Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 354,672,314 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2023 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The registrant’s definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001874944 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 236,754,580 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 197,591,969 | ||
Common Class G | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,333,333 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Portland, Oregon |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 157,810 | $ 353,842 |
Restricted cash | 161,850 | 165,294 |
Accounts receivable, net | 17,204 | 48,989 |
Prepaid expenses and other current assets | 44,499 | 19,325 |
Total current assets | 381,363 | 587,450 |
Property and equipment, net | 65,543 | 67,186 |
Intangible assets, net | 214,851 | 216,499 |
Goodwill | 585,205 | 754,506 |
Other long-term assets | 58,622 | 11,269 |
Total assets | 1,305,584 | 1,636,910 |
Current liabilities: | ||
Accounts payable | 35,383 | 34,786 |
Funds payable to owners | 228,758 | 214,301 |
Hospitality and sales taxes payable | 52,217 | 46,958 |
Deferred revenue | 124,969 | 107,252 |
Future stay credits | 3,369 | 30,995 |
Accrued expenses and other current liabilities | 85,833 | 71,833 |
Total current liabilities | 530,529 | 506,125 |
Long-term debt, net of current portion | 125 | 512 |
Other long-term liabilities | 54,987 | 112,123 |
Total liabilities | 585,641 | 618,760 |
Commitments and contingencies (Note 15) | ||
Redeemable noncontrolling interests | 306,943 | 1,770,096 |
Equity (Deficit): | ||
Additional paid-in capital | 1,355,139 | 0 |
Accumulated deficit | (942,185) | (751,929) |
Accumulated other comprehensive loss | 2 | (59) |
Total equity (deficit) | 413,000 | (751,946) |
Total liabilities, temporary equity, and equity (deficit) | 1,305,584 | 1,636,910 |
Class A Common Stock | ||
Equity (Deficit): | ||
Common Stock | 24 | 21 |
Class B Common Stock | ||
Equity (Deficit): | ||
Common Stock | $ 20 | $ 21 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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) | 236,390,230 | 214,793,795 |
Common stock outstanding (in shares) | 236,390,230 | 214,793,795 |
Class B Common Stock | ||
Common stock par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Common stock authorized (in shares) | 487,276,085 | 487,276,085 |
Common stock issued (in shares) | 197,445,231 | 212,751,977 |
Common stock outstanding (in shares) | 197,445,231 | 212,751,977 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 1,187,950 | $ 889,058 | $ 491,760 | |
Operating costs and expenses: | ||||
Cost of revenue, exclusive of depreciation and amortization shown separately below | 564,373 | 440,753 | 256,086 | |
Operations and support | 264,068 | 186,984 | 116,192 | |
Technology and development | 68,344 | 48,709 | 27,030 | |
Sales and marketing | 247,167 | 187,904 | 79,971 | |
General and administrative | 107,624 | 88,835 | 57,587 | |
Depreciation | 21,706 | 17,110 | 15,483 | |
Amortization of intangible assets | 61,629 | 44,163 | 18,817 | |
Impairment of goodwill | 243,991 | 0 | 0 | |
Total operating costs and expenses | 1,578,902 | 1,014,458 | 571,166 | |
Loss from operations | (390,952) | (125,400) | (79,406) | |
Interest income | 1,991 | 36 | 385 | |
Interest expense | (2,576) | (31,723) | (7,907) | |
Other income (expense), net | 60,410 | 3,280 | (5,725) | |
Loss before income taxes | (331,127) | (153,807) | (92,653) | |
Income tax benefit (expense) | (1,022) | (784) | 315 | |
Net loss | (332,149) | (154,591) | (92,338) | |
Loss attributable to remeasurement of redeemable convertible preferred units | 0 | (426,101) | (202,433) | |
Net loss including remeasurement of redeemable convertible preferred units | (332,149) | (580,692) | (294,771) | |
Less: Net loss including remeasurement of redeemable convertible preferred units prior to Reverse Recapitalization | 0 | (555,437) | (294,771) | |
Less: Net loss attributable to redeemable noncontrolling interests | (154,251) | (12,558) | 0 | |
Net loss attributable to Class A Common Stockholders | (177,898) | (12,697) | 0 | |
Net loss attributable to Class A Common Stockholders | $ (177,898) | $ (12,697) | $ 0 | |
Basic net loss per share of Class A Common Stock (in usd per share) | [1] | $ (0.80) | $ (0.06) | |
Diluted net loss per share of Class A Common Stock (in usd per share) | [1] | $ (0.80) | $ (0.06) | |
Weighted-average shares of Class A Common Stock used to compute net loss per share, basic (in shares) | [1] | 223,423 | 214,794 | |
Weighted-average shares of Class A Common Stock used to compute net loss per share, diluted (in shares) | [1] | 223,423 | 214,794 | |
[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 3, Reverse Recapitalization ). Basic and diluted loss per share of Class A Common Stock for the year ended December 31, 2021 represents only the period of December 6, 2021 to December 31, 2021. See also Note 15, Net Loss Per Share |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ (332,149) | $ (154,591) | $ (92,338) |
Foreign currency translation adjustments | 5 | (358) | (313) |
Total comprehensive loss | (332,144) | (154,949) | (92,651) |
Less: Comprehensive loss prior to Reverse Recapitalization | 0 | (129,720) | (92,651) |
Less: Comprehensive loss attributable to redeemable noncontrolling interests | (154,307) | (12,545) | 0 |
Total comprehensive loss attributable to Class A Common Stockholders | $ (177,837) | $ (12,684) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash from operating activities: | |||
Net loss | $ (332,149) | $ (154,591) | $ (92,338) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Credit loss expense | 5,409 | 4,689 | 6,403 |
Depreciation | 21,706 | 17,110 | 15,483 |
Amortization of intangible assets | 61,629 | 44,163 | 18,817 |
Impairment of goodwill | 243,991 | 0 | 0 |
Future stay credit breakage | (15,993) | 0 | 0 |
Reduction in the carrying amount of right-of-use assets | 12,589 | 0 | 0 |
Deferred income taxes | (2,082) | (55) | (556) |
Other gains and losses | 2,186 | 77 | (36) |
Fair value adjustment on derivative liabilities | (56,437) | (2,889) | 6,636 |
Non-cash interest expense | 216 | 27,496 | 5,145 |
Equity-based compensation expense | 34,170 | 26,978 | 3,349 |
Change in operating assets and liabilities, net of assets acquired and liabilities assumed: | |||
Accounts receivable | 83,152 | 35,400 | 2,295 |
Prepaid expenses and other assets | (42,660) | (6,178) | 13,384 |
Accounts payable | (6,639) | 8,288 | (3,491) |
Funds payable to owners | (34,636) | 40,199 | (17,250) |
Hospitality and sales taxes payable | (3,430) | 11,076 | 3,952 |
Deferred revenue and future stay credits | (17,162) | 3,576 | 24,980 |
Operating lease obligations | (10,722) | 0 | 0 |
Accrued expenses and other liabilities | 4,955 | 7,926 | 10,800 |
Net cash provided by (used in) operating activities | (51,907) | 63,265 | (2,427) |
Cash from investing activities: | |||
Purchases of property and equipment | (8,810) | (5,853) | (1,619) |
Cash paid for internally developed software | (9,821) | (5,387) | (7,856) |
Cash paid for business combinations, net of cash and restricted cash acquired | (89,544) | (103,393) | (3,519) |
Other investing activities | 0 | 0 | 323 |
Net cash used in investing activities | (108,175) | (114,633) | (12,671) |
Cash from financing activities: | |||
Proceeds from Reverse Recapitalization, net | 0 | 302,638 | 0 |
Payments of Reverse Recapitalization costs | (459) | (7,937) | 0 |
Cash paid for business combinations | (37,993) | (13,647) | (9,461) |
Proceeds from issuance of long-term debt | 0 | 0 | 115,931 |
Payments of long-term debt | (250) | (125) | (10,169) |
Proceeds from exercise of stock options | 213 | 0 | 0 |
Proceeds from issuance of preferred units, net of issuance costs | 0 | 0 | 500 |
Proceeds from Employee Stock Purchase Program | 1,492 | 0 | |
Proceeds from borrowings on revolving credit facility | 6,000 | 0 | 0 |
Repayment of borrowings on revolving credit facility | (6,000) | 0 | 0 |
Repayment of financed insurance premiums | (307) | 0 | 0 |
Other financing activities | (1,763) | (1,318) | (339) |
Net cash provided by (used in) financing activities | (39,067) | 279,611 | 96,462 |
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash | (327) | (119) | 159 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (199,476) | 228,124 | 81,523 |
Cash, cash equivalents and restricted cash, beginning of period | 519,136 | 291,012 | 209,489 |
Cash, cash equivalents and restricted cash, end of period | 319,660 | 519,136 | 291,012 |
Supplemental disclosures of cash flow information: | |||
Cash paid for income taxes, net of refunds | 824 | 310 | 188 |
Cash paid for interest | 2,435 | 3,767 | 1,280 |
Financed insurance premiums | 4,804 | 0 | 0 |
Issuance of common units for consideration in a business combination | 0 | 573,800 | 0 |
Issuance of common stock in connection with conversion of D-1 Notes (See Note 10, Debt) | 0 | 140,393 | 0 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 157,810 | 353,842 | 218,484 |
Restricted cash | 161,850 | 165,294 | 72,528 |
Total cash, cash equivalents and restricted cash | $ 319,660 | $ 519,136 | $ 291,012 |
Consolidated Statements of Equi
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) | Series C-1 Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Units | Series A Preferred Stock Warrant Redeemable Convertible Preferred Units | Class A Common Stock Common Stock | Class B Common Stock Redeemable Non-controlling Interests | Class B Common Stock Common Stock | Class B Common Stock Additional Paid-In Capital | Class B Common Stock Accumulated Other Comprehensive Income (Loss) |
Redeemable Non-controlling Interests, beginning balance at Dec. 31, 2019 | $ 0 | |||||||||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 264,310,388 | |||||||||||||
Balance at the beginning at Dec. 31, 2019 | $ 565,005 | |||||||||||||
Redeemable Convertible Preferred Units | ||||||||||||||
Issuance of redeemable convertible preferred units, net of issuance costs (in shares) | 270,387 | 3,107,279 | ||||||||||||
Issuance of redeemable convertible preferred units, net of issuance costs | $ 500 | $ 4,041 | ||||||||||||
Remeasurement of redeemable convertible preferred units | $ 202,433 | |||||||||||||
Redeemable Non-controlling Interests, ending balance at Dec. 31, 2020 | 0 | |||||||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 267,688,054 | |||||||||||||
Balance at the end at Dec. 31, 2020 | $ 771,979 | |||||||||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 176,824,152 | 0 | 0 | |||||||||||
Balance at the beginning at Dec. 31, 2019 | $ (285,115) | $ 0 | $ 0 | $ (285,669) | $ 554 | $ 0 | $ 0 | |||||||
Equity | ||||||||||||||
Issuance of common units for consideration in a business combination | 0 | |||||||||||||
Equity-based compensation | 3,349 | 3,349 | ||||||||||||
Remeasurement of redeemable convertible preferred units | (202,433) | (3,349) | (199,084) | |||||||||||
Foreign currency translation adjustments | (313) | (313) | ||||||||||||
Net loss | (92,338) | (92,338) | ||||||||||||
Net loss | 0 | |||||||||||||
Balance at the end (in shares) at Dec. 31, 2020 | 176,824,152 | 0 | 0 | |||||||||||
Balance at the end at Dec. 31, 2020 | (576,850) | $ 0 | 0 | (577,091) | 241 | $ 0 | $ 0 | |||||||
Redeemable Convertible Preferred Units | ||||||||||||||
Remeasurement of redeemable convertible preferred units | 426,101 | |||||||||||||
Effects of Reverse Recapitalization, net | 508,737 | $ (1,198,080) | ||||||||||||
Effects of Reverse Recapitalization, net (in shares) | (267,688,054) | |||||||||||||
Vesting of employee equity units | 431 | |||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | 1,272,939 | |||||||||||||
Redeemable Non-controlling Interests, ending balance at Dec. 31, 2021 | 1,770,096 | 1,770,096 | ||||||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | |||||||||||||
Balance at the end at Dec. 31, 2021 | $ 0 | |||||||||||||
Equity | ||||||||||||||
Issuance of common units for consideration in a business combination (in shares) | 161,518,057 | |||||||||||||
Issuance of common units for consideration in a business combination | 573,800 | 573,800 | ||||||||||||
Vesting of employee equity units (in shares) | 358,184 | |||||||||||||
Vesting of employee equity units | (431) | (431) | ||||||||||||
Exercise of equity-based option (in shares) | 70,208 | |||||||||||||
Exercise of equity-based options | 73 | 73 | ||||||||||||
Remeasurement of redeemable convertible preferred units | (426,101) | (908) | (425,193) | |||||||||||
Net exercise of common unit warrants (in shares) | 2,020,000 | |||||||||||||
Net loss | (12,697) | |||||||||||||
Effects of Reverse Recapitalization, net (in shares) | (340,432,417) | 214,793,795 | 212,393,793 | |||||||||||
Effects of Reverse Recapitalization, net | 1,066,462 | 503,719 | 562,630 | 71 | $ 21 | $ 21 | ||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | (1,272,939) | (1,102,697) | (170,242) | |||||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 214,793,795 | 212,751,977 | |||||||||||
Balance at the end at Dec. 31, 2021 | (751,946) | $ 0 | 0 | (751,929) | (59) | $ 21 | $ 21 | |||||||
Redeemable Convertible Preferred Units | ||||||||||||||
Vesting of employee equity units | 2,676 | |||||||||||||
Equity-based compensation | 5,836 | |||||||||||||
Foreign currency translation adjustments | (16) | |||||||||||||
Net loss | (154,251) | |||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | (1,272,938) | |||||||||||||
Vesting of restricted stock units and performance stock units | (1,962) | |||||||||||||
Exercise of equity-based awards | (1,338) | |||||||||||||
Purchase of shares under Employee Stock Purchase Plan | (978) | |||||||||||||
Redemption of OpCo units and retirement of Class B Common Stock | $ (40,182) | |||||||||||||
Redeemable Non-controlling Interests, ending balance at Dec. 31, 2022 | 306,943 | $ 306,943 | ||||||||||||
Balance at the end (in shares) at Dec. 31, 2022 | 0 | |||||||||||||
Balance at the end at Dec. 31, 2022 | $ 0 | |||||||||||||
Equity | ||||||||||||||
Issuance of common units for consideration in a business combination | 0 | |||||||||||||
Vesting of employee equity units (in shares) | 2,279,604 | |||||||||||||
Vesting of employee equity units | (2,676) | (2,677) | $ 1 | |||||||||||
Vesting of restricted stock units and performance stock units (in shares) | 1,834,789 | |||||||||||||
Vesting of restricted stock units and performance stock units | 1,962 | 1,961 | $ 1 | |||||||||||
Equity-based compensation | 28,334 | $ 28,334 | ||||||||||||
Exercise of equity-based option (in shares) | 1,254,112 | |||||||||||||
Exercise of equity-based options | (121) | (121) | ||||||||||||
Purchase of shares under Employee Stock Purchase Plan (in shares) | 921,184 | |||||||||||||
Purchase of shares under Employee Stock Purchase Plan | 2,204 | 2,204 | ||||||||||||
Redemption of OpCo units and retirement of Class B Common Stock (in shares) | 17,586,350 | (17,586,350) | ||||||||||||
Redemption of OpCo units and retirement of Class B Common Stock | 40,182 | $ 2 | $ (2) | $ 40,142 | $ 40 | |||||||||
Foreign currency translation adjustments | 21 | 21 | ||||||||||||
Net loss | (177,898) | (177,898) | ||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | 1,272,938 | 1,285,296 | (12,358) | |||||||||||
Balance at the end (in shares) at Dec. 31, 2022 | 0 | 236,390,230 | 197,445,231 | |||||||||||
Balance at the end at Dec. 31, 2022 | $ 413,000 | $ 0 | $ 1,355,139 | $ (942,185) | $ 2 | $ 24 | $ 20 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 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 the United States, Belize, Canada, Costa Rica, and Mexico. 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 accounting principles generally accepted in the United States of America ("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. See Note 3, Reverse Recapitalization for more details. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. Pursuant to the Reverse Recapitalization, as described in Note 3, Reverse Recapitalization , the Company holds 236,390,230 units of Vacasa Holdings ("OpCo Units"), which represents a 54.5% ownership interest as of December 31, 2022. 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 income (loss) attributable to redeemable noncontrolling interests in the 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 elected to irrevocably opt out of the extended transition period. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in the 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, valuation of equity-based compensation, valuation of goodwill, 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 consolidated financial statements will be affected. COVID-19 Impacts COVID-19 and its variants have impacted the Company in a number of ways. Beginning at the end of the Company’s first quarter of 2020, the Company experienced a significant decline in revenue resulting from a decrease in bookings and an increase in cancellations, which in turn impacted Nights Sold. In certain markets, vacation homes on the Company's platform and attractions within the local market were subject to shifting government mandates or guidance regarding COVID-19 restrictions. Due to the impact that the reduction in bookings initially had on its financial condition, $108.1 million of Senior Secured Convertible Notes ("D-1 Convertible Notes") were issued to provide for liquidity and fund other general corporate initiatives. In connection with the Reverse Recapitalization (see Note 3, Reverse Recapitalizati on), the D-1 Convertible Notes subsequently converted into equity interests in the Company and were no longer outstanding as of December 31, 2021. The Company also took steps to mitigate the adverse impacts from the COVID-19 pandemic through cost reduction measures including lower discretionary and overhead spending, as well as temporary employee furloughs, which primarily occurred in the second quarter of fiscal 2020. In the first half of 2020, the Company initiated an internal reorganization and reduction of its workforce, primarily in North America, resulting in the elimination of approximately 850 positions. As a result of these reductions, the Company recorded expenses in the 2020 consolidated statement of operations of $5.0 million, of which $1.5 million was recorded to operations and support, $1.2 million to sales and marketing, $1.1 million to general and administrative expenses, $1.0 million to technology and development, and $0.2 million to cost of revenue. The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The Company analyzed the various income tax and non-income tax provisions of the CARES Act based on currently available technical guidance and determined that aside from an imp act to the timing of cash flows, there is no material impact to the Company’s consolidated financial statements. Specifically, 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. For the year ended December 31, 2021, the Company deferred approximately $3.8 million of the employer-paid portion of social security taxes. As of December 31, 2022, there was no remaining deferral included in accrued expenses and other current liabilities on the 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. For the years ended December 31, 2022, 2021, and 2020, the Company received $0.2 million, $2.2 million, and $1.7 million, respectively, of wage subsidy from the Canadian government as part of the CEWS, which is included in operating costs and expenses in the consolidated statement of operations. Exit from European and Latin America Operations In addition to the specific responses to COVID-19 above, in the second half of the year ended December 31, 2020, the Company’s management made the decision to realign the Company’s business and strategic priorities which resulted in the wind-down of a significant portion of the Company’s international operations by December 31, 2020. In connection with the wind-down, the Company recorded restructuring costs of $1.8 million during the year ended December 31, 2020, which primarily consisted of severance costs of $1.3 million and contract termination costs of $0.5 million. Of the total, $1.4 million was recorded to general and administrative expenses, $0.3 million to cost of revenue, and $0.2 million to operations and support in the consolidated statements of operations. While some of these activities were ongoing into 2021, the majority of these actions were completed by December 31, 2020. As of December 31, 2021, accrued restructuring charges were not material. Segments Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company's CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates one reportable segment. The majority of the Company's revenue is earned in the United States. The Company's revenue earned outside of the United States did not exceed 10% of total revenues for the years ended December 31, 2022, 2021, or 2020 . Long-lived assets by geographical location is based on the location of the legal entity that owns the asset. As of December 31, 2022 , the majority of the Company's long-lived assets were located in the United States. Cash, Cash Equivalents and Restricted Cash Cash includes demand deposits with banks and financial institutions, as well as cash in transit from payment processors. Cash equivalents includes short-term, highly liquid securities, including money market funds and term deposit investments with maturities of 90 days or less when purchased and their carrying amounts approximate fair value due to their short-term nature. The Company generally places its cash and cash equivalents and investments with major financial institutions deemed to be of high-credit-quality in order to limit its credit exposure. The Company maintains its cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. Restricted cash primarily represents payments made by guests in advance of reservations that are required to be held in escrow accounts until the rescission period expires in accordance with U.S. state regulations. Accounts Receivable, net Accounts receivable, net primarily represents amounts owed by the prior owners of acquired businesses managed under transition services agreements, amounts owed by homeowners for reimbursable expenses incurred by the Company in accordance with the homeowner contract, amounts owed by third-party distribution partners acting as a merchant of record for guest stays that have commenced, and amounts owed by community and homeowner associations for services provided. The allowance for credit losses is estimated based on historical experience, aging of the receivable, the counterparty’s ability to pay, condition of general economy and industry, and other factors. The allowance for credit losses reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. As of December 31, 2022 and 2021, the Company’s allowance for credit losses related to accounts receivable was $11.2 million and $11.6 million, respectively. For the years ended December 31, 2022, 2021, and 2020, the Company recognized credit loss expense of $5.4 million, $4.7 million, and $6.4 million, respectively, which were recorded as a component of general and administrative expense in the consolidated statements of operations. Property and Equipment, net Property and equipment are stated at cost or at fair value for assets acquired as part of a business combination. Costs of maintenance and repairs that do not improve or extend the useful lives of assets are expensed as incurred. Property and equipment includes capitalized costs related to the development of the Company’s technology platform, mobile apps, and marketplace. Software development costs related to software developed or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, are capitalized during the application development stage of the project. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage are expensed as incurred. Additionally, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality to existing software. Depreciation of such costs begins when the project milestones are substantially complete and software is ready for its intended use. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is recorded as a component of general and administrative expense in the consolidated statements of operations. Gains and losses on disposal of assets were not material for the years ended December 31, 2022, 2021, and 2020. Intangible Assets, net The Company’s intangible assets consist primarily of acquired homeowner contracts, databases, photos and property listings, trade names, noncompete agreements, and other. Intangible assets are recorded at fair value as of the date of acquisition and are amortized on a straight-line basis over an estimated economic life ranging from one Impairment of Long-lived Assets The Company evaluates its long-lived assets or asset groups for indicators of possible impairment by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group and its eventual disposal when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved and based on assumptions representative of market participants. Long-lived asset impairments are recorded as a component of general and administrative expenses in the consolidated statement of operations. Long-lived asset impairment losses were not material for the years ended December 31, 2022, 2021, and 2020. Business Combinations In accordance with applicable accounting standards, the Company estimates the fair value of assets acquired and liabilities assumed as of the acquisition date of each business combination. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Management makes certain estimates and assumptions when determining the fair values of assets acquired and liabilities assumed, including intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from homeowner contracts, databases, photos and property listings, and trade names, as well as discount rates. At the acquisition date, the Company will also record acquisition related liabilities, if applicable, for any contingent consideration or deferred payments to the seller. Contingent consideration is recorded at fair value on the acquisition date based on the Company’s expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the contingent consideration liabilities are remeasured each reporting period after the acquisition date and any changes in the estimated fair value are reflected as gains or losses in general and administrative expense in the consolidated statement of operations. The contingent consideration liabilities were $22.3 million and $38.0 million as of December 31, 2022 and 2021, respectively. The deferred payments to sellers are recognized on the acquisition date at fair value by calculating the risk adjusted present value of the deferred cash payments to be made to the seller. The deferred payments to seller balances were $19.0 million and $26.8 million as of December 31, 2022 and 2021, respectively. Contingent consideration liabilities and deferred payments to sellers are recorded as a component of accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets based on the expected timing of settlement. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. Transaction costs associated with business combinations are expensed as incurred. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company has one reporting unit which the Company tests for impairment on the first day of the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of the reporting unit is less than its carrying amount, a goodwill impairment loss is measured as the excess of the carrying amount of the reporting unit over its fair value (not to exceed the reporting unit's total goodwill balance). During the fourth quarter of 2022, the Company recorded goodwill impairment charges of $244.0 million. There were no goodwill impairment charges recorded during 2021 or 2020. Refer to Note 7, Intangible Assets, Net and Goodwill , for additional information. Loss Contingencies The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are both probable and reasonably estimable. These accruals are adjusted as additional information becomes available or circumstances change. Leases The Company adopted Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), and all related amendments on January 1, 2022, on a modified retrospective basis. Under Topic 842, the Company determines if an arrangement is or contains a lease at inception. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option and when doing so is at the Company's sole discretion. The Company has elected the short-term lease exception for all classes of assets, and therefore has not applied the recognition requirements of Topic 842 to leases of 12 months or less. The Company has also elected the practical expedient to not separate lease and non-lease components for all classes of assets. The Company’s classes of assets that are leased include real estate leases and equipment leases. Real estate leases typically pertain to the Company’s corporate office locations, field operation locations, or vacation properties whereby the Company takes control of a third party’s property during the lease period for the purpose of renting the property on a short-term basis. Most of the Company’s leases are operating leases, and activities related to finance leases were not material for any of the periods presented. The Company recognizes lease expense on a straight-line basis over the lease term. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Fair Value The Company measures certain assets and liabilities at fair value on a recurring basis based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of certain of the Company’s financial instruments, which include cash equivalents, restricted cash, accounts receivable, net, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values due to their short maturities. Related Party Transactions The Company has certain homeowner contracts with the Company’s founder and former Chief Executive Officer, who is also a director of the Company. The Company's revenue recognized related to these agreements was $1.6 million, $1.6 million, and $1.1 million for the years ended December 31, 2022, 2021, and 2020. On May 21, 2020, the Company issued Senior Secured Convertible Notes with an aggregate principal amount of $108.1 million. The purchasers were existing holders of the Company’s issued and outstanding redeemable convertible preferred units. In connection with the Reverse Recapitalization (see Note 3, Reverse Recapitalization ), the D-1 Convertible Notes converted into equity interests in the Company and were no longer outstanding subsequent to December 6, 2021. On December 3, 2020, the Company sold and issued an aggregate of 270,387 units of Series C-1 preferred units to a certain director of the Company in exchange for gross proceeds of $0.5 million. Refer to Note 13, Equity for additional information. Revenue from Contracts with Customers The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company operates a vertically-integrated vacation rental platform. The Company collects nightly rent on behalf of homeowners and earns the majority of its revenue from commissions on rent and from additional reservation-related fees paid by guests when a vacation rental is booked directly through the Company’s website or app or through its distribution partners. The majority of the Company’s vacation homes under management are located in the United States. The Company considers both the homeowners and guests to be its customers. The Company fulfills its obligations to its customers in various ways, depending on the nature of the contract. For all performance obligations, sales taxes are excluded from the transaction price. Vacation Rental Platform Under the Company’s homeowner contracts, the Company generally acts as the exclusive agent on the homeowners’ behalf to perform an integrated agency service that consists of (a) acting as the vacation home letting agent and direct intermediary between the homeowner and the guest, (b) performing routine care of the vacation property during the stay and upon guest departure, (c) 24/7 contact center support for guests and homeowners as well as local operations support, and (d) performing inspections, routine maintenance, minor repairs, and inventory management of required supplies of the property. The integrated agency service provided to homeowners represents a single distinct performance obligation. The Company markets homes on its platform directly on vacasa.com and its guest app and via its third-party distribution partners. Upon confirmation of a vacation home booking by a guest, the Company, on behalf of a homeowner, agrees to provide use of the vacation home for a specified period of time. At the time of booking, the guest agrees to pay the total booking value which is comprised of the nightly reservation rate, other reservation-related fees, and applicable sales taxes. The transaction price under the homeowner contracts represents variable consideration as the amount to which the Company is entitled depends on the total amount collected for each reservation. The uncertainty associated with the transaction price is generally resolved upon the booking, subject to estimates for cancellations and refunds. In accordance with the Company’s homeowner contracts, the Company earns commission revenue for a portion of the nightly rate and the other reservation-related fees for the integrated agency and guest services rendered. The total booking value is generally due prior to the commencement of the reservation. The total booking value collected in advance of the reservation is recorded on the balance sheets as funds payable to owners, hospitality and sales taxes payable and deferred revenue in the amount obligated to the homeowner, the taxing authority, and the Company, respectively. While the guest primarily interacts with the Company as part of the booking process, the homeowner is primarily responsible for fulfilling the promise to the guest, and as a result, the Company recognizes commission revenue net of the amount due to the homeowner under the contract. The performance obligation to provide the integrated agency services and guest services meets the criteria for recognition over time as the homeowner and guest simultaneously receive and consume the benefits from the services. The Company recognizes revenue for these services over the duration of each guest stay. The Company primarily remits payments to the homeowners for the portion of the total booking value obligated to the homeowner for completed guest stays on a monthly basis, except in certain regulated markets in which a portion of the amount obligated to the homeowner is paid in advance. In certain instances, the Company may offer a refund related to a completed stay. The Company accounts for these refunds as variable consideration, which results in a reduction to revenue. The estimate for variable consideration was not material for any of the periods presented. In addition to providing the integrated agency services under the homeowner contract, the Company may also provide home care solutions directly to the homeowner, such as home maintenance and improvement services, linen and towel supply programs, supplemental housekeeping services, and other related services, for a separately agreed upon fee. These services may be provided by Company personnel or by third-party contractors acting on the Company’s behalf. The Company recognizes this revenue on a gross basis as the Company is primarily responsible for providing these goods and services to the customer. These services represent distinct performance obligations provided to the homeowner as the Company's customer. Fees for home care solutions are generally charged on a monthly basis in accordance with the homeowner contract and may be recognized at that point in time or over the duration of the service provided. Other Services In addition to providing vacation rental platform services, the Company provides other services including real estate brokerage and management services to community associations. The purpose of these services is to attract and retain homeowners as customers of the Company’s vacation rental platform. Under the real estate brokerage services, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as cost of revenue in the consolidated statements of operations. Under the community association management services, the Company provides common area property management, community governance, and association accounting services to community and homeowner associations in exchange for a management fee and other incrementally billed services. The services represent an individual performance obligation in which the Company has determined it is primarily responsible. Revenue is recognized over time as services are rendered for the management fee and incrementally billed services are recognized at a point in time. Revenue Disaggregation A disaggregation of the Company’s revenues by nature of the Company’s performance obligations are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Vacation rental platform $ 1,142,669 $ 841,973 $ 454,476 Other services 45,281 47,085 37,284 Total $ 1,187,950 $ 889,058 $ 491,760 Contract Liability Balances Contract liability balances on the Company’s 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 the Company's consolidated balance sheets. Revenue from future stay credits is recognized when redeemed by guests, net of the portion of the booking attributable to funds payable to owners and hospitality and sales taxes payable. The Company uses historical breakage rates to estimate 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 year ended December 31, 2022, the Company recognized breakage revenue of $16.0 million, of which $11.1 million related to expirations that occurred during the first quarter of 2022, and $4.9 million related |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization Reverse Recapitalization On December 6, 2021 (the "Closing Date"), the Company consummated the Business Combination contemplated by the Business Combination Agreement, by and among TPG Pace, Vacasa Holdings, the Blockers, the Company, and certain other parties pursuant to which, among other things, TPG Pace merged with and into the Company, following which the separate corporate existence of TPG Pace ceased, and the Company became the surviving corporation. At the Closing Date, TPG Pace, the Company and Vacasa Holdings, completed the following transactions ("Reverse Recapitalization"): • a series of secured convertible notes of Vacasa Holdings converted into a series of preferred units of Vacasa Holdings and all outstanding warrants to purchase equity interests in Vacasa Holdings were exercised in accordance with their terms; • a restructuring was completed such that, after giving effect to that restructuring, the Blockers directly held equity interests in Vacasa Holdings; • Vacasa Holdings recapitalized its outstanding equity interests into OpCo Units (subject to substantially the same terms and conditions, including applicable vesting requirements) and certain other rights to acquire equity interests (the "Vacasa Holdings Recapitalization"); • on December 3, 2021, TPG Pace merged with and into the Company, with the Company surviving such merger (the "Domestication Merger"); • at the effective time of the Domestication Merger: (a) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of TPG Pace converted automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.00001 per share (Class A Common Stock), of the Company; (b) each then issued and outstanding Class F ordinary share, par value $0.0001 per share (Class F Ordinary Shares), of TPG Pace converted automatically, on a one-for-one basis, into a share of Class F common stock, par value $0.00001 per share (Class F Common Stock), of the Company, which shares of Class F Common Stock were thereafter converted into shares of Class A Common Stock in accordance with the Company's amended and restated articles of incorporation; (c) each then issued and outstanding Class G ordinary share, par value $0.0001 per share (Class G Ordinary Shares), of TPG Pace converted automatically, on a one-for-one basis, into a share of Class G Common Stock, par value $0.00001 per share (Class G Common Stock), of the Company; and (d) the shares of common stock of the Company held by Vacasa Holdings were cancelled; • certain investors (the "PIPE Investors") purchased, and the Company issued and sold to such PIPE Investors, an aggregate of 8,157,896 shares of Class A Common Stock pursuant to and as set forth in the subscription agreements against payment by such PIPE Investors of the respective amounts set forth therein; • certain investors (the "FPA Investors") purchased, and the Company issued and sold to such FPA Investors, an aggregate of 12,763,688 shares of Class A Common Stock pursuant to and as set forth in the Forward Purchase Agreements against payment by such FPA Investors of the respective amounts set forth therein; • through a series of separate merger transactions, the Blockers merged with and into the Company, with the Company ultimately surviving such merger transactions and owning the interests in Vacasa Holdings previously owned by the Blockers (the "Blocker Mergers"); • in connection with the closing of the transactions contemplated by the Business Combination Agreement, the Company contributed its net assets (other than the OpCo Units it then held) to Vacasa Holdings in exchange for additional OpCo Units, such that the Company will hold a number of OpCo Units equal to the total number of shares of Class A Common Stock; and • in connection with the Vacasa Holdings Recapitalization and the Blocker Mergers, as applicable: (a) the Company sold a number of shares of its Class B Common Stock, par value $0.00001 per share, to each Existing VH Holder on a 1:1 basis for an amount per share equal to the par value thereof, (b) each Vacasa Holdings unit appreciation right award that was then outstanding, whether vested or unvested, was converted into a stock appreciation right award ("SAR Award") covering a number of shares of Class A Common Stock determined by application of the exchange ratio agreed pursuant to an allocation schedule to the Business Combination Agreement (which exchange ratio was also applied to adjust the per share exercise price of the SAR Award), (c) each option to purchase TK Newco stock that was then outstanding, whether vested or unvested, converted into an option to purchase shares of Class A Common Stock ("Option"), determined by application of the exchange ratio agreed pursuant to an allocation schedule to the Business Combination Agreement (which exchange ratio was also applied to adjust the per share exercise price of the Option), (d) by virtue of each Blocker Merger, the outstanding equity interests in the applicable Blocker converted into the right to receive shares of Class A Common Stock or other equity interests, and certain rights as set forth in the Tax Receivable Agreement, (e) the Company issued an aggregate of 173,898,818 shares of Class A Common Stock to the former holders of equity interests in the Blockers (the "Blocker Holders") as consideration in the Blocker Mergers and (f) the Company issued an aggregate of 1,699,921 shares of Class A Common Stock to certain Existing VH Holders upon the redemption by the Existing VH Holders of an equivalent number of OpCo Units and the cancellation by the Company of a corresponding number of Class B Common Stock. The Reverse Recapitalization was accomplished through an umbrella partnership corporation ("Up-C") structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering. The Up-C structure allowed Existing VH Holders to retain their equity interests in Vacasa Holdings, an entity that is classified as a partnership for U.S. federal and state income tax purposes, and provides potential tax benefits for the Company when Existing VH Holders ultimately redeem their pass-through interests for shares of Class A Common Stock or cash in the Company as a result of the Tax Receivable Agreement (the "Tax Receivable Agreement"). Under the terms of the Tax Receivable Agreement, 85% of these potential future tax benefits realized by the Company as a result of such redemptions will be paid to certain Existing VH Holders or TRA Parties. For additional information, see Note 2, Significant Accounting Policies . As a result of the Reverse Recapitalization, as of December 6, 2021: • the Company is a holding company that has no other material assets other than its ownership in Vacasa Holdings and its indirect interests in the subsidiaries of Vacasa Holdings and has no independent means of generating revenue or cash flows; • Vacasa Holdings, as a result of the contribution by the Company, received proceeds of $302.6 million, which included (i) cash of $144.0 million that was held in TPG Pace's trust account from its initial public offering and TPG Pace's operating cash account, after giving effect to redemptions of TPG Pace's Class A ordinary shares held by TPG Pace's public shareholders prior to the Reverse Recapitalization, (ii) proceeds of $77.5 million from the PIPE Financing, (iii) proceeds of $122.5 million from the FPA financing, and (iv) the payment of underwriting commissions, advisory fees, and other transaction costs paid directly from proceeds of $41.4 million. Vacasa Holdings used the cash proceeds to (i) pay additional transaction fees and expenses of $7.9 million, and (ii) the remainder of the funds were contributed to Vacasa Holdings balance sheet; • the Company had the following securities outstanding: (i) 214,793,795 shares of Class A Common Stock, (ii) 212,393,793 shares of Class B Common Stock held by certain Existing VH Holders and (iii) 6,333,333 shares of Class G Common Stock which are convertible into 8,226,848 shares of Class A Common Stock upon the occurrence of certain triggering events set for in the A&R certificate (see Note 13, Equity for more information); • the holders of Vacasa Holdings equity prior to the Business Combination (including for this purpose the Blocker Holders with respect to their indirect interest in Vacasa Holdings equity and the holders of vested SAR Awards and vested Options) own 175,598,739 shares of Class A Common Stock and 212,393,793 shares of Class B Common Stock, representing approximately 90.8% of the combined voting power of the Company’s Voting Shares. The Existing VH Holders that own the Class B Common Stock hold an equal number of OpCo Units of Vacasa Holdings which are redeemable on a one-for-one basis for shares of Class A Common Stock of the Company or the cash equivalent thereof at the option of the Company. Upon redemption of the OpCo Units and Class B Common Stock, all redeemed shares of Class B Common Stock will be cancelled. The Class B Common Stock has voting rights and has no economic rights in the Company. The shares of Class B Common Stock are held by the Existing VH Holders and cannot be transferred except to the Company; • Public stockholders of the Company including certain Existing VH Holders (i) own 214,793,795 shares of Class A Common Stock, which represents 50.3% of the combined voting power of the Company and 100% of the economic interest in the Company and (ii) through the Company's ownership of 214,793,795 OpCo Units, indirectly holds 50.3% of the economic interest in Vacasa Holdings. The Company is the sole manager of Vacasa Holdings; • Financial results of Vacasa Holdings and its wholly owned subsidiaries are consolidated with and into the Company following the Reverse Recapitalization transaction on December 6, 2021, and 49.7% of the consolidated net earnings (loss) of Vacasa Holdings are allocated to redeemable noncontrolling interests to reflect the entitlement or absorption of the Existing VH Holders, who retained their interest in Vacasa Holdings, to a portion of the consolidated net income (loss). The Business Combination was accounted for as a Reverse Recapitalization in accordance with U.S. GAAP. Under this method of accounting, the Company has been treated as the “acquired” company for financial reporting purposes, with Vacasa Holdings considered to be the accounting acquirer. This determination was primarily based on the Existing VH Holders comprising a relative majority of the voting power of the combined company, Vacasa Holdings’ operations prior to the acquisition comprising the only ongoing operations of Vacasa, Inc., and Vacasa Holdings’ senior management comprising a majority of the senior management of Vacasa, Inc. Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of Vacasa Holdings, with the Business Combination being treated as the equivalent of Vacasa Holdings issuing stock for the net assets of Vacasa, Inc. accompanied by a recapitalization. The net assets of the Company were stated at historical costs, with no goodwill or other intangible assets recorded. Transaction Costs In connection with the Reverse Recapitalization, in addition to the transaction costs paid directly from proceeds of $41.4 million, Vacasa Holdings incurred transaction costs of $0.7 million that were reported as general and administrative expenses in the consolidated statements of operations during the year ended December 31, 2021 and $8.4 million that were reported as a reduction of Additional paid-in capital on the consolidated balance sheet at December 31, 2021. Reverse Recapitalization costs incurred but unpaid as of December 31, 2021 were not material. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The Company has expanded 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 Fiscal 2022 During the year ended December 31, 2022, the Company completed 32 separate portfolio transactions, accounted for as business combinations. Total consideration for these portfolio transactions was $104.5 million, comprised of $87.4 million cash paid, net of cash and restricted cash acquired, $12.5 million of contingent consideration, and $4.6 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 sellers 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 portfolio transactions, $69.4 million was attributable to goodwill, $59.0 million was attributable to intangible assets, $55.3 million was attributable to receivables, $74.0 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), $6.9 million was attributable to accounts payable, 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 consolidated statements of operations. Transaction costs associated with business combinations completed during the year ended December 31, 2022 were not material and were expensed as incurred. During the year ended December 31, 2022, the Company recorded measurement period adjustments related to the TurnKey Vacation Rentals, Inc. ("TurnKey") acquisition and certain portfolio transactions that occurred in prior periods. The impact of the measurement period adjustments was an increase in goodwill of $5.7 million, an increase in intangible assets of $1.3 million, and an increase in 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. The remaining changes in purchase consideration, acquired assets, and assumed liabilities were not material. As of December 31, 2022, the purchase price allocations for the portfolio transactions completed during 2022 are preliminary, and the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. The Company recorded the purchase price allocations based upon information that is currently available information. Fiscal 2021 On April 1, 2021, the Company completed its strategic acquisition of the operations of TurnKey, a provider of property management and marketing services for residential real estate owners in the U.S. The acquisition of the operations of TurnKey expands the Company's footprint of vacation properties under management in current and adjacent markets. In accordance with the contribution agreement, the Company acquired all of the issued and outstanding equity interests of Turnkey Vacation Rentals LLC, which comprised of all the historical operations of Turnkey. The equity interests were acquired for total purchase consideration of $618.8 million which was comprised of the following (in thousands): Fair Value Cash consideration paid $ 45,000 Issuance of common units 573,800 Total purchase consideration $ 618,800 The acquisition was accounted for under the acquisition method of accounting. The fair values assigned to the assets acquired and liabilities assumed were based on the Company's estimates and assumptions using various market, income, and cost valuation approaches. The following table summarizes the allocation of fair value of assets acquired and liabilities assumed in the transaction (in thousands): Amount Cash and cash equivalents $ 40,461 Restricted cash 14,444 Accounts receivable, net 3,548 Prepaid expenses and other current assets 7,614 Property and equipment 1,494 Intangible assets 107,600 Total assets acquired 175,161 Accounts payable (9,334) Funds payable to owners (24,711) Hospitality and sales taxes payable (5,748) Deferred revenue (8,097) Future stay credits (10,601) Accrued expenses and other liabilities (8,474) Other long-term liabilities (6,385) Total liabilities assumed (73,350) Net assets purchased 101,811 Goodwill 516,989 Total purchase consideration $ 618,800 The Company's identifiable intangible assets acquired consisted of the following as of the acquisition date (in thousands): Estimated Useful Life (Years) Fair Value Homeowner contracts 5 $ 102,300 Database and listings 1 3,400 Trademark, trade name, brand name 1 1,900 Total identifiable intangible assets $ 107,600 Goodwill is primarily attributable to the assembled workforce and anticipated synergies and economies of scale expected from the integration of the acquired business. The goodwill balance is not deductible for U.S. income tax purposes. Third-party acquisition costs were $7.7 million for the year ended December 31, 2021. These costs were expensed as incurred as a component of general and administrative expense in the consolidated statement of operations. The Company’s consolidated financial statements include the accounts of TurnKey starting as of the acquisition date. The purchase price allocation for the TurnKey acquisition was finalized as of March 31, 2022. Unaudited Supplemental Pro Forma Information The pro forma financial information as presented below is for informational purposes only and is not indicative of operations that would have been achieved from the TurnKey acquisition had it occurred at the beginning of fiscal 2020. Supplemental information on an unaudited pro forma basis is as follows (in thousands): Year Ended December 31, 2021 2020 Revenue $ 920,620 $ 585,848 Net loss (149,622) (136,510) The unaudited pro forma supplemental amounts have been calculated to reflect additional depreciation and amortization expense that would have been charged assuming the fair value adjustments to the acquired assets and assumed liabilities had been applied from the beginning of fiscal 2020, with the related tax effects. Other Transactions In addition to the TurnKey acquisition in fiscal 2021, the Company completed 29 separate portfolio transactions, accounted for as business combinations, for total consideration of $175.7 million, comprised of $107.8 million cash paid, net of cash and restricted cash acquired, $42.2 million of contingent consideration, and $25.7 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, $123.5 million was attributable to goodwill, $75.7 million was attributable to intangible assets, net, $75.0 million was attributable to accounts receivable, net, $103.2 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 four Fiscal 2020 During the year ended December 31, 2020, the Company completed 18 separate portfolio transactions, accounted for as business combinations, for total consideration of $7.5 million, comprised of $2.7 million cash paid, net of cash and restricted cash acquired, $3.6 million of contingent consideration, and $1.2 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 sellers recognized on the acquisition date was estimated by calculating the risk adjusted present value of the deferred cash payments. The fair values of the assets acquired and liabilities assumed were based on the Company’s estimates and assumptions using various market, income, and cost valuation approaches. Of the total consideration for these transactions, $5.5 million was attributable to goodwill, $5.3 million was attributable to intangible assets, and the remaining amount was attributable to other acquired assets and assumed liabilities which were not material. The intangible assets primarily consist of homeowner contract intangible assets amortized over four years. Pro forma and historical post-closing results of operations for these transactions completed during the year ended December 31, 2020 were not material to the Company’s consolidated statements of operations. Transaction costs associated with business combinations completed during the year were not material and were expensed as incurred. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 22,317 $ 22,317 Class G Common Stock (Note 13) — — 5,077 5,077 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 37,966 $ 37,966 Class G Common Stock (Note 13) — — 61,514 61,514 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. Contingent Consideration The contingent consideration obligations are recorded in accrued expenses and other current liabilities and other long-term liabilities on the 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 consolidated statements of operations. The charges for changes in fair value of the contingent consideration were not material for the years ended December 31, 2022, 2021, and 2020, respectively. Class G Common Stock The contingent earnout share consideration represented by the Company's Class G Common Stock is recorded in other long-term liabilities on the 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. Pursuant to the Certificate of Incorporation, 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 include 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 consolidated statements of operations. See Note 13, Equity for further information. The following table summarizes the changes in the Company's Class G Common Stock measured and recorded at fair value on a recurring basis using significant unobservable inputs (in thousands): Year Ended December 31, 2022 2021 Balance, beginning of period $ 61,514 $ — Recognition of Class G Common Stock (1) — 75,860 Change in fair value of Class G Common Stock included in earnings (56,437) (14,346) Balance, end of period $ 5,077 $ 61,514 (1) The Class G Common Stock was initially recorded on December 6, 2021 in connection with the Reverse Recapitalization described in Note 3, Reverse Recapitalization . Warrant Derivative Liabilities Prior to the Reverse Recapitalization, the Company had certain common unit and Series A preferred unit warrants that were measured at fair value upon issuance and each reporting period thereafter. For the years ended December 31, 2021 and 2020, other expense recognized in the consolidated statements of operations associated with the change in fair value of these warrants was $11.5 million and $6.6 million, respectively. Immediately prior to the Reverse Recapitalization, all remaining warrants were exercised and were no longer outstanding subsequent to December 6, 2021. Impairment of Goodwill During the fourth quarter of 2022, the Company recorded goodwill impairment charges of $244.0 million. The fair value estimate of the Company's single reporting unit was classified in Level 3 of the fair value hierarchy due to the significance of unobservable inputs developed using company-specific information. For more information on the impairment of goodwill, refer to Note 7, Intangible Assets, Net and Goodwill . |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property a nd Equipment, Net Property and equipment, net consisted of the following (in thousands): As of December 31, Useful Lives (Years) 2022 2021 Land Indefinite $ 13,394 $ 13,394 Buildings and building improvements 12 - 35 12,471 12,665 Leasehold improvements Shorter of estimated useful life or lease term 6,528 6,426 Computer equipment 3 13,510 11,471 Furniture, fixtures, and other 2 - 10 22,096 15,900 Vehicles 2 - 8 7,975 6,457 Internal-use software 4 53,024 43,234 Total 128,998 109,547 Less: Accumulated depreciation (63,455) (42,361) Property and equipment, net $ 65,543 $ 67,186 |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwil l Intangible assets, net consisted of the following (in thousands): Weighted Average Useful Life Remaining (Years) As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Homeowner contracts 4 $ 311,456 $ (101,142) $ 210,314 Databases, photos, and property listings 1 27,450 (23,661) 3,789 Trade names 1 9,942 (9,316) 626 Other (1) 2 2,903 (2,781) 122 Total intangible assets $ 351,751 $ (136,900) $ 214,851 Weighted Average Useful Life Remaining (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 December 31, 2022 is expected to be as follows: Year Ending December 31: Amount 2023 $ 52,109 2024 54,209 2025 50,155 2026 28,898 2027 16,419 Thereafter 13,061 Total $ 214,851 The following table summarizes the changes in the Company's goodwill balance (in thousands): Year Ended December 31, 2022 2021 Balance at beginning of period $ 754,506 $ 121,487 Acquisitions 69,362 632,983 Measurement period adjustments 5,738 — Impairment of goodwill (243,991) — Foreign exchange translation and other (410) 36 Balance at end of period (1) $ 585,205 $ 754,506 (1) Goodwill is net of accumulated impairment losses of $244.0 million that were recorded to the Company's single reporting unit during the fourth quarter of fiscal 2022. Impairment of Goodwill The Company tested its single reporting unit for goodwill impairment on the first day of the fourth quarter and determined that there was no goodwill impairment as of the annual testing date. Over the course of the fourth quarter, the Company experienced events and changes in circumstances indicating that goodwill might be impaired. These events and changes in circumstances included a significant decline in the Company's stock price and market capitalization during November 2022 that persisted through the end of 2022. As a result of the events and changes in circumstances described above, the Company performed a quantitative goodwill impairment assessment as of December 31, 2022, which resulted in goodwill impairment charges of $244.0 million. The fair value estimate of the Company's single reporting unit was derived from a combination of an income approach and a market approach. Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows, which the Company considers to be a Level 3 unobservable input in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic, industry, and market conditions. The Company based the discount rate on the weighted-average cost of capital considering Company-specific characteristics and the uncertainty related to the reporting unit's ability to execute on the projected cash flows. Under the market approach, the Company estimated the fair value of the reporting unit based on revenue market multiples derived from comparable publicly traded companies with similar characteristics as the reporting unit, as well as an estimated control premium. Prior to the quantitative goodwill impairment test described above, the Company tested the recoverability of its long-lived assets, and concluded that such assets were not impaired. Potential indicators of impairment include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in the Company's stock price and/or market capitalization for a sustained period of time. It is reasonably possible that one or more of these impairment indicators could occur or intensify in the near term, which may result in an impairment of long-lived assets or further impairment of goodwill. |
Leases
Leases | 12 Months Ended |
Dec. 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 year ended December 31, 2022 were as follows (in thousands): Year Ended December 31, 2022 Operating lease cost $ 15,394 Variable lease cost 1,264 Short-term lease cost 7,744 Total lease cost $ 24,402 Of the total lease cost recorded for the year ended December 31, 2022, $4.6 million was recorded in cost of revenue, $13.7 million was recorded in operations and support, and $6.1 million was recorded in general and administrative expense in the consolidated statements of operations. Rent expense for the year ended December 31, 2021 totaled $27.1 million, of which $5.8 million was recorded in cost of revenue, $15.2 million was recorded in operations and support, and $6.1 million was recorded in general and administrative expense in the consolidated statement of operations. Amounts recognized in the consolidated balance sheet related to operating leases as of December 31, 2022 were as follows (in thousands): As of December 31, 2022 Assets Other long-term assets $ 29,332 Liabilities Accrued expenses and other current liabilities $ 9,490 Other long-term liabilities 21,706 Total lease liabilities $ 31,196 Maturities of operating lease liabilities as of December 31, 2022 were as follows (in thousands): As of December 31, 2022 2023 $ 11,227 2024 7,879 2025 5,557 2026 3,914 2027 2,856 Thereafter 4,039 Total lease payments 35,472 Less: Interest (4,276) Total lease liabilities $ 31,196 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 December 31, 2022 was as follows: As of December 31, 2022 Weighted-average remaining lease term (in years) 4.4 Weighted-average discount rate 5.7 % Supplemental cash flow information related to operating leases for the year ended December 31, 2022 was as follows (in thousands): Year Ended December 31, 2022 Cash paid for operating lease liabilities $ 14,825 Lease liabilities exchanged for right-of-use assets $ 5,572 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 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 December 31, 2022 2021 Employee-related accruals $ 25,110 $ 25,599 Homeowner reserves 9,837 6,365 Current portion of acquisition liabilities (1) 25,056 31,444 Current portion of operating lease liabilities 9,490 — Other 16,340 8,425 Total accrued expenses and other current liabilities $ 85,833 $ 71,833 (1) The current portion of acquisition liabilities includes contingent consideration and deferred payments to sellers due within one year. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company's debt obligations consisted of the following (in thousands): As of December 31, 2022 2021 Insurance premium financing $ 4,498 $ — Other long-term debt 375 637 Total debt 4,873 637 Less: current maturities (1) (4,748) (125) Long-term portion $ 125 $ 512 (1) Current maturities of debt are recorded within accrued expenses and other current liabilities on the consolidated balance sheets. Insurance Premium Financing During the fourth quarter of 2022, the Company entered into short-term agreements to finance $4.8 million of certain insurance premiums. The outstanding balance of $4.5 million as of December 31, 2022 is repayable in monthly installments of principal and interest through November 2023, at a weighted-average annual percentage rate of 5.46%. Revolving Credit Facility In October 2021, the Company and its 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 ("Revolving Credit Facility"). The Revolving Credit Facility includes 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. 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 New York Federal Reserve Bank Rate plus 0.50%, and (iii) the Adjusted London Interbank Offered ("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 are 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 is also 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 certain guarantor subsidiaries (the "Guarantors") are secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors. As of December 31, 2022 and December 31, 2021, there were no borrowings outstanding under the Revolving Credit Facility. As of December 31, 2022, there were letters of credit of $23.4 million issued under the Revolving Credit Facility, and $81.6 million was available for borrowings. As of December 31, 2022, the company was in compliance with all covenants under the Credit Agreement. Senior Secured Convertible Notes On May 21, 2020, the Company issued $108.1 million in aggregate principal amount of senior secured convertible notes ("D-1 Convertible Notes") pursuant to the Note Purchase Agreement ("Purchase Agreement"), dated May 21, 2020. The total net proceeds from the D-1 Convertible Notes offering, after deducting debt issuance costs paid by the Company, was $105.9 million. The proceeds of the D-1 Convertible Notes were used to enhance the Company's liquidity position and for general corporate purposes. The notes were to mature on June 20, 2023 but were converted into approximately 140,392,925 Series D-1 preferred units of Vacasa Holdings immediately prior to the consummation of the Reverse Recapitalization on December 6, 2021 (see Note 3, Reverse Recapitalization ). In connection with the conversion, the Company recorded incremental interest expense of $19.6 million in the consolidated statement of operations during the year ended December 31, 2021. Prior to the Reverse Recapitalization, 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. Paycheck Protection Program In April 2020, the Company entered into a $10.0 million note payable with J.P. Morgan pursuant to the Paycheck Protection Program ("PPP Loan") under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") and returned the entire outstanding balance plus interest in May 2020. Prior to the Company's acquisition of TurnKey, TurnKey entered into a $6.4 million note payable pursuant to the Paycheck Protection Program ("PPP") under the CARES Act. Pursuant to the terms of the business combination, the then-current shareholders of TurnKey were required to set aside an amount equal to the PPP loan obligation in an escrow account for the possible repayment of the obligation assumed by the Company. The total loan obligation was repaid by the TurnKey shareholders in full in June 2021. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): As of December 31, 2022 2021 Class G Common Stock (Note 13) $ 5,077 $ 61,514 Long-term portion of acquisition liabilities (1) 16,226 33,301 Long-term portion of operating lease liabilities 21,706 — Other 11,978 17,308 Total other long-term liabilities $ 54,987 $ 112,123 (1) The long-term portion of acquisition liabilities includes contingent consideration and deferred payments to sellers due after one year. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For financial reporting purposes, the domestic and foreign components of losses before income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (326,328) $ (145,346) $ (83,232) Foreign (4,799) (8,461) (9,421) Total $ (331,127) $ (153,807) $ (92,653) Income tax expense (benefit) consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal U.S. $ 1,509 $ (14) $ 14 State and local 1,122 889 110 Foreign 473 (36) 117 Total current provision for income taxes 3,104 839 241 Deferred and other: Federal U.S. (763) — — State and local (254) — (223) Foreign (1,065) (55) (333) Total deferred benefit for income taxes (2,082) (55) (556) Total income tax expense (benefit) $ 1,022 $ 784 $ (315) Effective Income Tax Rate The effective income tax rate for the years ended December 31 varies from the U.S. statutory federal income tax rate as follows: Year Ended December 31, 2022 2021 2020 Income tax expense (benefit) at federal statutory rate 21 % 21 % 21 % Increase (decrease) in tax rate resulting from: Effect of flow-through entity — % (17) % (21) % Noncontrolling Interest (9) % (2) % — % Fair Value Adjustment for Class G Common Stock — % 2 % — % Valuation Allowance (12) % (2) % — % Other — % (2) % — % Income tax expense (benefit) — % — % — % Our effective tax rate for the year ended December 31, 2022 differs from the U.S. federal statutory rate of 21% primarily due to the effect of the taxable income or loss that is allocated to the non-controlling interest and the Company's valuation allowance. Our effective tax rates for the years ended December 31, 2021, and 2020 differ from the U.S. federal statutory rate of 21% primarily due to the effect of a flow-through entity for which the taxable income or loss is allocated to the members. Deferred Tax Assets and Liabilities Deferred income tax assets and liabilities were as follows (in thousands): Year Ended December 31, 2022 2021 Deferred Tax Assets ("DTA"): Net operating loss and tax credit carryforwards $ 55,179 $ 37,000 Reserves and accruals not currently deductible for tax purposes 42 14 Goodwill and other intangibles - DTA — — ASC 718 Adjustment 6,817 — Property, plant, and equipment 121 1 Investment in Vacasa Holdings, LLC 20,672 283 Investment in Subsidiaries 140 61 Intangibles 3,004 803 Other - DTA 1,703 312 Gross deferred tax assets 87,678 38,474 Less: valuation allowance (86,451) (38,376) Total deferred tax assets $ 1,227 $ 98 Deferred Tax Liabilities ("DTL"): Property, plant and equipment (14) (72) Goodwill and other intangibles - DTL — (1,157) Other - DTL (197) (4) Total deferred tax liabilities $ (211) $ (1,233) Net deferred tax asset (liability) (1) $ 1,016 $ (1,135) (1) Net deferred tax assets are recorded within other long-term assets on the consolidated balance sheets. Net deferred tax liabilities are recorded primarily within other long-term liabilities on the consolidated balance sheets. For the year ended December 31, 2022, the change in valuation allowance was $48.1 million, of which $40.1 million was recorded to income tax benefit in the consolidated statement of operations. For the year ended December 31, 2021, the change in valuation allowance was $36.7 million, of which $3.6 million was recorded to income tax benefit in the consolidated statement of operations. In determining the need for a valuation allowance, the Company weighs both positive and negative evidence in the various jurisdictions in which it operates to determine whether it is more likely than not that its deferred tax assets are recoverable. In assessing the ultimate realizability of its deferred tax assets, the Company considers all available evidence, including cumulative historic and forecasted losses. The Company has had significant cumulative book and tax losses and is currently generating losses, and as such, does not believe it is more likely than not that its U.S. deferred tax assets will be realized. Accordingly, a full valuation allowance has been established in the U.S., and no deferred tax assets and related tax benefit have been recognized in the financial statements. There is no valuation allowance in certain foreign jurisdictions that have cumulative income and expected future income. As of December 31, 2022 and 2021, the Company did not have any unrecognized tax benefits. The Company did not recognize interest or penalties associated with unrecognized tax benefits during any of the periods presented. Operating Loss and Tax Credit Carryforwards The Company has tax net operating loss ("NOL") carryforwards related to its domestic and foreign operations of approximately $217.1 million as of December 31, 2022, of which $9.8 million will begin to expire in 2035, and the remaining of which have an indefinite carryforward. The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. With few exceptions, as of December 31, 2022, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2019. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | Equity Subsequent to the Reverse Recapitalization, as described in Note 3, Reverse Recapitalization , the Company had one class of preferred stock authorized and three classes of common stock: Class A Common Stock, Class B Common Stock and Class G Common Stock. Holders of the Class A Common Stock and Class B Common Stock will vote together as a single class on all matters submitted to stockholders for their vote or approval, except as required by applicable law. Each share of Class A and Class B Common Stock will be entitled to one vote on such matters. Holders of the Class G Common Stock will not be entitled to vote (except as required by applicable law). Preferred Stock The Company has been authorized to issue 30,000,000 shares of preferred stock with a par value of $0.00001 per share. Voting and other rights and preferences may be determined from time to time by the Company's Board of Directors. As of December 31, 2022, there were no shares of preferred stock issued and outstanding. Class A Common Stock The Company is authorized to issue 1,000,000,000 shares of Class A Common Stock, par value $0.00001 per share. As of December 31, 2022, there were 236,390,230 shares of Class A Common Stock outstanding. The holders of the Company's Class A Common Stock are entitled to receive dividends when, as and if declared by the Company's Board out of legally available funds. Class B Common Stock The Company is authorized to issue 487,276,085 shares of Class B Common Stock, par value $0.00001 per share, which shares were issued to Existing VH Holders that continued to hold their investment in OpCo Units of Vacasa Holdings in connection with the Reverse Recapitalization, as described in Note 3, Reverse Recapitalization . The holders of the Class B Common Stock hold an equal number of OpCo Units in Vacasa Holdings. From time to time, the Class B Common Stock and OpCo Units held by the Existing VH Holders may be exchanged for one share of Class A Common Stock of the Company or cash (based on the market price for a share of Class A Common Stock) at the election of the Company's Board. As of December 31, 2022, there were 197,445,231 shares of Class B Common Stock outstanding. Class G Common Stock The Company is authorized to issue 30,000,000 shares of Class G Common Stock, par value $0.00001 per share. The holders of the Company's Class G Common Stock will not be entitled to vote (except as required by applicable law). As of December 31, 2022, there were 6,333,333 shares of Class G Common Stock outstanding. Pursuant to the Certificate of Incorporation, the shares of the Company's Class G Common Stock issued will be automatically converted into shares of the Company's Class A Common Stock to the extent certain triggering events occur prior to the 10th anniversary of the Reverse Recapitalization, including specified strategic transactions and other triggering events based on the shares of the Class A Common Stock closing trading price equaling or exceeding certain price thresholds for any 20 days within a 30 trading-day period. The first price threshold is $12.50 per share, the second price threshold is $15.00 per share, and the third price threshold is $17.50 per share (in each case, as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like). Upon the occurrence of the first price threshold, second price threshold, and third price threshold, the number of shares of the Company's Class A Common Stock that will be issued upon the conversion of the applicable shares of the Company's Class G Common Stock will equal 2,419,662, 2,722,118, and 3,085,068, respectively. Any shares of Class G Common Stock that remain outstanding on the tenth anniversary of the closing date of the Reverse Recapitalization will be automatically transferred to the Company for no consideration and will be retired and cancelled in accordance with the Certificate of Incorporation. The Company's Class G Common Stock is not indexed to the common stock of the Company and, therefore, is accounted for as liability classified instruments in accordance with ASC 815-40, as the events that determine the number of shares of Class G Common Stock required to be released or issued, as the case may be, include events that are not solely indexed to the fair value of the Company's Class A Common Stock. The Class G Common Stock was measured at the Reverse Recapitalization date, and subsequently will be measured at each reporting date until settled, or it meets the criteria for equity classification. Changes in the fair value are recorded as a component of other income (expense), net in the consolidated statements of operations. See Note 5, Fair Value Measurements for further information. Dividends and Conversion The holders of the Company's Class B Common Stock and Class G Common Stock will not have any right to receive dividends other than stock dividends consisting of shares of the Company's Class B Common Stock and Class G Common Stock, respectively, paid proportionally with respect to each outstanding share of the applicable class of the Company's common stock, in connection with a stock dividend declared and paid on the Company's Class A Common Stock. Stock dividends with respect to each class of the Company's common stock may only be paid with shares of the Company's common stock of the same class. Shares of Class A Common Stock and Class B Common Stock are not subject to any conversion right. Redeemable Noncontrolling Interest The redeemable noncontrolling interest relates to the economic interest of Vacasa Holdings OpCo Units not owned by the Company. As of December 31, 2022, the Company directly owned approximately 54.5% of the interest in Vacasa Holdings and the redeemable noncontrolling interest was 45.5%. The Existing VH Holders that hold the OpCo Units of Vacasa Holdings own an equal number of shares of Class B Common Stock. Due to the cash redemption and the Existing VH Holders controlling the Board of Directors of the Company, the Company has accounted for the redeemable noncontrolling interest as temporary equity. Vacasa Holdings LLC Equity For periods prior to the Reverse Recapitalization, Vacasa Holdings LLC had preferred units, Class A common units, Class B common units, Class C common units, preferred unit warrants, and common unit warrants. As discussed in Note 3, Reverse Recapitalization , all of the existing holders of Vacasa Holdings preferred units, common units, and warrants exchanged their interests in Vacasa Holdings for Class A Common Stock or Class B Common Stock and OpCo Units in Vacasa Holdings, pursuant to the terms of the Business Combination Agreement, as amended. For additional information on the Reverse Recapitalization, see Note 3, Reverse Recapitalization . The conversion of the historical preferred units and warrants were consistent with the terms of the instruments at such date. For the year ended December 31, 2020 and through the year-to-date period ended April 1, 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 losses of $426.1 million and $202.4 million to remeasure its Redeemable Convertible Preferred Units to their maximum redemption values during the years ended December 31, 2021 and 2020, respectively. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation In connection with the Reverse Recapitalization, the Company adopted the Vacasa Inc. 2021 Incentive Award Plan (the "2021 Plan") and the Vacasa, Inc. 2021 Non-Qualified Employee Stock Purchase Plan (the "ESPP Plan"). 2021 Plan Under the 2021 Plan, the Board of Directors may grant incentive stock options ("ISOs") to employees of the Company and certain subsidiaries and nonqualified stock options ("NSOs"), restricted stock ("RSAs"), restricted stock units ("RSUs"), stock appreciation rights ("SARs"), performance units and performance bonus awards, and performance stock units ("PSUs") to employees, members of the Board of Directors and consultants of the Company and its subsidiaries. Under the 2021 Plan, ISOs, NSOs and SARs may be granted at a price not less than 100% of the fair market value of the underlying Class A Common Stock on the date of grant (110% of fair value for ISOs issued to holders of 10% or more of voting stock). Options and SARs are exercisable over a period not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of the voting stock) from the date of grant. The term of each stock award under the plan will not exceed 10 years and each award generally vests between one As of December 31, 2022, there were 13,613,239 shares of the Company's Class A Common Stock reserved for future grants under the 2021 Plan. The number of shares reserved for issuance is subject to an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the least of (a) 3% of the shares of our Class A Common Stock outstanding on the last day of the immediately preceding fiscal year, (b) an amount of additional shares such that the total number of shares available for issuance under the 2021 Plan on such first day of the year, after giving effect to the additional shares, equals 5% of the shares of our Class A Common Stock outstanding on the last day of the immediately preceding fiscal year and (c) such smaller number of shares of our Class A Common Stock as determined by our Board; provided, however, that no more than 25,000,000 shares of our Class A Common Stock may be issued upon the exercise of ISOs. Pursuant to the annual increase provision, an additional 334,520 shares of our Class A Common Stock became reserved for issuance effective January 1, 2023. ESPP Plan In connection with the Reverse Recapitalization, the Company adopted the ESPP Plan. The ESPP Plan authorizes the issuance of shares of Class A Common Stock pursuant to purchase rights granted to employees. As of December 31, 2022, there were 7,946,327 shares of our Class A Common Stock reserved for future sale to employees under the ESPP Plan. The number of shares reserved for issuance is subject to an annual increase on the first day of each fiscal year beginning in 2022 and ending in 2031, equal to the least of (a) 1% of the shares of our Class A Common Stock outstanding on the last day of the immediately preceding fiscal year, (b) an amount of additional shares such that the total number of shares available for issuance under the ESPP on such first day of the year, after giving effect to the additional shares, equals 2% of the shares of our Class A Common Stock outstanding on the last day of the immediately preceding fiscal year, and (c) such number of shares of our Class A Common Stock as determined by our Board. The shares reserved for issuance under the ESPP may be authorized but unissued shares or reacquired shares. Pursuant to the annual increase provision, an additional 133,808 shares of our Class A Common Stock became reserved for issuance effective January 1, 2023. SARs and Options Prior to the Reverse Recapitalization, Vacasa Holdings granted unit appreciation rights ("UARs") to employees, consultants, and board members under the UAR plan. Following the effectiveness of the 2021 Plan at the date of the Reverse Recapitalization, the Company ceased granting UAR awards. In connection with the Reverse Recapitalization, UARs were converted into Company SAR Awards which entitle the holder to receive a number of shares of the Company's Class A Common Stock, cash or other assets equal to the appreciation in value between the grant date and the exercise date. The historical UARs were generally subject to both service-based and liquidity-based vesting conditions. The service-based vesting condition is satisfied based on continued service over a period of time that is set forth in the applicable award agreement. The liquidity-based vesting condition is satisfied upon (i) a change in control (as defined in the UAR Plan) or (ii) the occurrence of the date that is six months and one day following an initial public offering of the Company's securities. The Business Combination Agreement, as described in Note 3, Reverse Recapitalization , provides that the liquidity-based vesting condition will be deemed satisfied if the holder of a Vacasa SAR Award (into which UARs were converted) remains a service provider of the company through the 180th day following the closing of the Reverse Recapitalization. In connection with the Reverse Recapitalization, each UAR that was outstanding immediately prior to the Reverse Recapitalization was converted into a SAR of the Company on terms substantially identical to those in effect prior to the Reverse Recapitalization, except for adjustments to the underlying number of shares and the exercise price based on the determined exchange ratio. The exchange was treated as a modification of the awards which did not result in any incremental compensation expense at the closing of the Reverse Recapitalization. Through December 6, 2021, no equity-based compensation expense had been recognized for the historical UAR awards with the liquidity-event performance-based vesting condition based on the occurrence of a qualifying event, as such qualifying event was not probable. Upon the Reverse Recapitalization, the liquidity-event performance-based condition was met and $18.4 million of equity-based compensation expense was recognized related to these awards. Prior to the Reverse Recapitalization, Vacasa Holdings recognized equity-based compensation for option awards granted and outstanding under the TurnKey Vacations, Inc., 2014 Equity Incentive Plan, as a result of the TurnKey Acquisition. As a result of the Reverse Recapitalization, stock options outstanding under such plan were converted into 5,553,275 of Class A stock options of the Company based on the Exchange Ratio determined in accordance with the terms of the Reverse Recapitalization. The exchange of such stock options for stock options of the Company's Class A Common Stock was treated as a modification of the awards. The modification of the stock options did not result in any incremental compensation expense to be recognized at the closing of the Reverse Recapitalization. Equity-based Award Activities Restricted Stock Units A summary of the 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 7,998 5.49 Vested (1) (1,425) 6.68 Forfeited (1) (1,192) 6.41 Outstanding as of December 31, 2022 5,381 4.96 (1) In connection with his departure as Chief Executive Officer, Matt Roberts received accelerated vesting of 280,200 of his RSUs. The remaining 217,933 of his unvested RSUs were forfeited. As of December 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 3.2 years. Performance Stock Units The Company has granted PSUs to certain members of its leadership team, 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 either the trailing 45-day or 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. For certain of the awards, depending on the performance achieved, the actual number of shares of Class A Common Stock issued to the holder may range from 0% to 200% of the target number of PSUs granted. The number of PSUs granted included in the table below is based on the maximum potential achievement for all awards. In the event that performance criteria and requisite service are not achieved, the corresponding portion of the PSUs that do not vest will be forfeited. A summary of the PSU activity was as follows during the period indicated: Performance Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 3,596 2.72 Vested (1) (405) 2.33 Forfeited (1) (1,078) 2.53 Outstanding as of December 31, 2022 2,113 2.90 (1) In connection with his departure as Chief Executive Officer, Matt Roberts received accelerated vesting of 404,732 of his PSUs. The remaining 840,598 of his unvested PSUs were forfeited. As of December 31, 2022, there was unrecognized compensation expense of $5.3 million related to unvested PSUs, which is expected to be recognized over a weighted-average period of 2.8 years. Stock Appreciation Rights A summary of the SARs activity was as follows during the period indicated: Stock Appreciation Rights Weighted Average Exercise Price Outstanding as of January 1, 2021 — $ — Effect of Reverse Recapitalization 5,028 2.95 Forfeited (14) 3.56 Outstanding as of December 31, 2021 5,014 2.95 Exercised (2,758) 2.68 Forfeited (515) 4.06 Outstanding as of December 31, 2022 1,741 3.06 The aggregate intrinsic value of SARs exercised during the year ended December 31, 2022 was $5.4 million. As of December 31, 2022, there was $0.6 million of unrecognized compensation expense for the Company's SARs that will be recognized over a weighted-average remaining recognition period of 1.1 years. As of December 31, 2022, the Company's outstanding SARs had a weighted-average remaining contractual life of 6.3 years and no intrinsic value. 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 January 1, 2021 — $ — Effect of Reverse Recapitalization 5,553 0.93 Forfeited (92) 1.64 Outstanding as of December 31, 2021 5,461 0.91 Exercised (472) 0.45 Forfeited (292) 1.60 Outstanding as of December 31, 2022 4,697 0.92 The aggregate intrinsic value of stock options exercised during the year ended December 31, 2022 was $1.5 million. As of December 31, 2022, there was $0.3 million of unrecognized compensation expense for the Company's stock options that will be recognized over a weighted-average remaining recognition period of 1.6 years. As of December 31, 2022, the Company's outstanding stock options had a weighted-average remaining contractual life of 5.4 years and an intrinsic value of $2.3 million. 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 Balance as of December 31, 2020 6,074 $ 0.93 Granted 2,931 6.41 Vested in connection with Reverse Recapitalization (3,693) 0.76 Unvested balance as of Reverse Recapitalization 5,312 4.10 Vested after Reverse Recapitalization (358) 0.69 Forfeited or cancelled — — Unvested outstanding as of December 31, 2021 4,954 $ 4.34 Vested (2,280) 4.05 Forfeited (654) 1.48 Unvested outstanding as of December 31, 2022 2,020 5.60 As of December 31, 2022, there was $11.0 million of unrecognized compensation expense related to unvested employee equity units, which is expected to be recognized over a weighted-average period of 2.2 years. Prior to the Reverse Recapitalization, Vacasa Holdings had granted its executives “employee equity units” of Vacasa Employee Holdings LLC, which are intended to constitute “profits interests” within the meaning of IRS Revenue Procedure 93-27, as clarified by IRS Revenue Procedure 2001-43. The employee equity units have no intrinsic value on the date of grant, and have actual value to the executive only to the extent the equity value of Vacasa Holdings appreciates following the grant date. Employee equity units are subject to a time-based vesting condition. The time-based vesting condition is generally satisfied over four years with 25% of the units vesting on the one year anniversary of the vesting commencement date of the award, followed by 1/48th of the units vesting each month over the subsequent three years. Prior to the consummation of the Reverse Recapitalization (as described in Note 3, Reverse Recapitalization ), Vacasa Holdings effectuated the Vacasa Holdings Recapitalization, pursuant to which all outstanding employee equity units were recapitalized in accordance with the OpCo LLC Agreement, which continue to be subject to the same vesting conditions as applied to such employee equity units before the recapitalization. Upon vesting of each employee equity unit, a corresponding OpCo unit vests and a Class B common share of the Company is issued. The modification did not result in any incremental compensation expense to be recognized. No grants of employee equity units are to be made following the Reverse Recapitalization. Prior to the consummation of the Reverse Recapitalization, the determination of the fair value of awards on the date of grant utilized an option-pricing model which 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 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. Employee Stock Purchase Plan In connection with the Business Combination, the Company adopted the 2021 Nonqualified ESPP. Under the ESPP, eligible participants may purchase shares of the Company’s Class A Common Stock using payroll deductions, which may not exceed 15% of their total cash compensation. Offering and purchase periods begin on June 1 and December 1 of each year. Participants will be granted the right to purchase shares at a price per share that is 85% of the lesser of the fair market value of the shares at (i) the participant’s entry date into the applicable one-year offering period or (ii) the end of each six-month purchase period within the offering period. The ESPP does not meet the criteria of Section 423 of the Internal Revenue Code and is considered a non-qualified plan for federal tax purposes. The Company has treated the ESPP as a compensatory plan under GAAP. For the year ended December 31, 2022, there were 915,464 shares of Class A Common Stock purchased under the ESPP at a weighted-average price of $1.33 per share. Equity-Based Compensation Expense The Company recorded equity-based compensation expense for the periods presented in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,025 $ 113 $ — Operations and support 5,931 2,574 252 Technology and development 5,733 3,032 641 Sales and marketing 5,554 8,270 372 General and administrative 15,927 12,989 2,084 Total equity-based compensation expense $ 34,170 $ 26,978 $ 3,349 Vacasa Holdings LLC Equity For the year-to-date period ended April 1, 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 remeasurement of its redeemable convertible preferred units during the year ended December 31, 2021. Subsequent to April 1, 2021, the Company did not adjust the carrying amount 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 year ended December 31, 2021, Vacasa Holdings common unit warrants were measured and recorded at fair value on a recurring basis. The Company recorded a loss of $11.5 million to remeasure the common unit warrants to their fair values during the year ended December 31, 2021. In connection with the Reverse Recapitalization on December 6, 2021, these warrants were net exercised in accordance with their terms and were no longer outstanding as of December 31, 2021. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company calculates net income (loss) per share of Class A Common Stock in accordance with ASC 260, Earnings Per Share, which requires the presentation of basic and diluted net income (loss) per share. Basic net income (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 net income (loss) per share represents basic net income (loss) per share adjusted to include the potentially dilutive effect of RSUs, PSUs, SARs, stock options, employee equity units, purchases under the ESPP, and Class G Common Stock. Diluted net income (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 net loss per share because the antidilutive effect of potential common shares is disregarded. The Company analyzed the calculation of net income (loss) per share for periods prior to the Reverse Recapitalization as described in Note 3, Reverse Recapitalization , 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 basic and diluted loss per share of Class A Common Stock for the year ended December 31, 2021 represents only the period of December 6, 2021 to December 31, 2021. The following is a reconciliation of basic and diluted loss per share of Class A Common Stock for the year ended December 31, 2022 and for the period December 6, 2021 through December 31, 2021 (in thousands, except per share data): Year Ended December 31, December 6 - December 31, 2022 2021 Net loss attributable to Class A Common Stockholders for basic and diluted net loss per share $ (177,898) $ (12,697) Weighted-average shares for basic and diluted loss per share (1) 223,423 214,794 Basic and Diluted loss per share of Class A Common Stock $ (0.80) $ (0.06) (1) Basic and diluted weighted-average shares outstanding include restricted stock units that have vested but whose settlement into shares of Class A 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 net income (loss) per share of Class A Common Stock 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): Year Ended December 31, 2022 OpCo units (1) 197,445 Restricted stock units 5,381 Performance stock units (2) 2,113 Stock appreciation rights 1,741 Stock options 4,697 Employee equity units 2,020 Employee stock purchase plan 3,499 Class G Common Stock 8,227 Common shares excluded from calculation of diluted net income (loss) per share 225,123 (1) These securities are neither dilutive or anti-dilutive for the period presented as their assumed redemption for shares of Class A Common Stock would cause a proportionate increase to Net income (loss) attributable to Class A Common Stockholders, diluted. (2) PSUs are contingently issuable upon the satisfaction of certain market conditions. As of December 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 | 12 Months Ended |
Dec. 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 laws, rules, and regulations that vary 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 Company to expend significant financial and operational resources. 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, rules, and regulations are complex and subject to change, and in several instances, jurisdictions have yet to codify or implement applicable laws, rules or regulations. 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, rules, 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 U.S. and elsewhere in the world impose transient occupancy, lodging accommodations, and sales taxes ("Hospitality and Sales Taxes") on the use or occupancy of lodging accommodations or other traveler services. The Company collects and remits Hospitality and Sales Taxes on behalf of its homeowners. Such Hospitality and Sales Taxes are generally remitted to tax jurisdictions within a 30 day period following the end of each month, quarter, or year end. As of December 31, 2022 and December 31, 2021, the Company had an obligation to remit Hospitality and Sales Taxes collected from guests in these jurisdictions totaling $17.9 million and $12.5 million, respectively. These payables are recorded in hospitality and sales taxes payable on the consolidated balance sheets. The Company’s potential obligations with respect to Hospitality and Sales 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 certain 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 December 31, 2022 and December 31, 2021, accrued obligations related to these estimated taxes, including estimated penalties and interest, totaled $11.8 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, negligence, and property rights. In January 2023, the Company was served with a complaint filed against multiple subsidiaries of the Company alleging, among other things, wrongful death relating to a fire in 2020 at rental units managed by a subsidiary of the Company. The complaint was filed in Dare County Superior Court in the State of North Carolina and seeks damages related to the deaths of three individuals. The Company believes it has meritorious defenses to the allegations in the complaint and will vigorously contest the allegations. The Company does not believe, based on currently available facts and circumstances, that the final outcome of any pending legal proceedings or ongoing regulatory investigations, taken individually or as a whole, will have a material adverse effect on our consolidated financial statements. However, lawsuits may involve complex questions of fact and law and may require the expenditure of significant funds and other resources to defend. The results of litigation or regulatory investigations are inherently uncertain, and material adverse outcomes are possible. From time to time, the Company may enter into confidential discussions regarding the potential settlement of such lawsuits. Any settlement of pending litigation could require us to incur substantial costs and other ongoing expenses. During the periods presented, no material amounts have been accrued or disclosed in the accompanying consolidated financial statements with respect to loss contingencies associated with any regulatory matter or legal proceeding. These matters are subject to many uncertainties, and the ultimate outcomes are not predictable. There can be no assurances that the actual amounts required to satisfy any liabilities arising from the regulatory matters and legal proceedings described above will not have a material adverse effect on the Company’s business, results of operations, financial condition, or cash flows. Accommodations Protection Program The Company offers an Accommodations Protection Program (the "Program") that covers the Company and the homeowner for 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 completing an opt-out form. If a homeowner opts out of the Program, the homeowner’s insurance policies, or the homeowner personally if the homeowner does not carry insurance, 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 standards. 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains the Vacasa 401(k) Plan ("401(k) Plan"), a defined contribution benefit plan, for its employees who satisfy certain eligibility requirements. The 401(k) Plan allows eligible employees to make voluntary contributions at the discretion of the employee, up to the maximum annual contribution subject to Internal Revenue Code limitations. The Company matches contributions made by 401(k) Plan participants equal to 100% of the elective deferrals up to 6% of a participant's annual eligible compensation. Both employee contributions and the Company’s matching contributions are fully vested upon contribution. For the years ended December 31, 2022, 2021, and 2020, the Company recognized matching contribution expense of $10.5 million, $7.9 million, and $4.4 million, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Workforce Reduction Plan On January 23, 2023, the Board of Directors of the Company approved a workforce reduction plan (the “Plan”) designed to align the Company’s expected cost base with its 2023 strategic and operating priorities. The Plan includes the elimination of approximately 1,300 positions across the Company, in both its local operations teams and central teams, representing approximately 17% of the workforce. The Company estimates the aggregate pre-tax costs associated with the Plan to be approximately $5 million, primarily consisting of severance payments of approximately $4 million and employee benefits and related costs of approximately $1 million. The Company expects to incur substantially all of these charges in the first and second quarter of 2023. All of these costs will result in future cash expenditures. The Company expects the reduction in force to be substantially complete by the second quarter of 2023. The estimates of costs and expenses that the Company expects to incur in connection with the Plan are subject to a number of assumptions and actual results may differ materially. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany balances and transactions have been eliminated in consolidation. Pursuant to the Reverse Recapitalization, as described in Note 3, Reverse Recapitalization , the Company holds 236,390,230 units of Vacasa Holdings ("OpCo Units"), which represents a 54.5% ownership interest as of December 31, 2022. 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 income (loss) attributable to redeemable noncontrolling interests in the 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 elected to irrevocably opt out of the extended transition period. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in the 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, valuation of equity-based compensation, valuation of goodwill, 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 consolidated financial statements will be affected. |
COVID19 Impacts | COVID-19 Impacts COVID-19 and its variants have impacted the Company in a number of ways. Beginning at the end of the Company’s first quarter of 2020, the Company experienced a significant decline in revenue resulting from a decrease in bookings and an increase in cancellations, which in turn impacted Nights Sold. In certain markets, vacation homes on the Company's platform and attractions within the local market were subject to shifting government mandates or guidance regarding COVID-19 restrictions. Due to the impact that the reduction in bookings initially had on its financial condition, $108.1 million of Senior Secured Convertible Notes ("D-1 Convertible Notes") were issued to provide for liquidity and fund other general corporate initiatives. In connection with the Reverse Recapitalization (see Note 3, Reverse Recapitalizati on), the D-1 Convertible Notes subsequently converted into equity interests in the Company and were no longer outstanding as of December 31, 2021. The Company also took steps to mitigate the adverse impacts from the COVID-19 pandemic through cost reduction measures including lower discretionary and overhead spending, as well as temporary employee furloughs, which primarily occurred in the second quarter of fiscal 2020. In the first half of 2020, the Company initiated an internal reorganization and reduction of its workforce, primarily in North America, resulting in the elimination of approximately 850 positions. As a result of these reductions, the Company recorded expenses in the 2020 consolidated statement of operations of $5.0 million, of which $1.5 million was recorded to operations and support, $1.2 million to sales and marketing, $1.1 million to general and administrative expenses, $1.0 million to technology and development, and $0.2 million to cost of revenue. The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The Company analyzed the various income tax and non-income tax provisions of the CARES Act based on currently available technical guidance and determined that aside from an imp act to the timing of cash flows, there is no material impact to the Company’s consolidated financial statements. Specifically, 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. For the year ended December 31, 2021, the Company deferred approximately $3.8 million of the employer-paid portion of social security taxes. As of December 31, 2022, there was no remaining deferral included in accrued expenses and other current liabilities on the 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. For the years ended December 31, 2022, 2021, and 2020, the Company received $0.2 million, $2.2 million, and $1.7 million, respectively, of wage subsidy from the Canadian government as part of the CEWS, which is included in operating costs and expenses in the consolidated statement of operations. |
Exit from European and Latin America Operations | Exit from European and Latin America Operations In addition to the specific responses to COVID-19 above, in the second half of the year ended December 31, 2020, the Company’s management made the decision to realign the Company’s business and strategic priorities which resulted in the wind-down of a significant portion of the Company’s international operations by December 31, 2020. In connection with the wind-down, the Company recorded restructuring costs of $1.8 million during the year ended December 31, 2020, which primarily consisted of severance costs of $1.3 million and contract termination costs of $0.5 million. Of the total, $1.4 million was recorded to general and administrative expenses, $0.3 million to cost of revenue, and $0.2 million to operations and support in the consolidated statements of operations. While some of these activities were ongoing into 2021, the majority of these actions were completed by December 31, 2020. As of December 31, 2021, accrued restructuring charges were not material. |
Segments | Segments Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company's CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates one reportable segment. The majority of the Company's revenue is earned in the United States. The Company's revenue earned outside of the United States did not exceed 10% of total revenues for the years ended December 31, 2022, 2021, or 2020 . Long-lived assets by geographical location is based on the location of the legal entity that owns the asset. As of December 31, 2022 , the majority of the Company's long-lived assets were located in the United States. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash includes demand deposits with banks and financial institutions, as well as cash in transit from payment processors. Cash equivalents includes short-term, highly liquid securities, including money market funds and term deposit investments with maturities of 90 days or less when purchased and their carrying amounts approximate fair value due to their short-term nature. The Company generally places its cash and cash equivalents and investments with major financial institutions deemed to be of high-credit-quality in order to limit its credit exposure. The Company maintains its cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. Restricted cash primarily represents payments made by guests in advance of reservations that are required to be held in escrow accounts until the rescission period expires in accordance with U.S. state regulations. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable, net primarily represents amounts owed by the prior owners of acquired businesses managed under transition services agreements, amounts owed by homeowners for reimbursable expenses incurred by the Company in accordance with the homeowner contract, amounts owed by third-party distribution partners acting as a merchant of record for guest stays that have commenced, and amounts owed by community and homeowner associations for services provided. The allowance for credit losses is estimated based on historical experience, aging of the receivable, the counterparty’s ability to pay, condition of general economy and industry, and other factors. The allowance for credit losses reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost or at fair value for assets acquired as part of a business combination. Costs of maintenance and repairs that do not improve or extend the useful lives of assets are expensed as incurred. Property and equipment includes capitalized costs related to the development of the Company’s technology platform, mobile apps, and marketplace. Software development costs related to software developed or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, are capitalized during the application development stage of the project. Costs incurred during the preliminary planning and evaluation stage of the project and during the post implementation operational stage are expensed as incurred. Additionally, the Company capitalizes qualifying costs incurred for upgrades and enhancements that result in additional functionality to existing software. Depreciation of such costs begins when the project milestones are substantially complete and software is ready for its intended use. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is recorded as a component of general and administrative expense in the consolidated statements of operations. Gains and losses on disposal of assets were not material for the years ended December 31, 2022, 2021, and 2020. |
Intangible Assets, net | Intangible Assets, net The Company’s intangible assets consist primarily of acquired homeowner contracts, databases, photos and property listings, trade names, noncompete agreements, and other. Intangible assets are recorded at fair value as of the date of acquisition and are amortized on a straight-line basis over an estimated economic life ranging from one |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets or asset groups for indicators of possible impairment by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset or asset group and its eventual disposal when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the |
Business Combinations | Business Combinations In accordance with applicable accounting standards, the Company estimates the fair value of assets acquired and liabilities assumed as of the acquisition date of each business combination. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Management makes certain estimates and assumptions when determining the fair values of assets acquired and liabilities assumed, including intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from homeowner contracts, databases, photos and property listings, and trade names, as well as discount rates. At the acquisition date, the Company will also record acquisition related liabilities, if applicable, for any contingent consideration or deferred payments to the seller. Contingent consideration is recorded at fair value on the acquisition date based on the Company’s expectation of achieving the contractually defined homeowner contract conversion and retention targets. The fair value of the contingent consideration liabilities are remeasured each reporting period after the acquisition date and any changes in the estimated fair value are reflected as gains or losses in general and administrative expense in the consolidated statement of operations. The contingent consideration liabilities were $22.3 million and $38.0 million as of December 31, 2022 and 2021, respectively. The deferred payments to sellers are recognized on the acquisition date at fair value by calculating the risk adjusted present value of the deferred cash payments to be made to the seller. The deferred payments to seller balances were $19.0 million and $26.8 million as of December 31, 2022 and 2021, respectively. Contingent consideration liabilities and deferred payments to sellers are recorded as a component of accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets based on the expected timing of settlement. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. Transaction costs associated with business combinations are expensed as incurred. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company has one reporting unit which the Company tests for impairment on the first day of the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired. If the fair value of the reporting unit is less than its carrying amount, a goodwill impairment loss is measured as the excess of the carrying amount of the reporting unit over its fair value (not to exceed the reporting unit's total goodwill balance). During the fourth quarter of 2022, the Company recorded goodwill impairment charges of $244.0 million. There were no goodwill impairment charges recorded during 2021 or 2020. Refer to Note 7, Intangible Assets, Net and Goodwill , for additional information. |
Loss Contingencies | Loss Contingencies The Company is subject to legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses associated with legal claims when such losses are both probable and reasonably estimable. These accruals are adjusted as additional information becomes available or circumstances change. |
Leases | Leases The Company adopted Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), and all related amendments on January 1, 2022, on a modified retrospective basis. Under Topic 842, the Company determines if an arrangement is or contains a lease at inception. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option and when doing so is at the Company's sole discretion. The Company has elected the short-term lease exception for all classes of assets, and therefore has not applied the recognition requirements of Topic 842 to leases of 12 months or less. The Company has also elected the practical expedient to not separate lease and non-lease components for all classes of assets. The Company’s classes of assets that are leased include real estate leases and equipment leases. Real estate leases typically pertain to the Company’s corporate office locations, field operation locations, or vacation properties whereby the Company takes control of a third party’s property during the lease period for the purpose of renting the property on a short-term basis. Most of the Company’s leases are operating leases, and activities related to finance leases were not material for any of the periods presented. The Company recognizes lease expense on a straight-line basis over the lease term. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease ROU assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. |
Fair Value | Fair Value The Company measures certain assets and liabilities at fair value on a recurring basis based on an expected exit price, which represents the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company operates a vertically-integrated vacation rental platform. The Company collects nightly rent on behalf of homeowners and earns the majority of its revenue from commissions on rent and from additional reservation-related fees paid by guests when a vacation rental is booked directly through the Company’s website or app or through its distribution partners. The majority of the Company’s vacation homes under management are located in the United States. The Company considers both the homeowners and guests to be its customers. The Company fulfills its obligations to its customers in various ways, depending on the nature of the contract. For all performance obligations, sales taxes are excluded from the transaction price. Vacation Rental Platform Under the Company’s homeowner contracts, the Company generally acts as the exclusive agent on the homeowners’ behalf to perform an integrated agency service that consists of (a) acting as the vacation home letting agent and direct intermediary between the homeowner and the guest, (b) performing routine care of the vacation property during the stay and upon guest departure, (c) 24/7 contact center support for guests and homeowners as well as local operations support, and (d) performing inspections, routine maintenance, minor repairs, and inventory management of required supplies of the property. The integrated agency service provided to homeowners represents a single distinct performance obligation. The Company markets homes on its platform directly on vacasa.com and its guest app and via its third-party distribution partners. Upon confirmation of a vacation home booking by a guest, the Company, on behalf of a homeowner, agrees to provide use of the vacation home for a specified period of time. At the time of booking, the guest agrees to pay the total booking value which is comprised of the nightly reservation rate, other reservation-related fees, and applicable sales taxes. The transaction price under the homeowner contracts represents variable consideration as the amount to which the Company is entitled depends on the total amount collected for each reservation. The uncertainty associated with the transaction price is generally resolved upon the booking, subject to estimates for cancellations and refunds. In accordance with the Company’s homeowner contracts, the Company earns commission revenue for a portion of the nightly rate and the other reservation-related fees for the integrated agency and guest services rendered. The total booking value is generally due prior to the commencement of the reservation. The total booking value collected in advance of the reservation is recorded on the balance sheets as funds payable to owners, hospitality and sales taxes payable and deferred revenue in the amount obligated to the homeowner, the taxing authority, and the Company, respectively. While the guest primarily interacts with the Company as part of the booking process, the homeowner is primarily responsible for fulfilling the promise to the guest, and as a result, the Company recognizes commission revenue net of the amount due to the homeowner under the contract. The performance obligation to provide the integrated agency services and guest services meets the criteria for recognition over time as the homeowner and guest simultaneously receive and consume the benefits from the services. The Company recognizes revenue for these services over the duration of each guest stay. The Company primarily remits payments to the homeowners for the portion of the total booking value obligated to the homeowner for completed guest stays on a monthly basis, except in certain regulated markets in which a portion of the amount obligated to the homeowner is paid in advance. In certain instances, the Company may offer a refund related to a completed stay. The Company accounts for these refunds as variable consideration, which results in a reduction to revenue. The estimate for variable consideration was not material for any of the periods presented. In addition to providing the integrated agency services under the homeowner contract, the Company may also provide home care solutions directly to the homeowner, such as home maintenance and improvement services, linen and towel supply programs, supplemental housekeeping services, and other related services, for a separately agreed upon fee. These services may be provided by Company personnel or by third-party contractors acting on the Company’s behalf. The Company recognizes this revenue on a gross basis as the Company is primarily responsible for providing these goods and services to the customer. These services represent distinct performance obligations provided to the homeowner as the Company's customer. Fees for home care solutions are generally charged on a monthly basis in accordance with the homeowner contract and may be recognized at that point in time or over the duration of the service provided. Other Services In addition to providing vacation rental platform services, the Company provides other services including real estate brokerage and management services to community associations. The purpose of these services is to attract and retain homeowners as customers of the Company’s vacation rental platform. Under the real estate brokerage services, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as cost of revenue in the consolidated statements of operations. Under the community association management services, the Company provides common area property management, community governance, and association accounting services to community and homeowner associations in exchange for a management fee and other incrementally billed services. The services represent an individual performance obligation in which the Company has determined it is primarily responsible. Revenue is recognized over time as services are rendered for the management fee and incrementally billed services are recognized at a point in time. Revenue Disaggregation A disaggregation of the Company’s revenues by nature of the Company’s performance obligations are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Vacation rental platform $ 1,142,669 $ 841,973 $ 454,476 Other services 45,281 47,085 37,284 Total $ 1,187,950 $ 889,058 $ 491,760 Contract Liability Balances Contract liability balances on the Company’s 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 the Company's consolidated balance sheets. Revenue from future stay credits is recognized when redeemed by guests, net of the portion of the booking attributable to funds payable to owners and hospitality and sales taxes payable. The Company uses historical breakage rates to estimate 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 year ended December 31, 2022, the Company recognized breakage revenue of $16.0 million, of which $11.1 million related to expirations that occurred during the first quarter of 2022, and $4.9 million related to actual and expected breakage associated with future stay credits expiring in later periods. The table below presents the activity of the Company's future stay credit liability balance (in thousands): Year Ended December 31, 2022 2021 Future stay credit liability at beginning of year $ 30,995 $ 35,140 Issuances 9,404 31,376 Acquired in business combinations 378 11,032 Redemptions (21,374) (46,433) Breakage recognized in revenue (15,993) — Foreign currency fluctuations (41) (120) Future stay credit liability at end of year $ 3,369 $ 30,995 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 revenue generated from that contract. Capitalized amounts are amortized on a straight-line basis over the estimated life of the customer through sales and marketing expenses in the consolidated statement of operations. Capitalized costs to obtain a contract were $26.4 million and $12.0 million as of December 31, 2022 and 2021, respectively, and were recorded as a component of prepaid expenses and other current assets and other long-term assets in the consolidated balance sheets. Amortization of these costs was $5.5 million, $4.0 million, and $3.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Cost of Revenue, Exclusive of Depreciation and Amortization | Cost of Revenue, Exclusive of Depreciation and Amortization Cost of revenue, exclusive of depreciation and amortization, consists primarily of employee compensation costs, which includes wages, benefits, and payroll taxes, and outside service costs for housekeeping, home maintenance, payment processing fees for merchant fees and chargebacks, laundry expenses, housekeeping supplies, as well as fixed rent payments on certain owner contracts. |
Operations and Support | Operations and Support Operations and support costs consist primarily of compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation, for employees that support the Company's local operations teams in the field. Also included is the cost of call center customer support and the allocation of facilities and certain corporate costs. |
Technology and Development | Technology and Development Technology and development expenses consist primarily of compensation costs, which includes wages, benefits, payroll taxes, and equity-based compensation, for salaried employees and payments to contractors, net of capitalized expenses, engaged in the design, development, maintenance, and testing of the Company's platform, including the Company's websites, mobile applications, and other products. Costs qualifying for capitalization are recorded as a reduction of the Company's technology and development expenses and are capitalized as internal-use software within property and equipment on the consolidated balance sheets. These assets are depreciated over their estimated useful lives and are reported in depreciation on the Company's consolidated statements of operations. Also included within technology and development are information technology costs to support infrastructure, applications, and overall monitoring and security of networks, and other costs including for cloud, licensing, and maintenance. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of compensation costs, which includes wages, sales commissions, benefits, payroll taxes, and equity-based compensation, the Company's sales force and marketing personnel, payments to distribution partners for guest reservations, digital and mail-based advertising costs for homeowners, advertising costs for search engine marketing and other digital guest advertising, and brand marketing. The Company expenses advertising and other promotional expenditures as incurred. Advertising expenses were $34.5 million, $38.7 million, and $7.3 million, for the years ended December 31, 2022, 2021, and 2020, respectively. |
General and Administrative | General and Administrative General and administrative expenses primarily consist of personnel related compensation costs, including equity-based compensation, for administrative employees, including finance and accounting, human resources, communications, and legal, as well as general corporate and director and officer insurance. General and administrative costs also include professional services fees, including accounting, legal and consulting expenses, rent expense for corporate facilities and storage, office supplies, and travel and entertainment expenses. |
Income Taxes | Income Taxes Vacasa, Inc. is a corporation and is subject to U.S. federal as well as state income tax including the income or loss allocated from its investment in Vacasa Holdings LLC. Vacasa Holdings LLC is taxed as a partnership (including the operations of many of its subsidiaries which are limited liability companies) for which the taxable income or loss is allocated to members. Certain of the Vacasa Holdings LLC operating subsidiaries are considered taxable Corporations for U.S. or foreign income tax purposes. The Company and its taxable subsidiaries account for income taxes using the asset and liability method which requires the recognition of deferred tax amounts for the expected future tax consequences of events that have been included in the consolidated financial statements and tax carryforwards. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to the year in which the differences are expected to reverse. The deferred tax effect of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. The Company accounts for deferred taxes on investments in partnerships using an outside basis difference approach. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit for which the future realization is not more-likely-than-not based on an evaluation of all available positive and negative evidence. The tax benefit of an uncertain tax position is recognized only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date. For those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authorities. The Company recognizes future accrued interest and penalties related to unrecognized tax benefits in income tax expense and in tax related liabilities on the consolidated balance sheet. |
Foreign Currencies | Foreign Currencies The Company’s reporting currency is the U.S. dollar. Operations in the Company’s subsidiaries outside the United States ("U.S.") are recorded in the functional currency of each subsidiary which is determined by a review of the environment where each subsidiary primarily generates and expends cash. The results of operations for the Company’s foreign subsidiaries outside the U.S. are translated from functional currencies into U.S. dollars using the weighted average currency rate for the period. Assets and liabilities are translated using the period end exchange rates. The U.S. dollar effects that arise from translating the net assets of these subsidiaries are recorded in other comprehensive income (loss). |
Accounting Pronouncements Adopted in Fiscal 2022 and Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Adopted in Fiscal 2022 In February 2016, the Financial Accounting Standards Board ("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 greater than 12 months. Recognition, measurement and presentation of expenses will depend on the classification of the lease either 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), which was 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 Accounting Standards Codification ("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 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [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): Year Ended December 31, 2022 2021 2020 Vacation rental platform $ 1,142,669 $ 841,973 $ 454,476 Other services 45,281 47,085 37,284 Total $ 1,187,950 $ 889,058 $ 491,760 |
Schedule of Future Stay Credit Liability | The table below presents the activity of the Company's future stay credit liability balance (in thousands): Year Ended December 31, 2022 2021 Future stay credit liability at beginning of year $ 30,995 $ 35,140 Issuances 9,404 31,376 Acquired in business combinations 378 11,032 Redemptions (21,374) (46,433) Breakage recognized in revenue (15,993) — Foreign currency fluctuations (41) (120) Future stay credit liability at end of year $ 3,369 $ 30,995 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Consideration | The equity interests were acquired for total purchase consideration of $618.8 million which was comprised of the following (in thousands): Fair Value Cash consideration paid $ 45,000 Issuance of common units 573,800 Total purchase consideration $ 618,800 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of fair value of assets acquired and liabilities assumed in the transaction (in thousands): Amount Cash and cash equivalents $ 40,461 Restricted cash 14,444 Accounts receivable, net 3,548 Prepaid expenses and other current assets 7,614 Property and equipment 1,494 Intangible assets 107,600 Total assets acquired 175,161 Accounts payable (9,334) Funds payable to owners (24,711) Hospitality and sales taxes payable (5,748) Deferred revenue (8,097) Future stay credits (10,601) Accrued expenses and other liabilities (8,474) Other long-term liabilities (6,385) Total liabilities assumed (73,350) Net assets purchased 101,811 Goodwill 516,989 Total purchase consideration $ 618,800 |
Summary of Preliminary Identifiable Intangible Assets | The Company's identifiable intangible assets acquired consisted of the following as of the acquisition date (in thousands): Estimated Useful Life (Years) Fair Value Homeowner contracts 5 $ 102,300 Database and listings 1 3,400 Trademark, trade name, brand name 1 1,900 Total identifiable intangible assets $ 107,600 |
Schedule of Pro Forma Financial Information | Supplemental information on an unaudited pro forma basis is as follows (in thousands): Year Ended December 31, 2021 2020 Revenue $ 920,620 $ 585,848 Net loss (149,622) (136,510) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 22,317 $ 22,317 Class G Common Stock (Note 13) — — 5,077 5,077 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 37,966 $ 37,966 Class G Common Stock (Note 13) — — 61,514 61,514 |
Schedule of Fair Value Liabilities Measured on a Recurring Basis Unobservable Input Reconciliation | The following table summarizes the changes in the Company's Class G Common Stock measured and recorded at fair value on a recurring basis using significant unobservable inputs (in thousands): Year Ended December 31, 2022 2021 Balance, beginning of period $ 61,514 $ — Recognition of Class G Common Stock (1) — 75,860 Change in fair value of Class G Common Stock included in earnings (56,437) (14,346) Balance, end of period $ 5,077 $ 61,514 (1) The Class G Common Stock was initially recorded on December 6, 2021 in connection with the Reverse Recapitalization described in Note 3, Reverse Recapitalization . |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 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 December 31, Useful Lives (Years) 2022 2021 Land Indefinite $ 13,394 $ 13,394 Buildings and building improvements 12 - 35 12,471 12,665 Leasehold improvements Shorter of estimated useful life or lease term 6,528 6,426 Computer equipment 3 13,510 11,471 Furniture, fixtures, and other 2 - 10 22,096 15,900 Vehicles 2 - 8 7,975 6,457 Internal-use software 4 53,024 43,234 Total 128,998 109,547 Less: Accumulated depreciation (63,455) (42,361) Property and equipment, net $ 65,543 $ 67,186 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended |
Dec. 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 (Years) As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Homeowner contracts 4 $ 311,456 $ (101,142) $ 210,314 Databases, photos, and property listings 1 27,450 (23,661) 3,789 Trade names 1 9,942 (9,316) 626 Other (1) 2 2,903 (2,781) 122 Total intangible assets $ 351,751 $ (136,900) $ 214,851 Weighted Average Useful Life Remaining (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. |
Schedule of Company Estimated Future Amortization of Intangible Assets | The Company's estimated future amortization of intangible assets as of December 31, 2022 is expected to be as follows: Year Ending December 31: Amount 2023 $ 52,109 2024 54,209 2025 50,155 2026 28,898 2027 16,419 Thereafter 13,061 Total $ 214,851 |
Schedule of Changes in Goodwill | The following table summarizes the changes in the Company's goodwill balance (in thousands): Year Ended December 31, 2022 2021 Balance at beginning of period $ 754,506 $ 121,487 Acquisitions 69,362 632,983 Measurement period adjustments 5,738 — Impairment of goodwill (243,991) — Foreign exchange translation and other (410) 36 Balance at end of period (1) $ 585,205 $ 754,506 (1) Goodwill is net of accumulated impairment losses of $244.0 million that were recorded to the Company's single reporting unit during the fourth quarter of fiscal 2022. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost | The components of lease cost for the year ended December 31, 2022 were as follows (in thousands): Year Ended December 31, 2022 Operating lease cost $ 15,394 Variable lease cost 1,264 Short-term lease cost 7,744 Total lease cost $ 24,402 Supplemental cash flow information related to operating leases for the year ended December 31, 2022 was as follows (in thousands): Year Ended December 31, 2022 Cash paid for operating lease liabilities $ 14,825 Lease liabilities exchanged for right-of-use assets $ 5,572 |
Assets And Liabilities, Lessee | Amounts recognized in the consolidated balance sheet related to operating leases as of December 31, 2022 were as follows (in thousands): As of December 31, 2022 Assets Other long-term assets $ 29,332 Liabilities Accrued expenses and other current liabilities $ 9,490 Other long-term liabilities 21,706 Total lease liabilities $ 31,196 Other information related to operating leases as of December 31, 2022 was as follows: As of December 31, 2022 Weighted-average remaining lease term (in years) 4.4 Weighted-average discount rate 5.7 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2022 were as follows (in thousands): As of December 31, 2022 2023 $ 11,227 2024 7,879 2025 5,557 2026 3,914 2027 2,856 Thereafter 4,039 Total lease payments 35,472 Less: Interest (4,276) Total lease liabilities $ 31,196 |
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) | 12 Months Ended |
Dec. 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 December 31, 2022 2021 Employee-related accruals $ 25,110 $ 25,599 Homeowner reserves 9,837 6,365 Current portion of acquisition liabilities (1) 25,056 31,444 Current portion of operating lease liabilities 9,490 — Other 16,340 8,425 Total accrued expenses and other current liabilities $ 85,833 $ 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) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt Obligations | The Company's debt obligations consisted of the following (in thousands): As of December 31, 2022 2021 Insurance premium financing $ 4,498 $ — Other long-term debt 375 637 Total debt 4,873 637 Less: current maturities (1) (4,748) (125) Long-term portion $ 125 $ 512 (1) Current maturities of debt are recorded within accrued expenses and other current liabilities on the consolidated balance sheets. |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 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 December 31, 2022 2021 Class G Common Stock (Note 13) $ 5,077 $ 61,514 Long-term portion of acquisition liabilities (1) 16,226 33,301 Long-term portion of operating lease liabilities 21,706 — Other 11,978 17,308 Total other long-term liabilities $ 54,987 $ 112,123 (1) The long-term portion of acquisition liabilities includes contingent consideration and deferred payments to sellers due after one year. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For financial reporting purposes, the domestic and foreign components of losses before income taxes were as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ (326,328) $ (145,346) $ (83,232) Foreign (4,799) (8,461) (9,421) Total $ (331,127) $ (153,807) $ (92,653) |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal U.S. $ 1,509 $ (14) $ 14 State and local 1,122 889 110 Foreign 473 (36) 117 Total current provision for income taxes 3,104 839 241 Deferred and other: Federal U.S. (763) — — State and local (254) — (223) Foreign (1,065) (55) (333) Total deferred benefit for income taxes (2,082) (55) (556) Total income tax expense (benefit) $ 1,022 $ 784 $ (315) |
Schedule of Effective Income Tax Rate | The effective income tax rate for the years ended December 31 varies from the U.S. statutory federal income tax rate as follows: Year Ended December 31, 2022 2021 2020 Income tax expense (benefit) at federal statutory rate 21 % 21 % 21 % Increase (decrease) in tax rate resulting from: Effect of flow-through entity — % (17) % (21) % Noncontrolling Interest (9) % (2) % — % Fair Value Adjustment for Class G Common Stock — % 2 % — % Valuation Allowance (12) % (2) % — % Other — % (2) % — % Income tax expense (benefit) — % — % — % |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax assets and liabilities were as follows (in thousands): Year Ended December 31, 2022 2021 Deferred Tax Assets ("DTA"): Net operating loss and tax credit carryforwards $ 55,179 $ 37,000 Reserves and accruals not currently deductible for tax purposes 42 14 Goodwill and other intangibles - DTA — — ASC 718 Adjustment 6,817 — Property, plant, and equipment 121 1 Investment in Vacasa Holdings, LLC 20,672 283 Investment in Subsidiaries 140 61 Intangibles 3,004 803 Other - DTA 1,703 312 Gross deferred tax assets 87,678 38,474 Less: valuation allowance (86,451) (38,376) Total deferred tax assets $ 1,227 $ 98 Deferred Tax Liabilities ("DTL"): Property, plant and equipment (14) (72) Goodwill and other intangibles - DTL — (1,157) Other - DTL (197) (4) Total deferred tax liabilities $ (211) $ (1,233) Net deferred tax asset (liability) (1) $ 1,016 $ (1,135) (1) Net deferred tax assets are recorded within other long-term assets on the consolidated balance sheets. Net deferred tax liabilities are recorded primarily within other long-term liabilities on the consolidated balance sheets. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Equity-based Award Activities | A summary of the 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 7,998 5.49 Vested (1) (1,425) 6.68 Forfeited (1) (1,192) 6.41 Outstanding as of December 31, 2022 5,381 4.96 (1) In connection with his departure as Chief Executive Officer, Matt Roberts received accelerated vesting of 280,200 of his RSUs. The remaining 217,933 of his unvested RSUs were forfeited. A summary of the PSU activity was as follows during the period indicated: Performance Stock Units Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 3,596 2.72 Vested (1) (405) 2.33 Forfeited (1) (1,078) 2.53 Outstanding as of December 31, 2022 2,113 2.90 (1) In connection with his departure as Chief Executive Officer, Matt Roberts received accelerated vesting of 404,732 of his PSUs. The remaining 840,598 of his unvested PSUs were forfeited. A summary of the SARs activity was as follows during the period indicated: Stock Appreciation Rights Weighted Average Exercise Price Outstanding as of January 1, 2021 — $ — Effect of Reverse Recapitalization 5,028 2.95 Forfeited (14) 3.56 Outstanding as of December 31, 2021 5,014 2.95 Exercised (2,758) 2.68 Forfeited (515) 4.06 Outstanding as of December 31, 2022 1,741 3.06 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 January 1, 2021 — $ — Effect of Reverse Recapitalization 5,553 0.93 Forfeited (92) 1.64 Outstanding as of December 31, 2021 5,461 0.91 Exercised (472) 0.45 Forfeited (292) 1.60 Outstanding as of December 31, 2022 4,697 0.92 |
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 Balance as of December 31, 2020 6,074 $ 0.93 Granted 2,931 6.41 Vested in connection with Reverse Recapitalization (3,693) 0.76 Unvested balance as of Reverse Recapitalization 5,312 4.10 Vested after Reverse Recapitalization (358) 0.69 Forfeited or cancelled — — Unvested outstanding as of December 31, 2021 4,954 $ 4.34 Vested (2,280) 4.05 Forfeited (654) 1.48 Unvested outstanding as of December 31, 2022 2,020 5.60 |
Schedule of Equity Based Compensation Expense | The Company recorded equity-based compensation expense for the periods presented in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,025 $ 113 $ — Operations and support 5,931 2,574 252 Technology and development 5,733 3,032 641 Sales and marketing 5,554 8,270 372 General and administrative 15,927 12,989 2,084 Total equity-based compensation expense $ 34,170 $ 26,978 $ 3,349 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 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 share of Class A Common Stock for the year ended December 31, 2022 and for the period December 6, 2021 through December 31, 2021 (in thousands, except per share data): Year Ended December 31, December 6 - December 31, 2022 2021 Net loss attributable to Class A Common Stockholders for basic and diluted net loss per share $ (177,898) $ (12,697) Weighted-average shares for basic and diluted loss per share (1) 223,423 214,794 Basic and Diluted loss per share of Class A Common Stock $ (0.80) $ (0.06) (1) Basic and diluted weighted-average shares outstanding include restricted stock units that have vested but whose settlement into shares of Class A 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 net income (loss) per share of Class A Common Stock 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): Year Ended December 31, 2022 OpCo units (1) 197,445 Restricted stock units 5,381 Performance stock units (2) 2,113 Stock appreciation rights 1,741 Stock options 4,697 Employee equity units 2,020 Employee stock purchase plan 3,499 Class G Common Stock 8,227 Common shares excluded from calculation of diluted net income (loss) per share 225,123 (1) These securities are neither dilutive or anti-dilutive for the period presented as their assumed redemption for shares of Class A Common Stock would cause a proportionate increase to Net income (loss) attributable to Class A Common Stockholders, diluted. (2) PSUs are contingently issuable upon the satisfaction of certain market conditions. As of December 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_4
Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 03, 2020 USD ($) shares | May 21, 2020 USD ($) | May 31, 2020 position | Dec. 31, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) segment unit shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | |
Class of Stock [Line Items] | ||||||||||
Restructuring costs | $ 1,800 | |||||||||
Number of reportable segments | segment | 1 | |||||||||
Allowance for doubtful accounts | $ 11,200 | $ 11,200 | $ 11,200 | $ 11,600 | ||||||
Credit loss expense | 5,409 | 4,689 | 6,403 | |||||||
Contingent consideration | 22,300 | 22,300 | 22,300 | 38,000 | ||||||
Deferred payment to seller balances | 19,000 | 19,000 | $ 19,000 | 26,800 | ||||||
Number of reporting units | unit | 1 | |||||||||
Impairment of goodwill | 244,000 | $ 243,991 | 0 | 0 | ||||||
Revenue recognized from related parties | 1,600 | 1,600 | 1,100 | |||||||
Breakage recognized in revenue | 15,993 | 0 | ||||||||
Expirations | $ 11,100 | 4,900 | ||||||||
Capitalized contract costs | 26,400 | 26,400 | 26,400 | 12,000 | ||||||
Amortization on contract costs | 5,500 | 4,000 | 3,100 | |||||||
Advertising expenses | $ 34,500 | 38,700 | 7,300 | |||||||
Percentage of net cash savings | 85% | |||||||||
Other long-term assets | 29,332 | 29,332 | $ 29,332 | |||||||
Total lease liabilities | 31,196 | 31,196 | $ 31,196 | |||||||
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 | |||||||||
Series C-1 Redeemable Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of redeemable convertible preferred units (in shares) | shares | 270,387 | |||||||||
Issuance of redeemable convertible preferred units, net of issuance costs | $ 500 | |||||||||
Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Estimated economic life | 1 year | |||||||||
Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Estimated economic life | 10 years | |||||||||
Cost of Sales | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restructuring costs | 300 | |||||||||
Selling, General and Administrative Expenses | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restructuring costs | 1,400 | |||||||||
Operations and Support Costs | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restructuring costs | 200 | |||||||||
Employee Severance | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restructuring costs | 1,300 | |||||||||
Contract Termination | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restructuring costs | 500 | |||||||||
COVID-19 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from senior secured convertible notes | $ 108,100 | |||||||||
Social security taxes, current | $ 0 | $ 0 | $ 0 | 3,800 | ||||||
Proceeds from wage subsidy | $ 200 | $ 2,200 | 1,700 | |||||||
COVID-19 | Employee Severance | ||||||||||
Class of Stock [Line Items] | ||||||||||
Severance costs | 5,000 | |||||||||
COVID-19 | Employee Severance | Operations and support | ||||||||||
Class of Stock [Line Items] | ||||||||||
Severance costs | 1,500 | |||||||||
COVID-19 | Employee Severance | Sales and marketing | ||||||||||
Class of Stock [Line Items] | ||||||||||
Severance costs | 1,200 | |||||||||
COVID-19 | Employee Severance | General and administrative | ||||||||||
Class of Stock [Line Items] | ||||||||||
Severance costs | 1,100 | |||||||||
COVID-19 | Employee Severance | Technology and development | ||||||||||
Class of Stock [Line Items] | ||||||||||
Severance costs | 1,000 | |||||||||
COVID-19 | Employee Severance | Cost of Sales | ||||||||||
Class of Stock [Line Items] | ||||||||||
Severance costs | $ 200 | |||||||||
COVID-19 | North America | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of positions eliminated | position | 850 | |||||||||
Vacasa Holdings LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock outstanding (in shares) | shares | 236,390,230 | 236,390,230 | 236,390,230 | |||||||
Ownership interest | 54.50% | 54.50% | 54.50% | |||||||
Percent of redeemable noncontrolling interest | 45.50% | 45.50% | 45.50% |
Significant Accounting Polici_5
Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | $ 1,187,950 | $ 889,058 | $ 491,760 |
Vacation rental platform | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | 1,142,669 | 841,973 | 454,476 |
Other services | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | $ 45,281 | $ 47,085 | $ 37,284 |
Significant Accounting Polici_6
Significant Accounting Policies - Future Stay Credit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Future Stay Credit [Roll Forward] | ||
Beginning balance | $ 30,995 | $ 35,140 |
Issuances | 9,404 | 31,376 |
Acquired in business combinations | 378 | 11,032 |
Redemptions | (21,374) | (46,433) |
Breakage recognized in revenue | (15,993) | 0 |
Foreign currency fluctuations | (41) | (120) |
Ending balance | $ 3,369 | $ 30,995 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) $ / shares in Units, $ in Thousands | 11 Months Ended | 12 Months Ended | |||
Dec. 05, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 06, 2021 $ / shares shares | |
Reverse Recapitalization [Line Items] | |||||
Conversion ratio | 1 | ||||
Percentage of net cash savings | 85% | ||||
Proceeds from reverse recapitalization, net | $ | $ 302,600 | $ 0 | $ 302,638 | $ 0 | |
Cash proceeds | $ | 144,000 | ||||
PIPE financing | $ | 77,500 | ||||
FPA financing | $ | 122,500 | ||||
Proceeds from fees related to reverse recapitalization | $ | 41,400 | ||||
Payments of Reverse Recapitalization costs | $ | $ 7,900 | $ 459 | 7,937 | $ 0 | |
Percent of combined voting rights | 90.80% | ||||
Percent of consolidated net income (loss) | 0.497 | ||||
Transaction cost | $ | 700 | ||||
Reduction to additional paid-In capital | $ | $ 8,400 | ||||
Class A Ordinary Shares | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock par value (in usd per share) | $ / shares | $ 0.0001 | ||||
Class A Common Stock | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock outstanding (in shares) | 236,390,230 | 214,793,795 | 214,793,795 | ||
Effects of Reverse Recapitalization, net (in shares) | 175,598,739 | ||||
Percent of combined voting rights | 50.30% | ||||
Percent of economic interest | 1 | ||||
Class A Common Stock | Blocker Holders | |||||
Reverse Recapitalization [Line Items] | |||||
Shares issued in transaction (in shares) | 173,898,818 | ||||
Class A Common Stock | Existing VH Holders | |||||
Reverse Recapitalization [Line Items] | |||||
Shares issued in transaction (in shares) | 1,699,921 | ||||
Class A Common Stock | PIPE Investors | |||||
Reverse Recapitalization [Line Items] | |||||
Shares issued in transaction (in shares) | 8,157,896 | ||||
Class A Common Stock | FPA Investors | |||||
Reverse Recapitalization [Line Items] | |||||
Shares issued in transaction (in shares) | 12,763,688 | ||||
Class F Ordinary Shares | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock par value (in usd per share) | $ / shares | $ 0.0001 | ||||
Class F Common Stock | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock par value (in usd per share) | $ / shares | 0.00001 | ||||
Class G Ordinary Shares | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock par value (in usd per share) | $ / shares | 0.0001 | ||||
Class G Common Stock | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Conversion ratio | 1 | ||||
Common stock outstanding (in shares) | 6,333,333 | ||||
Effects of Reverse Recapitalization, net (in shares) | 6,333,333 | ||||
Conversion of stock (in shares) | 8,226,848 | ||||
Class B Common Stock | |||||
Reverse Recapitalization [Line Items] | |||||
Common stock par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Conversion ratio | 1 | ||||
Common stock outstanding (in shares) | 197,445,231 | 212,751,977 | |||
Effects of Reverse Recapitalization, net (in shares) | 212,393,793 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Apr. 01, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) segment | |
Business Acquisition [Line Items] | ||||
Cash paid | $ 89,544 | $ 103,393 | $ 3,519 | |
Goodwill | 585,205 | 754,506 | $ 121,487 | |
Goodwill period adjustment | $ 5,738 | $ 0 | ||
Other Transactions | ||||
Business Acquisition [Line Items] | ||||
Number of separate portfolio transactions accounted as business combinations | segment | 32 | 29 | 18 | |
Total purchase consideration | $ 104,500 | $ 175,700 | $ 7,500 | |
Cash paid | 87,400 | 107,800 | 2,700 | |
Contingent consideration | 12,500 | 42,200 | 3,600 | |
Deferred payments to sellers | 4,600 | 25,700 | 1,200 | |
Goodwill | 69,400 | 123,500 | 5,500 | |
Intangible assets | 59,000 | 75,700 | $ 5,300 | |
Accounts receivable, net | 55,300 | 75,000 | ||
Deferred liabilities | 74,000 | $ 103,200 | ||
Accounts payable | $ 6,900 | |||
Other Transactions | Homeowner contracts | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life | 5 years | 4 years | ||
Other Transactions | Homeowner contracts | Minimum | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life | 4 years | |||
Other Transactions | Homeowner contracts | Maximum | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life | 5 years | |||
TurnKey Acquisition | ||||
Business Acquisition [Line Items] | ||||
Goodwill period adjustment | $ 5,700 | |||
Increase to intangible assets | 1,300 | |||
Measurement period adjustments, increase to liabilities for advanced deposits received | $ 8,700 | |||
TurnKey | ||||
Business Acquisition [Line Items] | ||||
Total purchase consideration | $ 618,800 | |||
Goodwill | 516,989 | |||
Intangible assets | 107,600 | |||
Accounts receivable, net | 3,548 | |||
Deferred liabilities | 8,097 | |||
Accounts payable | 9,334 | |||
Business acquisition costs | $ 7,700 | |||
TurnKey | Homeowner contracts | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 102,300 | |||
Weighted average useful life | 5 years |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - TurnKey $ in Thousands | Apr. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash consideration paid | $ 45,000 |
Issuance of common units | 573,800 |
Total purchase consideration | $ 618,800 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2020 |
Fair value of assets acquired and liabilities assumed | ||||
Goodwill | $ 585,205 | $ 754,506 | $ 121,487 | |
TurnKey | ||||
Fair value of assets acquired and liabilities assumed | ||||
Cash and cash equivalents | $ 40,461 | |||
Restricted cash | 14,444 | |||
Accounts receivable, net | 3,548 | |||
Prepaid expenses and other current assets | 7,614 | |||
Property and equipment | 1,494 | |||
Intangible assets | 107,600 | |||
Total assets acquired | 175,161 | |||
Accounts payable | (9,334) | |||
Funds payable to owners | (24,711) | |||
Hospitality and sales taxes payable | (5,748) | |||
Deferred revenue | (8,097) | |||
Future stay credits | (10,601) | |||
Accrued expenses and other liabilities | (8,474) | |||
Other long-term liabilities | (6,385) | |||
Total liabilities assumed | (73,350) | |||
Net assets purchased | 101,811 | |||
Goodwill | 516,989 | |||
Total purchase consideration | $ 618,800 |
Acquisitions - Identifiable Int
Acquisitions - Identifiable Intangible Assets Acquired (Details) - TurnKey $ in Thousands | Apr. 01, 2021 USD ($) |
Identifiable intangible assets acquired | |
Intangible assets | $ 107,600 |
Homeowner contracts | |
Identifiable intangible assets acquired | |
Estimated Useful Life (Years) | 5 years |
Intangible assets | $ 102,300 |
Database and listings | |
Identifiable intangible assets acquired | |
Estimated Useful Life (Years) | 1 year |
Intangible assets | $ 3,400 |
Trademark, trade name, brand name | |
Identifiable intangible assets acquired | |
Estimated Useful Life (Years) | 1 year |
Intangible assets | $ 1,900 |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Basis (Details) - TurnKey - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 920,620 | $ 585,848 |
Net loss | $ (149,622) | $ (136,510) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Contingent consideration | $ 22,300 | $ 38,000 |
Fair Value, Recurring | ||
Liabilities | ||
Contingent consideration | 22,317 | 37,966 |
Class G Common Stock (Note 13) | 5,077 | 61,514 |
Fair Value, Recurring | Level 1 | ||
Liabilities | ||
Contingent consideration | 0 | 0 |
Class G Common Stock (Note 13) | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Liabilities | ||
Contingent consideration | 0 | 0 |
Class G Common Stock (Note 13) | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Liabilities | ||
Contingent consideration | 22,317 | 37,966 |
Class G Common Stock (Note 13) | $ 5,077 | $ 61,514 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag | Change in fair value of Class G Common Stock included in earnings | |
Series G Preferred Stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 61,514 | $ 0 |
Recognition of Class G Common Stock | 0 | 75,860 |
Change in fair value of Class G Common Stock included in earnings | (56,437) | (14,346) |
Balance, end of period | $ 5,077 | $ 61,514 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Impairment of goodwill | $ 244,000 | $ 243,991 | $ 0 | $ 0 |
Warrant | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of warrant | $ 11,500 | $ 6,600 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 128,998 | $ 109,547 |
Less: Accumulated depreciation | (63,455) | (42,361) |
Property and equipment, net | 65,543 | 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 | $ 12,471 | 12,665 |
Buildings and building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 12 years | |
Buildings and building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 35 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,528 | 6,426 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 3 years | |
Property, plant and equipment, gross | $ 13,510 | 11,471 |
Furniture, fixtures, and other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 22,096 | 15,900 |
Furniture, fixtures, and other | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 2 years | |
Furniture, fixtures, and other | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 10 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,975 | 6,457 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 2 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 8 years | |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (Years) | 4 years | |
Property, plant and equipment, gross | $ 53,024 | $ 43,234 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 351,751 | $ 291,948 |
Accumulated Amortization | (136,900) | (75,449) |
Total | $ 214,851 | $ 216,499 |
Homeowner contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life Remaining (Years) | 4 years | 5 years |
Gross Carrying Amount | $ 311,456 | $ 253,359 |
Accumulated Amortization | (101,142) | (48,669) |
Total | $ 210,314 | $ 204,690 |
Databases, photos, and property listings | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life Remaining (Years) | 1 year | 1 year |
Gross Carrying Amount | $ 27,450 | $ 25,659 |
Accumulated Amortization | (23,661) | (15,953) |
Total | $ 3,789 | $ 9,706 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life Remaining (Years) | 1 year | 1 year |
Gross Carrying Amount | $ 9,942 | $ 9,908 |
Accumulated Amortization | (9,316) | (8,370) |
Total | $ 626 | $ 1,538 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life Remaining (Years) | 2 years | 4 years |
Gross Carrying Amount | $ 2,903 | $ 3,022 |
Accumulated Amortization | (2,781) | (2,457) |
Total | $ 122 | $ 565 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 52,109 | |
2024 | 54,209 | |
2025 | 50,155 | |
2026 | 28,898 | |
2027 | 16,419 | |
Thereafter | 13,061 | |
Total | $ 214,851 | $ 216,499 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Balance at beginning of period | $ 754,506 | $ 121,487 | ||
Acquisitions | 69,362 | 632,983 | ||
Measurement period adjustments | 5,738 | 0 | ||
Impairment of goodwill | $ (244,000) | (243,991) | 0 | $ 0 |
Foreign exchange translation and other | (410) | 36 | ||
Balance at end of period | 585,205 | 585,205 | $ 754,506 | $ 121,487 |
Accumulated impairment to goodwill | $ 244,000 | $ 244,000 |
Intangible Assets, Net and Go_6
Intangible Assets, Net and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment of goodwill | $ 244,000 | $ 243,991 | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 15,394 | |
Rent expense | $ 27,100 | |
Cost of revenue | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 4,600 | |
Rent expense | 5,800 | |
Operations and support | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | 13,700 | |
Rent expense | 15,200 | |
General and administrative | ||
Operating Leased Assets [Line Items] | ||
Operating lease cost | $ 6,100 | |
Rent expense | $ 6,100 | |
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 | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 15,394 |
Variable lease cost | 1,264 |
Short-term lease cost | 7,744 |
Total lease cost | $ 24,402 |
Leases - Operating Leases Recog
Leases - Operating Leases Recognized in the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 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 | $ 29,332 | |
Liabilities | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |
Current portion of operating lease liabilities | $ 9,490 | $ 0 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | |
Other long-term liabilities | $ 21,706 | |
Total lease liabilities | $ 31,196 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 11,227 |
2024 | 7,879 |
2025 | 5,557 |
2026 | 3,914 |
2027 | 2,856 |
Thereafter | 4,039 |
Total lease payments | 35,472 |
Less: Interest | (4,276) |
Total lease liabilities | $ 31,196 |
Leases - Operating Leases (Deta
Leases - Operating Leases (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
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) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 4 years 4 months 24 days |
Weighted-average discount rate | 5.70% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 14,825 |
Lease liabilities exchanged for right-of-use assets | $ 5,572 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Employee-related accruals | $ 25,110 | $ 25,599 |
Homeowner reserves | 9,837 | 6,365 |
Current portion of acquisition liabilities | 25,056 | 31,444 |
Current portion of operating lease liabilities | 9,490 | 0 |
Other | 16,340 | 8,425 |
Total accrued expenses and other current liabilities | $ 85,833 | $ 71,833 |
Debt - Long-Term Debt Obligatio
Debt - Long-Term Debt Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 4,873 | $ 637 |
Total debt | 4,873 | 637 |
Less: current maturities | (4,748) | (125) |
Long-term portion | 125 | 512 |
Insurance Premium Financing | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,498 | 0 |
Total debt | 4,498 | 0 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | 375 | 637 |
Total debt | $ 375 | $ 637 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Dec. 06, 2021 | May 21, 2020 | Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding, amount | $ 20,000 | ||||||||
Percent of outstanding revolving commitments | 35% | ||||||||
Liquidity required | $ 15,000 | ||||||||
Proceeds from issuance of long-term debt | $ 0 | $ 0 | $ 115,931 | ||||||
COVID-19 | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from senior secured convertible notes | $ 108,100 | ||||||||
D-1 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of long-term debt | $ 105,900 | ||||||||
Interest expense | 19,600 | ||||||||
Interest rate | 3% | 3% | |||||||
PIK interest | 7% | ||||||||
D-1 Convertible Notes | Series D-1 Preferred Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Converted preferred stock (in shares) | 140,392,925 | ||||||||
Paycheck Protection Program | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 6,400 | $ 10,000 | |||||||
Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 105,000 | ||||||||
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% | ||||||||
Revolving credit facility | LIBOR Rate | Eurocurrency Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on variable interest rate | 2.50% | ||||||||
Revolving credit facility | LIBOR Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on variable interest rate | 1% | ||||||||
Revolving credit facility | LIBOR Rate | Minimum | Eurocurrency Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Spread on variable interest rate | 0% | ||||||||
Letter of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 40,000 | ||||||||
Current borrowing capacity | $ 23,400 | $ 23,400 | |||||||
Available borrowing capacity | 81,600 | 81,600 | |||||||
Insurance Premium Financing | |||||||||
Debt Instrument [Line Items] | |||||||||
Short-term agreements to finance insurance premiums | 4,800 | ||||||||
Insurance premium financing | $ 4,500 | $ 4,500 | |||||||
Weighted-average annual percentage rate | 5.46% | 5.46% |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Class G Common Stock (Note 13) | $ 5,077 | $ 61,514 |
Long-term portion of acquisition liabilities | 16,226 | 33,301 |
Long-term portion of operating lease liabilities | 21,706 | 0 |
Other | 11,978 | 17,308 |
Total other long-term liabilities | $ 54,987 | $ 112,123 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Losses Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (326,328) | $ (145,346) | $ (83,232) |
Foreign | (4,799) | (8,461) | (9,421) |
Loss before income taxes | $ (331,127) | $ (153,807) | $ (92,653) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal U.S. | $ 1,509 | $ (14) | $ 14 |
State and local | 1,122 | 889 | 110 |
Foreign | 473 | (36) | 117 |
Total current provision for income taxes | 3,104 | 839 | 241 |
Deferred and other: | |||
Federal U.S. | (763) | 0 | 0 |
State and local | (254) | 0 | (223) |
Foreign | (1,065) | (55) | (333) |
Total deferred benefit for income taxes | (2,082) | (55) | (556) |
Total income tax expense (benefit) | $ 1,022 | $ 784 | $ (315) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at federal statutory rate | 21% | 21% | 21% |
Effect of flow-through entity | 0% | (17.00%) | (21.00%) |
Noncontrolling Interest | (9.00%) | (2.00%) | 0% |
Fair Value Adjustment for Class G Common Stock | 0 | 0.02 | 0 |
Valuation Allowance | (12.00%) | (2.00%) | 0% |
Other | 0% | (2.00%) | 0% |
Income tax expense (benefit) | 0% | 0% | 0% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets ("DTA"): | ||
Net operating loss and tax credit carryforwards | $ 55,179 | $ 37,000 |
Reserves and accruals not currently deductible for tax purposes | 42 | 14 |
Goodwill and other intangibles - DTA | 0 | 0 |
ASC 718 Adjustment | 6,817 | 0 |
Property, plant, and equipment | 121 | 1 |
Investment in Vacasa Holdings, LLC | 20,672 | 283 |
Investment in Subsidiaries | 140 | 61 |
Intangibles | 3,004 | 803 |
Other - DTA | 1,703 | 312 |
Gross deferred tax assets | 87,678 | 38,474 |
Less: valuation allowance | (86,451) | (38,376) |
Total deferred tax assets | 1,227 | 98 |
Deferred Tax Liabilities ("DTL"): | ||
Property, plant and equipment | (14) | (72) |
Goodwill and other intangibles - DTL | 0 | (1,157) |
Other - DTL | (197) | (4) |
Total deferred tax liabilities | (211) | (1,233) |
Net deferred tax asset | $ 1,016 | |
Net deferred tax liability | $ (1,135) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Change in valuation allowance | $ 48.1 | $ 36.7 |
Income tax benefit | 40.1 | $ 3.6 |
Operating loss carryforwards for domestic operations | 217.1 | |
Net operating loss carryforward subject to expire | $ 9.8 |
Equity - Additional Information
Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) d $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 06, 2021 $ / shares shares | |
Temporary Equity [Line Items] | ||||
Preferred stock authorized (in shares) | 30,000,000 | |||
Preferred stock par value (in usd per share) | $ / shares | $ 0.00001 | |||
Preferred stock issued (in shares) | 0 | |||
Preferred stock outstanding (in shares) | 0 | |||
Threshold trading days | d | 20 | |||
Threshold consecutive trading days | d | 30 | |||
Adjustment to re-measurement of redeemable convertible preferred units | $ | $ 0 | $ 426,101 | $ 202,433 | |
Vacasa Holdings LLC | ||||
Temporary Equity [Line Items] | ||||
Common stock outstanding (in shares) | 236,390,230 | |||
Ownership interest | 54.50% | |||
Percent of redeemable noncontrolling interest | 45.50% | |||
Class A Common Stock | ||||
Temporary Equity [Line Items] | ||||
Common stock authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||
Common stock par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock outstanding (in shares) | 236,390,230 | 214,793,795 | 214,793,795 | |
Class B Common Stock | ||||
Temporary Equity [Line Items] | ||||
Common stock authorized (in shares) | 487,276,085 | 487,276,085 | ||
Common stock par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock outstanding (in shares) | 197,445,231 | 212,751,977 | ||
Class G Common Stock | ||||
Temporary Equity [Line Items] | ||||
Common stock authorized (in shares) | 30,000,000 | |||
Common stock par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||
Common stock outstanding (in shares) | 6,333,333 | |||
Class G Common Stock | Share-based Payment Arrangement, Tranche One | ||||
Temporary Equity [Line Items] | ||||
Conversion price (in usd per share) | $ / shares | $ 12.50 | |||
Converted shares issued (in shares) | 2,419,662 | |||
Class G Common Stock | Share-based Payment Arrangement, Tranche Two | ||||
Temporary Equity [Line Items] | ||||
Conversion price (in usd per share) | $ / shares | $ 15 | |||
Converted shares issued (in shares) | 2,722,118 | |||
Class G Common Stock | Share-based Payment Arrangement, Tranche Three | ||||
Temporary Equity [Line Items] | ||||
Conversion price (in usd per share) | $ / shares | $ 17.50 | |||
Converted shares issued (in shares) | 3,085,068 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjustment to re-measurement of redeemable convertible preferred units | $ 0 | $ 426,101 | $ 202,433 | |
Remeasure of common unit warrants | $ 11,500 | |||
Stock Appreciation Rights And Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense recognized after reverse recapitalization | $ 18,400 | |||
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee stock purchase plan, maximum employee subscription rate | 15% | |||
Employee stock purchase plan, purchase price of common stock | 85% | |||
Offering period | 1 year | |||
Purchase period | 6 months | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Effect of Reverse Recapitalization (in shares) | 5,553,275 | 5,553,000 | ||
Total unrecognized equity-based compensation expense | $ 300 | |||
Weighted average period of recognition | 1 year 7 months 6 days | |||
Aggregate intrinsic value of stock options exercised | $ 1,500 | |||
Intrinsic value | $ 2,300 | |||
Weighted average remaining contractual term (in years) | 5 years 4 months 24 days | |||
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 | 3 years 2 months 12 days | |||
Performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized equity-based compensation expense | $ 5,300 | |||
Weighted average period of recognition | 2 years 9 months 18 days | |||
Performance stock units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of stock issued to holder | 200% | |||
Performance stock units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of stock issued to holder | 0% | |||
Stock appreciation rights | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Effect of Reverse Recapitalization (in shares) | 5,028,000 | |||
Total unrecognized equity-based compensation expense | $ 600 | |||
Weighted average period of recognition | 1 year 1 month 6 days | |||
Aggregate intrinsic value of stock options exercised | $ 5,400 | |||
Intrinsic value | $ 0 | |||
Weighted average remaining contractual term (in years) | 6 years 3 months 18 days | |||
Employee equity units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total unrecognized equity-based compensation expense | $ 11,000 | |||
Weighted average period of recognition | 2 years 2 months 12 days | |||
Period for service-based vesting condition | 4 years | |||
Awards term | 3 years | |||
Employee equity units | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards vesting percentage | 25% | |||
Employee equity units | Share-based Payment Arrangement, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards vesting percentage | 2% | |||
Class A Common Stock | Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common units reserved for issuance (in shares) | 7,946,327 | |||
Shares of common stock outstanding on the last day of the preceding fiscal year | 1% | |||
Additional percentage of shares of common stock outstanding on the last day of the preceding fiscal year | 2% | |||
Shares purchased (in shares) | 915,464 | |||
Shares purchased (in usd per share) | $ 1.33 | |||
Class A Common Stock | Employee stock purchase plan | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares reserved for issuance (in shares) | 133,808 | |||
2021 Plan | Incentive Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of voting stock | 10% | |||
Vesting period | 5 years | |||
2021 Plan | Stock Appreciation Rights And Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 10 years | |||
2021 Plan | Stock Appreciation Rights And Options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2021 Plan | Stock Appreciation Rights And Options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
2021 Plan | Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted percentage | 100% | |||
Common units reserved for issuance (in shares) | 13,613,239 | |||
Shares of common stock outstanding on the last day of the preceding fiscal year | 3% | |||
Additional percentage of shares of common stock outstanding on the last day of the preceding fiscal year | 5% | |||
2021 Plan | Class A Common Stock | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares reserved for issuance (in shares) | 334,520 | |||
2021 Plan | Class A Common Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 25,000,000 | |||
2021 Plan | Class A Common Stock | Incentive Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted percentage | 110% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Employee Equity Units (Details) - $ / shares | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 06, 2021 | |
Restricted stock units | |||||
Number of units: | |||||
Outstanding balance at the beginning (in shares) | 0 | ||||
Granted (in shares) | 7,998,000 | ||||
Vested (in shares) | (1,425,000) | ||||
Unvested balance as of Reverse Recapitalization (in shares) | 0 | 5,381,000 | 0 | ||
Forfeited (in shares) | (1,192,000) | ||||
Outstandng balance as the ending (in shares) | 0 | 5,381,000 | 0 | ||
Weighted-Average Grant Date Fair Value | |||||
Outstanding balance at the beginning (in usd per share) | $ 0 | ||||
Granted (in usd per share) | 5.49 | ||||
Vested (in usd per share) | 6.68 | ||||
Unvested balance as of Reverse Recapitalization (in usd per share) | $ 0 | 4.96 | $ 0 | ||
Forfeited (in usd per share) | 6.41 | ||||
Outstanding balance as the ending (in usd per share) | $ 0 | $ 4.96 | $ 0 | ||
Restricted stock units | Chief Executive Officer | |||||
Number of units: | |||||
Vested (in shares) | (280,200) | ||||
Forfeited (in shares) | (217,933) | ||||
Performance stock units | |||||
Number of units: | |||||
Outstanding balance at the beginning (in shares) | 0 | ||||
Granted (in shares) | 3,596,000 | ||||
Vested (in shares) | (405,000) | ||||
Unvested balance as of Reverse Recapitalization (in shares) | 0 | 2,113,000 | 0 | ||
Forfeited (in shares) | (1,078,000) | ||||
Outstandng balance as the ending (in shares) | 0 | 2,113,000 | 0 | ||
Weighted-Average Grant Date Fair Value | |||||
Outstanding balance at the beginning (in usd per share) | $ 0 | ||||
Granted (in usd per share) | 2.72 | ||||
Vested (in usd per share) | 2.33 | ||||
Unvested balance as of Reverse Recapitalization (in usd per share) | $ 0 | 2.90 | $ 0 | ||
Forfeited (in usd per share) | 2.53 | ||||
Outstanding balance as the ending (in usd per share) | $ 0 | $ 2.90 | $ 0 | ||
Performance stock units | Chief Executive Officer | |||||
Number of units: | |||||
Vested (in shares) | (404,732) | ||||
Forfeited (in shares) | (840,598) | ||||
Employee equity units | |||||
Number of units: | |||||
Outstanding balance at the beginning (in shares) | 6,074,000 | 4,954,000 | 6,074,000 | ||
Granted (in shares) | 2,931,000 | ||||
Vested (in shares) | (358,000) | (3,693,000) | (2,280,000) | ||
Unvested balance as of Reverse Recapitalization (in shares) | 4,954,000 | 2,020,000 | 4,954,000 | 5,312,000 | |
Forfeited (in shares) | (654,000) | 0 | |||
Outstandng balance as the ending (in shares) | 4,954,000 | 2,020,000 | 4,954,000 | ||
Weighted-Average Grant Date Fair Value | |||||
Outstanding balance at the beginning (in usd per share) | $ 0.93 | $ 4.34 | $ 0.93 | ||
Granted (in usd per share) | 6.41 | ||||
Vested (in usd per share) | $ 0.69 | $ 0.76 | 4.05 | ||
Unvested balance as of Reverse Recapitalization (in usd per share) | 4.34 | 5.60 | 4.34 | $ 4.10 | |
Forfeited (in usd per share) | 1.48 | 0 | |||
Outstanding balance as the ending (in usd per share) | $ 4.34 | $ 5.60 | $ 4.34 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of SARs and Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock appreciation rights | ||
Number of units | ||
Beginning balance (in shares) | 5,014,000 | 0 |
Effect of Reverse Recapitalization (in shares) | 5,028,000 | |
Exercise of equity-based option (in shares) | (2,758,000) | |
Forfeited (in shares) | (515,000) | (14,000) |
Ending balance (in shares) | 1,741,000 | 5,014,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Beginning balance (in usd per share) | $ 2.95 | $ 0 |
Effect of Reverse Recapitalization (in usd per shares) | 2.95 | |
Exercised (in usd per shares) | 2.68 | |
Forfeited (in usd per share) | 4.06 | 3.56 |
Ending balance (in usd per share) | $ 3.06 | $ 2.95 |
Stock options | ||
Number of units | ||
Beginning balance (in shares) | 5,461,000 | 0 |
Effect of Reverse Recapitalization (in shares) | 5,553,275 | 5,553,000 |
Exercise of equity-based option (in shares) | (472,000) | |
Forfeited (in shares) | (292,000) | (92,000) |
Ending balance (in shares) | 4,697,000 | 5,461,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Beginning balance (in usd per share) | $ 0.91 | $ 0 |
Effect of Reverse Recapitalization (in usd per shares) | 0.93 | |
Exercised (in usd per shares) | 0.45 | |
Forfeited (in usd per share) | 1.60 | 1.64 |
Ending balance (in usd per share) | $ 0.92 | $ 0.91 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity-Based Compensation Expense | |||
Total equity-based compensation expense | $ 34,170 | $ 26,978 | $ 3,349 |
Cost of revenue | |||
Equity-Based Compensation Expense | |||
Total equity-based compensation expense | 1,025 | 113 | 0 |
Operations and support | |||
Equity-Based Compensation Expense | |||
Total equity-based compensation expense | 5,931 | 2,574 | 252 |
Technology and development | |||
Equity-Based Compensation Expense | |||
Total equity-based compensation expense | 5,733 | 3,032 | 641 |
Sales and marketing | |||
Equity-Based Compensation Expense | |||
Total equity-based compensation expense | 5,554 | 8,270 | 372 |
General and administrative | |||
Equity-Based Compensation Expense | |||
Total equity-based compensation expense | $ 15,927 | $ 12,989 | $ 2,084 |
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 | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Earnings Per Share [Abstract] | ||||||
Net loss attributable to Class A Common Stockholders for basic net loss per share | $ (12,697) | $ (177,898) | $ (12,697) | $ 0 | ||
Net loss attributable to Class A Common Stockholders for diluted net loss per share | $ (12,697) | $ (177,898) | $ (12,697) | $ 0 | ||
Weighted-average shares for basic loss per share (in shares) | 214,794 | 223,423 | [1] | 214,794 | [1] | |
Weighted-average shares for diluted loss per share (in shares) | 214,794 | 223,423 | [1] | 214,794 | [1] | |
Basic loss per share of Class A Common Stock (in usd per share) | $ (0.06) | $ (0.80) | [1] | $ (0.06) | [1] | |
Diluted loss per share of Class A Common Stock (in usd per share) | $ (0.06) | $ (0.80) | [1] | $ (0.06) | [1] | |
[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 3, Reverse Recapitalization ). Basic and diluted loss per share of Class A Common Stock for the year ended December 31, 2021 represents only the period of December 6, 2021 to December 31, 2021. See also Note 15, 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 | 12 Months Ended |
Dec. 31, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common shares excluded from calculation of diluted net income (loss) per share (in shares) | 225,123 |
OpCo units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common shares excluded from calculation of diluted net income (loss) per share (in shares) | 197,445 |
Restricted stock units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common shares excluded from calculation of diluted net income (loss) per share (in shares) | 5,381 |
Performance stock units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common shares excluded from calculation of diluted net income (loss) per share (in shares) | 2,113 |
Stock appreciation rights | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common shares excluded from calculation of diluted net income (loss) per share (in shares) | 1,741 |
Stock options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common shares excluded from calculation of diluted net income (loss) per share (in shares) | 4,697 |
Employee equity units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common shares excluded from calculation of diluted net income (loss) per share (in shares) | 2,020 |
Employee stock purchase plan | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common shares excluded from calculation of diluted net income (loss) per share (in shares) | 3,499 |
Class G Common Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Common shares excluded from calculation of diluted net income (loss) per share (in shares) | 8,227 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Tax Matters - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Lodging taxes payable | $ 17.9 | $ 12.5 |
Estimated taxes, including estimated penalties and interest | $ 11.8 | $ 13.1 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Employer matching contribution | 100% | ||
Employer matching contribution, percent of employees eligible compensation | 6% | ||
Contribution expense | $ 10.5 | $ 7.9 | $ 4.4 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Jan. 23, 2023 USD ($) position |
Subsequent Event [Line Items] | |
Expected number of positions eliminated | position | 1,300 |
Number of positions eliminated, period percent | 17% |
Estimated pre-tax cost | $ 5 |
Severance costs | 4 |
Employee benefits and related costs | $ 1 |
Uncategorized Items - vcsa-2022
Label | Element | Value |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | $ (129,336,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (12,697,000) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | 13,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (384,000) |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 6,863,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 19,581,000 |
Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (129,336,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (12,697,000) |
Additional Paid-in Capital [Member] | ||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 6,863,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 19,581,000 |
AOCI Attributable to Parent [Member] | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | 13,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (384,000) |
Redeemable Noncontrolling Interests [Member] | ||
Temporary Equity, Net Income | us-gaap_TemporaryEquityNetIncome | (12,558,000) |
Temporary Equity, APIC, Share-based Payment Arrangement, Increase For Cost Recognition | vcsa_TemporaryEquityAPICShareBasedPaymentArrangementIncreaseForCostRecognition | 534,000 |
Temporary Equity, Foreign Currency Transaction And Translation Adjustments, Net Of Tax | vcsa_TemporaryEquityForeignCurrencyTransactionAndTranslationAdjustmentsNetOfTax | $ 13,000 |