. 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 liabilities for contingent earnout share consideration represented by the Company's Class G Common Stock. 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 months ended March 31, 2022 and 2021, respectively. The contingent earnout share consideration represented by the Company's Class G Common Stock is recorded in other long-term liabilities on the condensed consolidated balance sheets. The fair value of the Class G Common Stock is estimated on a recurring basis using the Monte Carlo simulation method. The fair value is based on the simulated stock price of the Company over the remaining term of the shares. Per the contractual terms, the Class G Common Stock is automatically converted to Class A shares at certain conversion ratios upon the occurrence of their respective triggering events. Inputs used to determine the estimated fair value of the Class G Common Stock includes the remaining contractual term of the shares, the risk-free rate, the volatility of comparable companies over the remaining term, and the price of the Company's Class A Common Stock. The Company assesses the fair value of the Class G Common Stock at each reporting date with any changes reflected as other income (expense), net in the condensed consolidated statements of operations. The following table summarizes the changes in Company's Class G Common Stock measured and recorded at fair value on a recurring basis using significant unobservable inputs (in thousands): Three Months Ended March 31, 2022 Balance as of December 31, 2021 $ 61,514 Change in fair value of Class G Common Stock included in earnings (802) Balance as of March 31, 2022 $ 60,712 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Land $ 13,394 $ 13,394 Buildings and building improvements 12,474 12,665 Leasehold improvements 6,534 6,426 Computer equipment 12,454 11,471 Furniture, fixtures, and other 18,280 15,900 Vehicles 6,809 6,457 Internal-use software 45,721 43,234 Total 115,666 109,547 Less: Accumulated depreciation (46,957) (42,361) Property and equipment, net $ 68,709 $ 67,186 |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill Intangible assets, net consisted of the following (in thousands): Weighted Average Useful Life Remaining (in years) As of March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Homeowner contracts 5 $ 260,150 $ (61,348) $ 198,802 Databases, photos, and property listings 1 26,143 (18,868) 7,275 Trade names 1 9,949 (8,946) 1,003 Other (1) 3 3,087 (2,591) 496 Total intangible assets $ 299,329 $ (91,753) $ 207,576 Weighted Average Useful Life Remaining (in years) As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Homeowner contracts 5 $ 253,359 $ (48,669) $ 204,690 Databases, photos, and property listings 1 25,659 (15,953) 9,706 Trade names 1 9,908 (8,370) 1,538 Other (1) 4 3,022 (2,457) 565 Total intangible assets $ 291,948 $ (75,449) $ 216,499 (1) Other intangible assets primarily consisted of noncompete agreements, websites, and domain names. The Company's estimated future amortization of intangible assets as of March 31, 2022 is expected to be as follows (in thousands): Year Ending December 31: Amount Remainder of 2022 $ 39,136 2023 48,385 2024 43,314 2025 40,409 2026 19,980 Thereafter 16,352 Total $ 207,576 The following table summarizes the changes in the Company's goodwill balance (in thousands): Three Months Ended March 31, 2022 Balance as of December 31, 2021 $ 754,506 Acquisitions 13,266 Measurement period adjustments 9,779 Foreign exchange translation and other 69 Balance as of March 31, 2022 $ 777,620 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company's material operating leases consist of certain corporate and field office facilities with remaining lease terms ranging from one Since the rates implicit in the Company's operating leases are not readily determinable, the Company uses its incremental borrowing rates based on the remaining lease term to determine the present value of future lease payments. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The components of lease cost for the three months ended March 31, 2022 were as follows (in thousands): Three Months Ended March 31, 2022 Operating lease cost $ 3,505 Variable lease cost 723 Short-term lease cost 1,554 Total lease cost $ 5,782 Of the total lease cost recorded for the three months ended March 31, 2022, $1.1 million was recorded in cost of revenue, $3.3 million was recorded in operations and support, and $1.4 million was recorded in general and administrative expense in the condensed consolidated statements of operations. Rent expense for the three months ended March 31, 2021 totaled $5.8 million, of which $1.7 million was recorded in cost of revenue, $2.9 million was recorded in operations and support, and $1.2 million was recorded in general and administrative expense in the condensed consolidated statement of operations. Amounts recognized in the condensed consolidated balance sheet related to operating leases as of March 31, 2022 were as follows (in thousands): As of March 31, 2022 Assets Other long-term assets $ 32,929 Liabilities Accrued expenses and other current liabilities $ 10,417 Other long-term liabilities 24,180 Total lease liabilities $ 34,597 Maturities of operating lease liabilities as of March 31, 2022 were as follows (in thousands): As of March 31, 2022 Remainder of 2022 $ 9,797 2023 8,352 2024 6,039 2025 4,959 2026 3,644 Thereafter 7,051 Total lease payments 39,842 Less: Interest (5,245) Total lease liabilities $ 34,597 As of December 31, 2021, future minimum lease payments for non-cancelable operating leases with an initial or remaining term greater than one year were as follows (in thousands): As of December 31, 2021 2022 $ 13,820 2023 8,221 2024 5,916 2025 4,936 2026 3,770 Thereafter 7,285 Total future minimum obligations $ 43,948 Other information related to operating leases as of March 31, 2022 was as follows: As of March 31, 2022 Weighted-average remaining lease term (in years) 4.9 Weighted-average discount rate 5.6 % Supplemental cash flow information related to operating leases for the three months ended March 31, 2022 was as follows (in thousands): Three Months Ended March 31, 2022 Cash paid for operating lease liabilities $ 3,505 Lease liabilities exchanged for right-of-use assets $ 883 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Employee-related accruals $ 29,234 $ 25,599 Homeowner reserves 7,891 6,365 Current portion of acquisition liabilities (1) 32,774 31,444 Current portion of operating lease liabilities 10,417 — Other 10,915 8,425 Total accrued expenses and other current liabilities $ 91,231 $ 71,833 (1) The current portion of acquisition liabilities includes contingent consideration and deferred payments to sellers due within one year. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company's long-term debt obligations consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Senior Secured Convertible Notes $ — $ — Other 500 637 Total debt 500 637 Less: Deferred financing costs — — Less: Current maturities (1) (250) (125) Long-term portion $ 250 $ 512 (1) Current maturities of debt are recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets. 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 notes were to mature on June 20, 2023, but were converted into approximately $140.4 million Series D-1 preferred units immediately prior to the consummation of the Reverse Recapitalization on December 6, 2021 (see Note 1, Description of Business ). The D-1 Convertible Notes accrued cash interest daily at 3% per annum, payable annually in arrears on the anniversary date of the initial closing date. Additionally, the D-1 Convertible Notes accrued payment in kind interest fees (PIK interest) equal to 7% per annum, which was capitalized by adding the full amount of PIK interest to the principal balance on each anniversary date of the initial closing. Revolving Credit Facility 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, as subsequently amended in December 2021 (as amended, the “Credit Agreement"; capitalized terms used herein and not otherwise defined are used as defined in the Credit Agreement), provides for a senior secured revolving credit facility in an aggregate principal amount of $105.0 million and a sub-facility for letters of credit in aggregate face amount of $40.0 million, which reduces borrowing availability under the revolving credit facility. 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 0.0% 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 a number of covenants that, among other things and subject to certain exceptions, restrict the ability of the Borrower and its restricted subsidiaries to: • create, incur, assume or permit to exist any debt or liens; • merge into or consolidate or amalgamate with any other person, or permit any other person to merge into or consolidate with it, or liquidate or dissolve; • make or hold certain investments; • sell, transfer, lease, license or otherwise dispose of its assets, including equity interests (and, in the case of restricted subsidiaries, the issuance of additional equity interests); • pay dividends or make certain other restricted payments; • substantively alter the character of the business of the Borrower and its restricted subsidiaries, taken as a whole; and • sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its affiliates. In addition, beginning on June 30, 2022, the Borrower and its restricted subsidiaries will be required to maintain a minimum amount of consolidated revenue, measured on a trailing four-quarter basis, as of the last date of each fiscal quarter, provided that such covenant will only apply if, on such date, the aggregate principal amount of outstanding borrowings under the Revolving Credit Facility and letters of credit (excluding undrawn amounts under any letters of credit in an aggregate face amount of up to $20.0 million and letters of credit that have been cash collateralized) exceeds 35% of the then-outstanding revolving commitments. The Borrower will also be required to maintain liquidity of at least $15.0 million as of the last date of each fiscal quarter beginning on June 30, 2022. 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. As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Credit Agreement, and the Company was in compliance with all covenants under the agreement. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long Term Liabilities | Other L ong- T erm L iabilities Other long-term liabilities consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Class G Common Stock (1) $ 60,712 $ 61,514 Long-term portion of acquisition liabilities (2) 30,670 33,301 Long-term portion of operating lease liabilities 24,180 — Other 13,575 17,308 Total other long-term liabilities $ 129,137 $ 112,123 (1) For more information, see Note 13, Equity of our 2021 Annual Report. (2) The long-term portion of acquisition liabilities includes contingent consideration and deferred payments to sellers due after one year. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesFor the three months ended March 31, 2022, the effective tax rate was a 1% expense on pre-tax loss, compared to a 0% benefit on pre-tax loss for the three months ended March 31, 2021. The effective tax rate differs from our statutory rate in both periods due to the effect of flow-through entity income and losses for which the taxable income or loss is allocated to the members and due to valuation allowance considerations in 2022. |
Equity and Equity-based Compens
Equity and Equity-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity and Equity-based Compensation | Equit y and Equity-based Com pensation Equity-based Award Activities Restricted Stock Units A summary of the restricted stock unit (RSU) activity was as follows during the period indicated: Activity Type Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 3,769 6.54 Vested (345) 8.11 Forfeited (34) 6.43 Outstanding as of March 31, 2022 3,390 6.38 As of March 31, 2022, there was unrecognized compensation expense of $19.3 million related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.6 years. Performance Stock Units We have granted Performance Stock Units (PSUs) to certain executives, which vest based upon the achievement of performance criteria and requisite service. The performance criteria are based on the achievement of certain share price appreciation targets. Attainment of each share price appreciation target is measured based on the trailing 60-day average closing trading price of our Class A Common Stock or, in the event of a change in control, the amount per share of Class A Common Stock to be paid to a stockholder in connection with such change in control. Depending on the performance achieved and requisite service, the actual number of shares of Class A Common Stock issued to the holder may range from 0% to 200% of the number of PSUs granted. A summary of the PSU activity was as follows during the period indicated: Activity Type Performance Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 764 4.97 Outstanding as of March 31, 2022 764 4.97 As of March 31, 2022, no PSUs have vested, and up to 1,527,362 shares of Class A Common Stock may be issuable in future periods if all service and performance requirements are achieved. As of March 31, 2022, there was unrecognized compensation expense of $3.6 million related to unvested PSUs, which is expected to be recognized over a weighted-average period of 2.5 years. Stock Appreciation Rights A summary of the stock appreciation rights (SARs) activity was as follows during the period indicated: Activity Type Stock Appreciation Rights Weighted Average Exercise Price Outstanding as of December 31, 2021 5,014 $ 2.95 Exercised — — Forfeited (122) 6.13 Outstanding as of March 31, 2022 4,892 2.88 As of March 31, 2022, there was $7.4 million of unrecognized compensation expense for the Company's SARs that will be recognized over a weighted-average remaining recognition period of 0.6 years. As of March 31 ,2022, the Company's outstanding SARs had a weighted-average remaining contractual life of 4.1 years and an intrinsic value of $26.4 million. Stock Options A summary of the stock options activity was as follows during the period indicated: Activity Type Stock Options Weighted Average Exercise Price Outstanding as of December 31, 2021 5,461 $ 0.91 Exercised (10) 2.05 Forfeited (35) 1.87 Outstanding as of March 31, 2022 5,416 0.91 As of March 31, 2022, there was $0.8 million of unrecognized compensation expense for the Company's stock options that will be recognized over a weighted-average remaining recognition period of 2.2 years. As of March 31, 2022, the Company's outstanding stock options had a weighted-average remaining contractual life of 6.1 years and an intrinsic value of $39.9 million. Profit Interest Units (Employee Equity Units) A summary of the Vacasa Employee Holdings LLC employee equity units is as follows: Employee Equity Units Weighted-Average Grant Date Fair Value Unvested outstanding as of December 31, 2021 4,954 $ 4.34 Vested (847) 1.02 Forfeited — — Unvested outstanding as of March 31, 2022 4,107 4.65 As of March 31, 2022, there was $16.2 million of unrecognized compensation expense related to unvested employee equity units, which is expected to be recognized over a weighted-average period of 2.9 years. ESPP Plan As of March 31, 2022, participation in the Company's 2021 Nonqualified Employee Stock Purchase Plan (ESPP Plan) was not available to employees, and there were no shares of Class A Common Stock purchased under the ESPP Plan. Equity-Based Compensation Expense 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 March 31, 2022 2021 Cost of revenue $ 298 $ — Operations and support 2,454 31 Technology and development 2,761 167 Sales and marketing 2,773 239 General and administrative 3,344 406 Total equity-based compensation expense $ 11,630 $ 843 Vacasa Holdings LLC Equity For the three months ended March 31, 2021, Vacasa Holdings redeemable convertible preferred units were probable of becoming redeemable in the future and were recorded at their maximum redemption amount, which was the greater of the original preferred unit issue price plus an amount equal to the preferred unpaid return or the then current fair value, at each balance sheet date. The Company recorded a loss of $426.1 million to remeasure its redeemable convertible preferred units to their maximum redemption values during the three months ended March 31, 2021. Subsequent to April 1, 2021, the Company did not adjust the carrying value of the Vacasa Holdings redeemable convertible preferred units to the deemed liquidation value of such units, as a qualifying liquidation event was not probable. In connection with the Reverse Recapitalization on December 6, 2021, all of the existing holders of Vacasa Holdings preferred units exchanged their interests in Vacasa Holdings for Class A Common Stock or Class B Common Stock and OpCo Units in Vacasa Holdings, and the Vacasa Holdings redeemable convertible preferred units are no longer outstanding. For the three months ended March 31, 2021, Vacasa Holdings common unit warrants were measured and recorded at fair value on a recurring basis. The Company recorded a loss of $6.6 million to remeasure the common unit warrants to their fair values during the three months ended March 31, 2021. In connection with the Reverse Recapitalization on December 6, 2021, these warrants were net exercised in accordance with their terms and are no longer outstanding as of March 31, 2022 or December 31, 2021. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss per Share The Company calculates earnings (loss) per share in accordance with ASC 260, Earnings Per Share, which requires the presentation of basic and diluted earnings (loss) per share. Basic earnings (loss) per share is calculated by dividing net income attributable to Vacasa, Inc. by the weighted-average shares of Class A Common Stock outstanding without the consideration for potential dilutive shares of common stock. Diluted loss per share represents basic earnings (loss) per share adjusted to include the potentially dilutive effect of employee equity units, RSUs, PSUs, SARs, stock options, and Class G Common Stock. Diluted earnings (loss) per share is computed by dividing the net income by the weighted-average number of Class A Common Stock equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable. During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded. The Company analyzed the calculation of earnings (loss) per share for periods prior to the Reverse Recapitalization as described in Note 1, Description of Business , and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements. Therefore, loss per share information has not been presented for periods prior to the Reverse Recapitalization on December 6, 2021. The following is a reconciliation of basic and diluted loss per Class A common share from continuing operations for the three months ended March 31, 2022 (in thousands, except per share data): Three Months Ended March 31, 2022 Net loss attributable to Class A Common Stockholders for basic and diluted net loss per share $ (28,082) Weighted-average shares for basic and diluted net loss per share (1) 214,940 Basic and Diluted net loss per share of Class A common stock $ (0.13) (1) Basic and diluted weighted-average shares outstanding include restricted stock units that have vested but whose settlement into common stock has not yet occurred. Shares of the Company's Class B Common Stock and Class G Common Stock do not participate in earnings or (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of Class B Common Stock and Class G Common Stock under the two-class method has not been presented. The following outstanding potentially dilutive securities were excluded from the calculation of diluted loss per Class A common share attributable to common stockholders either because their impact would have been antidilutive for the period presented or because they were contingently issuable upon the satisfaction of certain market conditions (in thousands): Three Months Ended March 31, 2022 OpCo units (1) 213,599 Restricted stock units 3,390 Performance stock units (2) 1,527 Stock appreciation rights 4,892 Stock options 5,416 Employee equity units 4,107 Class G Common Stock 8,227 Common shares excluded from calculation of diluted net loss per share 241,158 (1) These securities are neither dilutive or anti-dilutive for the period presented as their assumed conversion under the “if-converted” method to “Weighted-average shares for diluted net loss per share” would cause a proportionate increase to “Net loss attributable to Class A Common Stockholders for diluted net loss per share.” (2) PSUs are contingently issuable upon the satisfaction of certain market conditions. As of March 31, 2022, none of the requisite market conditions have been met, and therefore all such contingently issuable shares have been excluded from the calculation of diluted loss per share of Class A Common Stock. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases See Note 8, Leases . Regulatory Matters and Legal Proceedings The Company’s operations are subject to dynamic laws, rules, and regulations 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, homeowner association 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 on behalf of its homeowners. 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 March 31, 2022 and December 31, 2021, the Company had an obligation to remit Lodging Taxes collected from guests who had stayed in these jurisdictions totaling $17.9 million and $11.1 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 that subject the Company’s operations to such taxes. The Company is under audit and inquiry by various domestic tax authorities with regard to non-income tax matters. 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. 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. As of March 31, 2022 and December 31, 2021, accrued obligations related to these estimated taxes, including estimated penalties and interest, totaled $11.6 million and $13.1 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. Refer to Note 12, Income Taxes , for further discussion on other income tax matters. 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 March 31, 2022 and as of the filing of this Quarterly Report, 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 $1.0 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 $1.0 million per occurrence for guest-caused damage to a covered property, up to $25,000 per occurrence for damage to contents, and bedbug protection up to $15,000. 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 bylaws contain 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries, and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. The financial information as of December 31, 2021 contained in this Quarterly Report is derived from the audited consolidated financial statements and notes included in the Company's 2021 Annual Report, 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. As of March 31, 2022, the Company holds 214,803,880 units of Vacasa Holdings (OpCo Units), which represents a 50.1% ownership interest. The portion of the consolidated subsidiaries not owned by the Company and any related activity is eliminated through redeemable noncontrolling interests in the consolidated balance sheets and net loss attributable to redeemable noncontrolling interests in the condensed consolidated statements of operations. The consolidated financial statements of Vacasa Holdings and its subsidiaries have been determined to be the predecessor for accounting and reporting purposes of the period prior to the Reverse Recapitalization. Following the consummation of the Business Combination, the Company is an “emerging growth company” (EGC), as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), which permits the Company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As of January 1, 2022, the Company has elected to irrevocably opt out of the extended transition period. |
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 credit losses, valuation of assets acquired and liabilities assumed in business acquisitions and related contingent consideration, valuation of warrants, |
COVID19 Impacts | COVID-19 Impacts Since early 2020, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) and its variants. While COVID-19 and measures to prevent its spread have impacted the Company in a number of ways, we believe that these impacts on the Company have diminished and will continue to diminish over time . However, the full impact and duration of COVID-19 remains uncertain and will depend on future developments, including the duration and spread of the pandemic, new strains and variants, and related actions taken by federal, state, and local government officials to prevent and manage disease spread and mitigate its economic impact, all of which remain uncertain and unpredictable. The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. As it relates to the Company, the CARES Act allowed 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. As of March 31, 2022, and December 31, 2021, the remaining deferral of $3.8 million is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. 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. The Company received no wage subsidy from the Canadian government as part of the CEWS for the three months ended March 31, 2022 and $0.4 million for the three months ended March 31, 2021. These subsidies are included in operating costs and expenses in the condensed consolidated statement of operations. |
Accounting Pronouncements Adopted in Fiscal 2022 and Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Adopted in Fiscal 2022 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which has subsequently been amended by ASUs 2018-01, 2018-10, 2018-11, 2018-20, 2019-01, and 2019-10. The guidance requires an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The updated guidance became effective for the Company beginning on January 1, 2022. The Company adopted the standard using the method of adoption that allowed the Company to record the cumulative effect of initially applying the guidance at the beginning of the period of adoption. The Company elected certain practical expedients, including not reassessing whether any expired or existing contracts are or contain leases, not reassessing the lease classification for any expired or existing leases, and not reassessing initial direct costs for any existing leases. The Company also elected the practical expedient to not separate lease and non-lease components for all classes of assets. Lastly, the Company elected the short-term lease exception for all classes of assets, and therefore has not applied the recognition requirements for leases of 12 months or less. Upon adoption as of January 1, 2022, the Company recognized operating lease right-of-use assets of $35.1 million and operating lease liabilities of $36.7 million. See Note 8, Leases , for additional information. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments, Credit Losses (Topic 326). This ASU has been subsequently amended by ASUs 2018-19, 2019-04, 2019-05, 2019-11, and 2020-03. Topic 326 replaces the existing incurred loss impairment model with a methodology that incorporates all expected credit loss estimates, resulting in more timely recognition of losses. Under Topic 326, the Company is required to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported financial assets. It also requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses. The Company adopted Topic 326 on January 1, 2022 on a modified retrospective basis. The adoption did not have a material effect on the Company's consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires acquirers to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired revenue contracts using the recognition and measurement guidance in ASC Topic 606, Revenue from Contracts with Customers (Topic 606). As a result, for deferred revenue acquired in a business combination, the Company will no longer record deferred revenue at fair value and instead will record deferred revenue in accordance with Topic 606. This will generally result in an increase to goodwill and more post-acquisition revenue being recorded. The Company adopted ASU 2021-08 on January 1, 2022, and the new guidance has been applied prospectively to business combinations occurring after this date. The ongoing impact of the new guidance will be fact-dependent on the transactions within its scope. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. Key changes outlined within the new standard include hybrid tax regimes, intra-period tax allocation exception and interim-period accounting for enacted changes in tax law. The Company adopted ASU 2019-12 on January 1, 2022. The adoption did not have a material effect on the Company's consolidated financial statements. Accounting Pronouncements Not Yet Adopted The Company has not identified any recent accounting pronouncements that are expected to have a material impact on the Company's financial position, results of operations, or cash flows. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue 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 March 31, 2022 2021 Vacation rental platform $ 236,383 $ 118,213 Other services 10,877 11,205 Total $ 247,260 $ 129,418 |
Schedule of Future Stay Credit Liability | The table below presents the activity of our future stay credit liability balance (in thousands): Three Months Ended March 31, 2022 Balance as of December 31, 2021 $ 30,995 Issuances 4,994 Acquired in business combinations 35 Redemptions (10,591) Breakage recognized in revenue (15,044) Foreign currency fluctuations 4 Balance as of March 31, 2022 $ 10,393 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities 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 March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 31,783 $ 31,783 Class G Common Stock (1) — — 60,712 60,712 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 37,966 $ 37,966 Class G Common Stock (1) — — 61,514 61,514 |
Schedule of Fair Value Liabilities Measured on a Recurring Basis Unobservable Input Reconciliation | The following table summarizes the changes in Company's Class G Common Stock measured and recorded at fair value on a recurring basis using significant unobservable inputs (in thousands): Three Months Ended March 31, 2022 Balance as of December 31, 2021 $ 61,514 Change in fair value of Class G Common Stock included in earnings (802) Balance as of March 31, 2022 $ 60,712 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Land $ 13,394 $ 13,394 Buildings and building improvements 12,474 12,665 Leasehold improvements 6,534 6,426 Computer equipment 12,454 11,471 Furniture, fixtures, and other 18,280 15,900 Vehicles 6,809 6,457 Internal-use software 45,721 43,234 Total 115,666 109,547 Less: Accumulated depreciation (46,957) (42,361) Property and equipment, net $ 68,709 $ 67,186 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net consisted of the following (in thousands): Weighted Average Useful Life Remaining (in years) As of March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Homeowner contracts 5 $ 260,150 $ (61,348) $ 198,802 Databases, photos, and property listings 1 26,143 (18,868) 7,275 Trade names 1 9,949 (8,946) 1,003 Other (1) 3 3,087 (2,591) 496 Total intangible assets $ 299,329 $ (91,753) $ 207,576 Weighted Average Useful Life Remaining (in years) As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Homeowner contracts 5 $ 253,359 $ (48,669) $ 204,690 Databases, photos, and property listings 1 25,659 (15,953) 9,706 Trade names 1 9,908 (8,370) 1,538 Other (1) 4 3,022 (2,457) 565 Total intangible assets $ 291,948 $ (75,449) $ 216,499 |
Schedule of Company Estimated Future Amortization of Intangible Assets | The Company's estimated future amortization of intangible assets as of March 31, 2022 is expected to be as follows (in thousands): Year Ending December 31: Amount Remainder of 2022 $ 39,136 2023 48,385 2024 43,314 2025 40,409 2026 19,980 Thereafter 16,352 Total $ 207,576 |
Schedule of Changes in Goodwill | The following table summarizes the changes in the Company's goodwill balance (in thousands): Three Months Ended March 31, 2022 Balance as of December 31, 2021 $ 754,506 Acquisitions 13,266 Measurement period adjustments 9,779 Foreign exchange translation and other 69 Balance as of March 31, 2022 $ 777,620 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost | The components of lease cost for the three months ended March 31, 2022 were as follows (in thousands): Three Months Ended March 31, 2022 Operating lease cost $ 3,505 Variable lease cost 723 Short-term lease cost 1,554 Total lease cost $ 5,782 Supplemental cash flow information related to operating leases for the three months ended March 31, 2022 was as follows (in thousands): Three Months Ended March 31, 2022 Cash paid for operating lease liabilities $ 3,505 Lease liabilities exchanged for right-of-use assets $ 883 |
Assets and Liabilities, Lessee | Amounts recognized in the condensed consolidated balance sheet related to operating leases as of March 31, 2022 were as follows (in thousands): As of March 31, 2022 Assets Other long-term assets $ 32,929 Liabilities Accrued expenses and other current liabilities $ 10,417 Other long-term liabilities 24,180 Total lease liabilities $ 34,597 Other information related to operating leases as of March 31, 2022 was as follows: As of March 31, 2022 Weighted-average remaining lease term (in years) 4.9 Weighted-average discount rate 5.6 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of March 31, 2022 were as follows (in thousands): As of March 31, 2022 Remainder of 2022 $ 9,797 2023 8,352 2024 6,039 2025 4,959 2026 3,644 Thereafter 7,051 Total lease payments 39,842 Less: Interest (5,245) Total lease liabilities $ 34,597 |
Schedule of Future Minimum Lease Payments | As of December 31, 2021, future minimum lease payments for non-cancelable operating leases with an initial or remaining term greater than one year were as follows (in thousands): As of December 31, 2021 2022 $ 13,820 2023 8,221 2024 5,916 2025 4,936 2026 3,770 Thereafter 7,285 Total future minimum obligations $ 43,948 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Employee-related accruals $ 29,234 $ 25,599 Homeowner reserves 7,891 6,365 Current portion of acquisition liabilities (1) 32,774 31,444 Current portion of operating lease liabilities 10,417 — Other 10,915 8,425 Total accrued expenses and other current liabilities $ 91,231 $ 71,833 (1) The current portion of acquisition liabilities includes contingent consideration and deferred payments to sellers due within one year. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt Obligations | The Company's long-term debt obligations consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Senior Secured Convertible Notes $ — $ — Other 500 637 Total debt 500 637 Less: Deferred financing costs — — Less: Current maturities (1) (250) (125) Long-term portion $ 250 $ 512 (1) Current maturities of debt are recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets. |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Assets and Other Liabilities | Other long-term liabilities consisted of the following (in thousands): As of March 31, As of December 31, 2022 2021 Class G Common Stock (1) $ 60,712 $ 61,514 Long-term portion of acquisition liabilities (2) 30,670 33,301 Long-term portion of operating lease liabilities 24,180 — Other 13,575 17,308 Total other long-term liabilities $ 129,137 $ 112,123 (1) For more information, see Note 13, Equity of our 2021 Annual Report. |
Equity and Equity-based Compe_2
Equity and Equity-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Equity-based Award Activities | A summary of the restricted stock unit (RSU) activity was as follows during the period indicated: Activity Type Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 3,769 6.54 Vested (345) 8.11 Forfeited (34) 6.43 Outstanding as of March 31, 2022 3,390 6.38 A summary of the PSU activity was as follows during the period indicated: Activity Type Performance Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 764 4.97 Outstanding as of March 31, 2022 764 4.97 A summary of the stock appreciation rights (SARs) activity was as follows during the period indicated: Activity Type Stock Appreciation Rights Weighted Average Exercise Price Outstanding as of December 31, 2021 5,014 $ 2.95 Exercised — — Forfeited (122) 6.13 Outstanding as of March 31, 2022 4,892 2.88 A summary of the stock options activity was as follows during the period indicated: Activity Type Stock Options Weighted Average Exercise Price Outstanding as of December 31, 2021 5,461 $ 0.91 Exercised (10) 2.05 Forfeited (35) 1.87 Outstanding as of March 31, 2022 5,416 0.91 |
Summary of Employee Equity Units | A summary of the Vacasa Employee Holdings LLC employee equity units is as follows: Employee Equity Units Weighted-Average Grant Date Fair Value Unvested outstanding as of December 31, 2021 4,954 $ 4.34 Vested (847) 1.02 Forfeited — — Unvested outstanding as of March 31, 2022 4,107 4.65 |
Schedule of Equity Based Compensation Expense | 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 March 31, 2022 2021 Cost of revenue $ 298 $ — Operations and support 2,454 31 Technology and development 2,761 167 Sales and marketing 2,773 239 General and administrative 3,344 406 Total equity-based compensation expense $ 11,630 $ 843 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following is a reconciliation of basic and diluted loss per Class A common share from continuing operations for the three months ended March 31, 2022 (in thousands, except per share data): Three Months Ended March 31, 2022 Net loss attributable to Class A Common Stockholders for basic and diluted net loss per share $ (28,082) Weighted-average shares for basic and diluted net loss per share (1) 214,940 Basic and Diluted net loss per share of Class A common stock $ (0.13) (1) Basic and diluted weighted-average shares outstanding include restricted stock units that have vested but whose settlement into common stock has not yet occurred. |
Schedule of Outstanding Common Stock Equivalents Excluded from Diluted Net Loss Per Share due to Anti-Dilutive Effect | The following outstanding potentially dilutive securities were excluded from the calculation of diluted loss per Class A common share attributable to common stockholders either because their impact would have been antidilutive for the period presented or because they were contingently issuable upon the satisfaction of certain market conditions (in thousands): Three Months Ended March 31, 2022 OpCo units (1) 213,599 Restricted stock units 3,390 Performance stock units (2) 1,527 Stock appreciation rights 4,892 Stock options 5,416 Employee equity units 4,107 Class G Common Stock 8,227 Common shares excluded from calculation of diluted net loss per share 241,158 (1) These securities are neither dilutive or anti-dilutive for the period presented as their assumed conversion under the “if-converted” method to “Weighted-average shares for diluted net loss per share” would cause a proportionate increase to “Net loss attributable to Class A Common Stockholders for diluted net loss per share.” (2) PSUs are contingently issuable upon the satisfaction of certain market conditions. As of March 31, 2022, none of the requisite market conditions have been met, and therefore all such contingently issuable shares have been excluded from the calculation of diluted loss per share of Class A Common Stock. |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Other long-term assets | $ 32,929 | |||
Total lease liabilities | $ 34,597 | |||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02 | ||||
Class of Stock [Line Items] | ||||
Other long-term assets | $ 35,100 | |||
Total lease liabilities | $ 36,700 | |||
Vacasa Holdings LLC | ||||
Class of Stock [Line Items] | ||||
Common stock outstanding (in shares) | 214,803,880 | |||
Ownership interest | 50.10% | |||
COVID-19 | ||||
Class of Stock [Line Items] | ||||
Social security taxes, current | $ 3,800 | $ 3,800 | ||
Proceeds from wage subsidy | $ 0 | $ 400 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Disaggregation of Revenue | $ 247,260 | $ 129,418 |
Vacation rental platform | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregation of Revenue | 236,383 | 118,213 |
Other services | ||
Disaggregation of Revenue [Line Items] | ||
Disaggregation of Revenue | $ 10,877 | $ 11,205 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Breakage recognized in revenue | $ (15,044) | |||
Expirations | 11,100 | |||
Capitalized contract costs | 15,300 | $ 12,000 | ||
Amortization on contract costs | 1,300 | $ 900 | ||
Allowance for doubtful accounts | 11,600 | $ 11,600 | ||
Recognized breakage revenue | $ 859 | $ 1,946 | ||
Forecast | ||||
Disaggregation of Revenue [Line Items] | ||||
Expirations | $ 3,900 |
Revenue - Future Stay Credit (D
Revenue - Future Stay Credit (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Future Stay Credit [Roll Forward] | |
Beginning balance | $ 30,995 |
Issuances | 4,994 |
Acquired in business combinations | 35 |
Redemptions | (10,591) |
Breakage recognized in revenue | (15,044) |
Foreign currency fluctuations | 4 |
Ending balance | $ 10,393 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |||
Cash paid | $ 13,314 | $ 3,965 | |
Goodwill | 777,620 | $ 754,506 | |
Goodwill period adjustment | $ 9,779 | ||
Other Transactions | |||
Business Acquisition [Line Items] | |||
Number of separate portfolio transactions accounted as business combinations | segment | 7 | ||
Total purchase consideration | $ 18,900 | ||
Cash paid | 13,000 | ||
Contingent consideration | 1,800 | ||
Deferred payments to sellers | 4,100 | ||
Goodwill | 13,300 | ||
Intangible assets | 8,400 | ||
Accounts receivable, net | 8,900 | ||
Deferred liabilities | $ 11,800 | ||
Other Transactions | Maximum | Homeowner contracts | |||
Business Acquisition [Line Items] | |||
Weighted average useful life | 5 years | ||
TurnKey Acquisition | |||
Business Acquisition [Line Items] | |||
Goodwill period adjustment | $ 9,800 | ||
Measurement period adjustments, increase to liabilities for advanced deposits received | 8,700 | ||
Decrease to intangible assets | $ 1,200 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Contingent consideration | $ 31,783 | $ 37,966 |
Class G Common Stock | 60,712 | 61,514 |
Level 1 | ||
Liabilities | ||
Contingent consideration | 0 | 0 |
Class G Common Stock | 0 | 0 |
Level 2 | ||
Liabilities | ||
Contingent consideration | 0 | 0 |
Class G Common Stock | 0 | 0 |
Level 3 | ||
Liabilities | ||
Contingent consideration | 31,783 | 37,966 |
Class G Common Stock | $ 60,712 | $ 61,514 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable inputs (Details) - Series G Preferred Stock $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of December 31, 2021 | $ 61,514 |
Change in fair value of Class G Common Stock included in earnings | (802) |
Balance as of March 31, 2022 | $ 60,712 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 115,666 | $ 109,547 |
Less: Accumulated depreciation | (46,957) | (42,361) |
Property and equipment, net | 68,709 | 67,186 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 13,394 | 13,394 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 12,474 | 12,665 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 6,534 | 6,426 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 12,454 | 11,471 |
Furniture, fixtures, and other | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 18,280 | 15,900 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 6,809 | 6,457 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 45,721 | $ 43,234 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 299,329 | $ 291,948 |
Accumulated Amortization | (91,753) | (75,449) |
Net Carrying Amount | $ 207,576 | $ 216,499 |
Homeowner contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life Remaining (in years) | 5 years | 5 years |
Gross Carrying Amount | $ 260,150 | $ 253,359 |
Accumulated Amortization | (61,348) | (48,669) |
Net Carrying Amount | $ 198,802 | $ 204,690 |
Databases, photos, and property listings | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life Remaining (in years) | 1 year | 1 year |
Gross Carrying Amount | $ 26,143 | $ 25,659 |
Accumulated Amortization | (18,868) | (15,953) |
Net Carrying Amount | $ 7,275 | $ 9,706 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life Remaining (in years) | 1 year | 1 year |
Gross Carrying Amount | $ 9,949 | $ 9,908 |
Accumulated Amortization | (8,946) | (8,370) |
Net Carrying Amount | $ 1,003 | $ 1,538 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life Remaining (in years) | 3 years | 4 years |
Gross Carrying Amount | $ 3,087 | $ 3,022 |
Accumulated Amortization | (2,591) | (2,457) |
Net Carrying Amount | $ 496 | $ 565 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 39,136 | |
2023 | 48,385 | |
2024 | 43,314 | |
2025 | 40,409 | |
2026 | 19,980 | |
Thereafter | 16,352 | |
Net Carrying Amount | $ 207,576 | $ 216,499 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2021 | $ 754,506 |
Acquisitions | 13,266 |
Measurement period adjustments | 9,779 |
Foreign exchange translation and other | 69 |
Balance as of March 31, 2022 | $ 777,620 |
Intangible Assets, Net and Go_6
Intangible Assets, Net and Goodwill - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment charges | $ 0 |
Accumulated impairment to goodwill | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 3,505 | |
Rent expense | $ 5,800 | |
Cost of revenue | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 1,100 | |
Rent expense | 1,700 | |
Operations and support | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 3,300 | |
Rent expense | 2,900 | |
General and administrative expense | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 1,400 | |
Rent expense | $ 1,200 | |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Remaining lease terms | 1 year | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Remaining lease terms | 7 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 3,505 |
Variable lease cost | 723 |
Short-term lease cost | 1,554 |
Total lease cost | $ 5,782 |
Leases - Operating Leases Recog
Leases - Operating Leases Recognized in the Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other long-term assets | |
Other long-term assets | $ 32,929 | |
Liabilities | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |
Current portion of operating lease liabilities | $ 10,417 | $ 0 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | |
Other long-term liabilities | $ 24,180 | |
Total lease liabilities | $ 34,597 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 9,797 |
2023 | 8,352 |
2024 | 6,039 |
2025 | 4,959 |
2026 | 3,644 |
Thereafter | 7,051 |
Total lease payments | 39,842 |
Less: Interest | (5,245) |
Total lease liabilities | $ 34,597 |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 13,820 |
2023 | 8,221 |
2024 | 5,916 |
2025 | 4,936 |
2026 | 3,770 |
Thereafter | 7,285 |
Total future minimum obligations | $ 43,948 |
Leases - Other Operating Leases
Leases - Other Operating Leases Information (Details) | Mar. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 4 years 10 months 24 days |
Weighted-average discount rate | 5.60% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 3,505 |
Lease liabilities exchanged for right-of-use assets | $ 883 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Employee-related accruals | $ 29,234 | $ 25,599 |
Homeowner reserves | 7,891 | 6,365 |
Current portion of acquisition liabilities | 32,774 | 31,444 |
Current portion of operating lease liabilities | 10,417 | 0 |
Other | 10,915 | 8,425 |
Accrued expenses and other current liabilities | $ 91,231 | $ 71,833 |
Debt - Long-Term Debt Obligatio
Debt - Long-Term Debt Obligation (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 500 | $ 637 |
Less: Deferred financing costs | 0 | 0 |
Less: Current maturities | (250) | (125) |
Long-term portion | 250 | 512 |
Senior Secured Convertible Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 0 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 500 | $ 637 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | May 21, 2020 | Oct. 31, 2021 | Mar. 31, 2022 |
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 20 | ||
Percent of outstanding revolving commitments | 35.00% | ||
Liquidity required | $ 15 | ||
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 105 | ||
Commitment fee rate | 0.25% | ||
Revolving credit facility | Alternate Base Rate | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 1.50% | ||
Revolving credit facility | NYFRB Rate | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 0.50% | ||
Revolving credit facility | One Month London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 1.00% | ||
Revolving credit facility | LIBOR Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 1.00% | ||
Letter of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 40 | ||
COVID-19 | |||
Debt Instrument [Line Items] | |||
Proceeds from Senior Secured Convertible Notes | $ 108.1 | ||
D-1 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Net proceeds from offering, after deducting debt issuance costs | $ 105.9 | ||
Interest rate | 3.00% | ||
PIK interest | 7.00% | ||
D-1 Convertible Notes | Series D-1 Preferred Stock | |||
Debt Instrument [Line Items] | |||
Converted preferred stock (in shares) | 140.4 | ||
Eurocurrency Credit Agreement | Revolving credit facility | LIBOR Rate | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 2.50% | ||
Eurocurrency Credit Agreement | Revolving credit facility | LIBOR Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Spread on variable interest rate | 0.00% |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Class G Common Stock | $ 60,712 | $ 61,514 |
Long-term portion of acquisition liabilities | 30,670 | 33,301 |
Long-term portion of operating lease liabilities | 24,180 | 0 |
Other | 13,575 | 17,308 |
Other long-term liabilities | $ 129,137 | $ 112,123 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense on pre-tax loss | 1.00% | 0.00% |
Equity and Equity-based Compe_3
Equity and Equity-based Compensation - Summary of Employee Equity Units (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Restricted stock units | |
Number of units: | |
Outstanding balance at the beginning (in shares) | 0 |
Units granted (in shares) | 3,769 |
Units vested (in shares) | (345) |
Units forfeited (in shares) | (34) |
Outstanidng balance as the ending (in shares) | 3,390 |
Weighted-Average Grant Date Fair Value | |
Outstanding balance at the beginning (in usd per share) | $ / shares | $ 0 |
Units granted (in usd per share) | $ / shares | 6.54 |
Units vested (in usd per share) | $ / shares | 8.11 |
Units forfeited (in usd per share) | $ / shares | 6.43 |
Outstanding balance as the ending (in usd per share) | $ / shares | $ 6.38 |
Performance stock units | |
Number of units: | |
Outstanding balance at the beginning (in shares) | 0 |
Units granted (in shares) | 764 |
Units vested (in shares) | 0 |
Outstanidng balance as the ending (in shares) | 764 |
Weighted-Average Grant Date Fair Value | |
Outstanding balance at the beginning (in usd per share) | $ / shares | $ 0 |
Units granted (in usd per share) | $ / shares | 4.97 |
Outstanding balance as the ending (in usd per share) | $ / shares | $ 4.97 |
Employee Equity Units | |
Number of units: | |
Outstanding balance at the beginning (in shares) | 4,954 |
Units vested (in shares) | (847) |
Units forfeited (in shares) | 0 |
Outstanidng balance as the ending (in shares) | 4,107 |
Weighted-Average Grant Date Fair Value | |
Outstanding balance at the beginning (in usd per share) | $ / shares | $ 4.34 |
Units vested (in usd per share) | $ / shares | 1.02 |
Units forfeited (in usd per share) | $ / shares | 0 |
Outstanding balance as the ending (in usd per share) | $ / shares | $ 4.65 |
Equity and Equity-based Compe_4
Equity and Equity-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Adjustment to re-measurement of redeemable convertible preferred units | $ 0 | $ 426,101 |
Remeasure of common unit warrants | $ 6,600 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized equity-based compensation expense | $ 19,300 | |
Weighted average period of recognition | 2 years 7 months 6 days | |
PSUs vested (in shares) | 345,000 | |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized equity-based compensation expense | $ 3,600 | |
Weighted average period of recognition | 2 years 6 months | |
PSUs vested (in shares) | 0 | |
Performance stock units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of stock issued to holder | 0.00% | |
Performance stock units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of stock issued to holder | 200.00% | |
Performance stock units | Class A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance (in shares) | 1,527,362 | |
Stock appreciation rights | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized equity-based compensation expense | $ 7,400 | |
Weighted average period of recognition | 7 months 6 days | |
Weighted Average Remaining Contractual Term (in years) | 4 years 1 month 6 days | |
Intrinsic value | $ 26,400 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized equity-based compensation expense | $ 800 | |
Weighted average period of recognition | 2 years 2 months 12 days | |
Weighted Average Remaining Contractual Term (in years) | 6 years 1 month 6 days | |
Intrinsic value | $ 39,900 | |
Employee Equity Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized equity-based compensation expense | $ 16,200 | |
Weighted average period of recognition | 2 years 10 months 24 days | |
PSUs vested (in shares) | 847,000 | |
Employee Stock | Class A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares purchased (in shares) | 0 |
Equity and Equity-based Compe_5
Equity and Equity-based Compensation - Summary of SARs and Options (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Exercised (in usd per share) | $ / shares | $ 2.05 |
Stock appreciation rights | |
Number of units | |
Beginning balance (in shares) | shares | 5,014 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (122) |
Ending balance (in shares) | shares | 4,892 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance (in usd per share) | $ / shares | $ 2.95 |
Exercised (in usd per share) | $ / shares | 0 |
Forfeited (in usd per share) | $ / shares | 6.13 |
Ending balance (in usd per share) | $ / shares | $ 2.88 |
Stock options | |
Number of units | |
Beginning balance (in shares) | shares | 5,461 |
Exercised (in shares) | shares | (10) |
Forfeited (in shares) | shares | (35) |
Ending balance (in shares) | shares | 5,416 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning balance (in usd per share) | $ / shares | $ 0.91 |
Forfeited (in usd per share) | $ / shares | 1.87 |
Ending balance (in usd per share) | $ / shares | $ 0.91 |
Equity and Equity-based Compe_6
Equity and Equity-based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity-Based Compensation Expense | ||
Total equity-based compensation expense | $ 11,630 | $ 843 |
Cost of revenue | ||
Equity-Based Compensation Expense | ||
Total equity-based compensation expense | 298 | 0 |
Operations and support | ||
Equity-Based Compensation Expense | ||
Total equity-based compensation expense | 2,454 | 31 |
Technology and development | ||
Equity-Based Compensation Expense | ||
Total equity-based compensation expense | 2,761 | 167 |
Sales and marketing | ||
Equity-Based Compensation Expense | ||
Total equity-based compensation expense | 2,773 | 239 |
General and administrative expense | ||
Equity-Based Compensation Expense | ||
Total equity-based compensation expense | $ 3,344 | $ 406 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Earnings Per Share [Abstract] | |||
Net loss attributable to Class A Common Stockholders for basic net loss per share | $ (28,082) | $ 0 | |
Net loss attributable to Class A Common Stockholders for diluted net loss per share | $ (28,082) | ||
Weighted-average shares for basic net loss per share (in shares) | [1] | 214,940 | |
Weighted-average shares for diluted net loss per share (in shares) | [1] | 214,940 | |
Basic loss per share of Class A Common Stock (in usd per share) | [1] | $ (0.13) | |
Diluted loss per share of Class A Common Stock (in usd per share) | [1] | $ (0.13) | |
[1] | Basic and diluted net loss per share of Class A Common Stock is applicable only for periods subsequent to December 6, 2021, which is the date of the Reverse Recapitalization (as defined in Note 1, Description of Business ). See also Note 14, Net Loss Per Share . |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Stock Excluded Due to Anti-Dilutive Effects (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock outstanding excluded from diluted net loss per unit due to anti-dilutive effect (in shares) | 241,158 |
OpCo units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock outstanding excluded from diluted net loss per unit due to anti-dilutive effect (in shares) | 213,599 |
Restricted stock units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock outstanding excluded from diluted net loss per unit due to anti-dilutive effect (in shares) | 3,390 |
Performance stock units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock outstanding excluded from diluted net loss per unit due to anti-dilutive effect (in shares) | 1,527 |
Stock appreciation rights | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock outstanding excluded from diluted net loss per unit due to anti-dilutive effect (in shares) | 4,892 |
Stock options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock outstanding excluded from diluted net loss per unit due to anti-dilutive effect (in shares) | 5,416 |
Employee equity units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock outstanding excluded from diluted net loss per unit due to anti-dilutive effect (in shares) | 4,107 |
Class G Common Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common stock outstanding excluded from diluted net loss per unit due to anti-dilutive effect (in shares) | 8,227 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Tax Matters | ||
Loss Contingencies [Line Items] | ||
Lodging taxes payable | $ 17,900 | $ 11,100 |
Estimated taxes, including estimated penalties and interest | 11,600 | $ 13,100 |
Homeowner 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 | |
Maximum coverage per occurrence for damage to contents | 25 | |
Bedbug Protection | ||
Loss Contingencies [Line Items] | ||
Maximum coverage per occurrence for damage to contents | $ 15 |