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Net Income (Loss) Per Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share Net Income (Loss) Per Share
The Company calculates net income (loss) per share of Class A Common Stock in accordance with ASC 260, Earnings Per Share ("ASC 260"), 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 (loss) attributable to Vacasa, Inc. by the weighted-average shares of Class A Common Stock outstanding without the consideration for potentially 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, Convertible Notes, Notes Option, and Class G Common Stock. Diluted net income (loss) per share is computed by dividing the net income (loss) 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 shares of common stock is disregarded.

On August 7, 2024 the Company issued the Convertible Notes, which qualify as participating securities under ASC 260 because the holders have participation rights on an as-if-converted basis. Accordingly, basic EPS is determined using the two-class method and diluted EPS is determined using the more dilutive of the two-class method or diluted EPS determined using the treasury stock method and if-converted method, as applicable. Determination of the numerator adjustment under the two-class method considers the dilutive impact of income allocable to noncontrolling interest holders because of Vacasa Holdings’ contractual obligation to issue OpCo units to Vacasa, Inc. upon issuance of Class A Common Stock by Vacasa, Inc.

The following is a reconciliation of basic and diluted income (loss) per share of Class A Common Stock for the periods presented (in thousands, except per share data):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator for earnings (loss) per share calculation:
Net income (loss)59,259 (402,458)(94,755)(451,712)
Net income attributable to participating securities(1)
(9,399)— — — 
Net (income) loss attributable to noncontrolling interest holders assuming allocation to participating securities(1)
(14,986)174,266 41,669 196,607 
Net income (loss) attributable to Class A Common Stockholders, basic34,874 (228,192)(53,086)(255,105)
Net income allocated to dilutive securities20 — — — 
Unrealized gain on change in fair value of convertible notes(1,818)— — — 
Net income attributable to participating securities assumed converted8,909 — — — 
Net income (loss) attributable to Class A Common Stockholders, diluted$41,985 $(228,192)$(53,086)$(255,105)
Denominator for earnings (loss) per share calculation:
Weighted-average shares outstanding, basic(2)
15,706 12,419 14,725 12,108 
Effect of dilutive securities:
Restricted stock units39 — — — 
Convertible notes4,233 — — — 
Total effect of dilutive securities4,272 — — — 
Weighted-average shares outstanding, diluted(2)
19,978 12,419 14,725 12,108 
Basic net income (loss) per Class A common share:
Net income (loss) attributable to Class A Common Stockholders, basic$34,874 $(228,192)$(53,086)$(255,105)
Weighted-average shares outstanding, basic(2)
15,706 12,419 14,725 12,108 
Net income (loss) per share of Class A Common Stock, basic$2.22 $(18.37)$(3.61)$(21.07)
Diluted net income (loss) per Class A common share:
Net income (loss) attributable to Class A Common Stockholders, diluted$41,985 $(228,192)$(53,086)$(255,105)
Weighted-average shares outstanding, diluted(2)
19,978 12,419 14,725 12,108 
Net income (loss) per share of Class A Common Stock, diluted$2.10 $(18.37)$(3.61)$(21.07)
(1) During the three and nine month periods ending September 30, 2024, there were no participating securities.
(2) Basic and diluted weighted-average shares outstanding include restricted stock units that have vested but have not yet settled into shares of Class A Common Stock.
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 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 periods presented or because they were contingently issuable upon the satisfaction of certain market conditions (in thousands)(1):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
OpCo units(1)
6,750 9,387 6,750 9,387 
Restricted stock units1,070 725 1,090 725 
Performance stock units(2)
208 243 208 243 
Stock appreciation rights24 48 24 48 
Stock options120 176 120 176 
Employee equity units— 30 — 30 
Employee stock purchase plan— 228 — 228 
Convertible notes— — 7,332 — 
Notes option4,808 — 4,808 — 
Class G Common Stock411 411 411 411 
Common shares excluded from calculation of diluted net income (loss) per share13,391 11,248 20,743 11,248 

(1) These securities are neither dilutive nor anti-dilutive for the period presented as their assumed redemption for shares of Class A Common Stock would cause a proportionate change 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 September 30, 2024, none of the requisite market conditions have been met, and therefore all such contingently issuable shares have been excluded from the calculation of diluted net income (loss) per share of Class A Common Stock.