Vacasa - Q2 2024

Executive Summary

• Q2 2024 revenue was $249M, down 18% year over year, with Adjusted EBITDA of $2M vs $16M a year ago as soft demand and elevated churn continued; management reiterated it is “difficult to provide forward-looking guidance” given bookings variability.
• Key KPIs deteriorated YoY: gross booking value (GBV) $505M (-19%), nights sold 1.4M (-17%), GBV/night $361 (-2%); homes under management ended ~40,000 (down from ~41,000 in Q1), reflecting ongoing churn and a shift to higher-quality unit focus.
• Liquidity was bolstered by a $30M senior secured convertible notes financing from Davidson Kempner (up to $75M available), with 11.25% PIK interest initially and a $4.16 conversion price; DK also received board representation and rights; minimum liquidity covenant set at $15M and an EBITDA covenant begins in 2026.
• Strategic pivot continued: deeper decentralization to local regions, empowerment of field teams across sales, onboarding, revenue management, and marketing; technology investments increasingly include third‑party solutions to drive efficiency.
• Consensus estimates from S&P Global were not available; comparisons vs. Street could not be made (see Estimates Context).

What Went Well and What Went Wrong

• What Went Well

  • Balance sheet support: Signed and closed a $30M initial tranche of senior secured convertible notes (up to $75M total), adding liquidity and bringing two DK principals to the Board.
  • Execution on cost actions: Sales & marketing expense declined 26% YoY; technology & development down 5% YoY, demonstrating discipline amid revenue pressure.
  • Operating model transition: Local-market decentralization advanced; early improvements in guest satisfaction metrics (clean, property condition, service) through July as local teams gain more control.

• What Went Wrong

  • Demand and monetization headwinds: GBV fell 19% YoY; nights sold -17% YoY; GBV/night -2% YoY, driving an 18% revenue decline; Adjusted EBITDA fell to $2M from $16M YoY.
  • Elevated churn and fewer homes: ~40,000 homes at quarter-end vs ~41,000 in Q1; owner churn tied to rate/earnings pressure in a weak market; gross adds also slowed by reduced sales staffing and spend.
  • Visibility remains low: Management again declined to provide forward guidance, citing ongoing bookings variability and no signs of stabilization in 2H24 at the time of the call.

Transcript

Speaker 5

Good afternoon, everyone, and thank you for joining us for today's call. I'm pleased to be joined by Vacasa CEO, Rob Greyber, and CFO, Bruce Schuman. We have posted a letter to the investor relations section of our website at investors.vacasa.com that will be referenced by our speakers. Comments made during this conference call and in our letter contain forward-looking statements. Such statements include those about our restructuring actions, including cost savings, future expectations, beliefs, plans, projections, strategies, targets, estimates, objectives, events, conditions, and financial performance, including guides for future period results. We caution you that various risks and uncertainties could cause actual results to differ from those in our forward-looking statements.

For additional information concerning these risks and uncertainties, please read the forward-looking statement section in the letter we issued earlier today and the forward-looking statements and risk factors sections in our filings with the U.S. Securities and Exchange Commission.

During this call, we may reference various non-GAAP financial measures. Information regarding our non-GAAP financial results, including a reconciliation of non-GAAP results to the most directly comparable GAAP financial measures, may be found in our letter. These non-GAAP measures should be considered in addition to our GAAP results and are intended to supplement, but not substitute for, the performance measures calculated in accordance with GAAP. Now, I will turn the call over to Rob Greyber. Rob?

Rob Greyber (CEO)

Thanks, Ryan, and thank you everyone for joining us this afternoon. I'll begin with some opening remarks and commentary on the business. Bruce will follow with a review of Q2 financial results, and then we'll open it up for Q&A. We are currently in the heart of our peak season, the busiest time of the year for our local teams. I want to extend my gratitude to all our team members who are working tirelessly to ensure a seamless experience for our guests on behalf of our owners. And a special note of appreciation to our teams in markets where we have had natural disasters, including wildfires, hurricanes, and extreme flooding, and I'm continually impressed by the professionalism and composure of our teams. At the same time, we are executing against the business transformation we outlined last quarter.

While we operate nationally with thousands of employees across hundreds of destinations, our success and our business transformation fundamentally depends on delivering hospitality at a local level. Each week, we are further empowering our teams, who know our markets, owners, and guests best, by giving them more decision-making authority across many aspects of our business, including sales, onboarding, revenue management, and marketing. I'm pleased with the progress we are making in the way we operate our business. However, the short-term rental industry continues to adjust to softening demand for domestic non-urban vacation rentals, as well as increases in the supply of short-term rental units. We also continue to experience bookings variability, and at this point, we don't see this abating in the second half of 2024. These ongoing trends are continuing to put real pressure on our business.

Nonetheless, based on our and industry data, we continue to believe in the significant majority of our markets, Vacasa listings are generating more gross bookings per home than the industry. So while the industry booking trends remain challenging, we are focused on what we can control, and so I'd like to share some more details about the business transformation I mentioned just a moment ago. Over the past few months, we've taken significant steps to reorganize and decentralize our operations into locally focused regions. These regions are now managed by cross-functional teams, with many of the roles that traditionally reported up through corporate leadership now reporting to and collaborating directly with regional leadership. This shift provides more autonomy and accountability to our field teams, aligning our structure more closely with our localized approach to property management.

Additionally, our incentive plans are increasingly geared toward encouraging local teams to focus on and manage their regions. In the next few weeks, we'll kick off planning for 2025, and we expect regional leadership to play a much more central role in shaping that plan. Their insights and on-the-ground knowledge will be invaluable as we seek to tailor our approach for each market. These local leaders will also be responsible and accountable for implementing and delivering on their market-level plans. We are also adjusting the day-to-day workflows to more easily allow local teams to effect change within their markets, enabling them to better service owners and guests and drive efficiencies. For example, we've enabled local teams to update aspects of the homeowner listing in real time and streamline the approval process for in-market expenses. Changes like these help satisfy owner requests more quickly and limit duplication of effort.

We are also giving the local teams more input on identifying the type of homes that are brought on in their markets and ensuring the sales teams are more focused on signing the right homes based on certain characteristics, including location, amenities, and rent potential. Our thesis is that empowering our local teams would drive the strongest impact on the homeowner and guest experience, which in turn should result in better business outcomes. While it's early days since we announced the transformation in May, we've been seeing year-over-year improvements each week through the end of July in many of our markets in key metrics that measure guest satisfaction, including clean scores, property condition scores, and service scores. On the sales side, the number of homes added to our platform has declined quarter-over-quarter as expected, due to the reduced number of sales executives and advertising spend.

As a reminder, as part of the business transformation, we are moving to focus our sales teams on revenue potential and unit quality rather than on an absolute number of homes under management. Finally, we continue to develop and deploy technology tools that improve the experience for owners, guests, and the team members who support them. We are also continuing to evaluate leveraging third-party industry applications for various aspects of our infrastructure. The industry dynamics remain challenging, and there is more to do, so we remain highly focused on executing our transformation plan.... Lastly, as you will have seen, today, we also announced a $30 million investment by Davidson Kempner, which will help strengthen our balance sheet. We look forward to working with Davidson Kempner's Alan Liu and Luis Sosa, as they join our board of directors.

I'd now like to pass it over to Bruce to discuss our Q2 results.

Bruce Schuman (CFO)

Thanks, Rob. Unless noted otherwise, I will be comparing our Q2 results to the Q2 of 2023, and I'll be referencing the operating expense lines, excluding the impact of stock-based compensation, restructuring costs, and business combination costs, which you can find outlined in our shareholder letter. For the Q2, gross booking value, which is the combination of nights sold and gross booking value per night sold, was $505 million, down 19% year-over-year. Nights sold were 1.4 million in the Q2, down 17% year-over-year. Gross booking value per night sold was $361 in the Q2, down 2% year-over-year. As a reminder, there is a strong correlation between nights sold and gross booking value per night sold, and it's difficult to look at either in isolation.

Our revenue management algorithms and data team constantly evaluate the trade-off between price and occupancy, and the mix of nights sold and Gross Booking Value per night sold, with the goal of optimizing homeowner income. Over the past several quarters, we've discussed the year-over-year declines in average Gross Booking Value per home as the industry normalizes off of the record highs from the past few years, and we saw this dynamic play out again in the Q2, with average Gross Booking Value per home declining by nearly 13% year-over-year. We finished the Q2 with approximately 40,000 homes on our platform, down from approximately 41,000 at the end of the Q1, reflecting the ongoing churn dynamic that we have been seeing. The short-term rental industry continues to adjust to various headwinds, such as increased supply and lower average Gross Booking Value per home.

We also continue to see owner concerns with rates and their resulting income as a leading cause of churn, as the industry wrestles with these factors. Revenue, which consists primarily of our commission on the rents we generate for homeowners, the fees we collect from guests, and revenue from Home care solutions provided directly to our homeowners, was $249 million in the Q2, down 18% year-over-year. Now, turning to expenses. Cost of revenue was 48% of revenue in the Q2, versus 47% of revenue in the same period last year. Cost of revenue dollars declined by 16% year-over-year, roughly in line with the 17% decline in nights sold. Operations and support expense was 23% of revenue in the Q2, versus 20% of revenue in the same period last year.

Operations and support expense dollars declined by 9% year-over-year. In terms of our other operating expenses, sales and marketing expense, which includes the fees we pay our third-party distribution partners, declined 26%. Technology and development expense declined 5%, and general and administrative expenses increased by 16%, due primarily to outside professional services and legal expenses. Adjusted EBITDA was $2 million for the Q2, compared to $16 million in the same period last year. Despite progress on our expense reductions, adjusted EBITDA continues to be affected by bookings variability, impacting gross booking value per home and ultimately revenue, which declined by $56 million year-over-year.

As Rob touched on, we are continuing to experience bookings weakness in terms of both price or gross booking value per night sold and utilization or nights sold per home in summer peak, and as we look out into the back half of this year. We are carefully monitoring intakes, but don't yet see signs of stabilization in the near term. The ongoing industry dynamics and their impact on bookings variability and average gross bookings per home, as well as continued elevated churn, creates a wide range of outcomes for revenue, which then flows through to Adjusted EBITDA. At this point, it remains difficult to provide forward-looking guidance. Additionally, as Rob mentioned, today we announced the signing and closing of a convertible notes financing with Davidson Kempner, with an initial purchase of $30 million of convertible notes.

The note purchase agreement also provides for the issuance of up to an additional $45 million of convertible notes, subject to the terms and conditions of the agreement. With this initial investment of $30 million, Davidson Kempner has the right to designate two directors to Vacasa's board of directors. Alan Liu and Luis Sosa, both principals at Davidson Kempner, will join Vacasa's board, effective immediately. With that, Rob and I will take your questions. Operator, please open up the lines.

Operator (participant)

Thank you. We will now begin the question and answer session. At this time, I would like to remind everyone, in order to ask a question, press the star one and then the number one on your telephone keypad. If you are called upon to ask your question and are listening via loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute. We do request for today's session that you please limit to one question and one follow-up. We will pause for a moment to compile the question and answer roster. Your first question comes from the line of Bernie McTernan of Needham. Please go ahead.

Stefanos Crist (Internet Equity Research Associate)

Hi, this is Stefanos Crist calling in for Bernie. Thanks for taking our questions. You mentioned the focus on quality versus number of homes. Is that the driver of the improved take rate year-over-year? And then we also noticed some promo during Q2. So I guess we just wanted to get the puts and takes on take rate. Thanks.

Rob Greyber (CEO)

Yeah, so we continue... I mean, basically, home quality is a very top, top focus for us. We've seen some improvement on that. We talked about that's a key focus of our transformation. There's really no difference. We haven't disclosed anything about take rates. There's really nothing to comment on there specifically, but home quality, again, is a very critical part of our transformation, and that continues to be a top priority for the company.

Stefanos Crist (Internet Equity Research Associate)

Got it. Thank you. And then just wanted to ask again on churn versus what you're seeing in the market of increased supply. Just can you talk anything about this gross adds during the quarter?

Rob Greyber (CEO)

Yeah, sure. I'll start, and Bruce can add if you'd like. I think that first of all, the dynamics around churn remain consistent. I think with what we've seen, we are very focused on it. We are focused on the drivers that go into it. Recall that there are two major drivers that we've seen with respect to churn. The first is around rates and revenue, and the second is around communications and how we interact with owners. The rates and revenue dynamic is challenging because so much of it is driven by what we see happening in the market overall on revenue per home and the industry dynamics around revenue per home.

So we're focused on what we can control in that world. We're working very hard with owners and with our revenue management teams, everyone in between, to make sure that we're delivering revenue premiums for our owners in as many months of the year and as to as great a degree as possible in the work that we do. When it comes to communications, there's a lot that we're doing at the heart of our transformation, but also in the product work that we've shipped and have talked about before, around enabling our teams to work more constructively, more dynamically and also more closely, changing our processes and policies to kind of empower those local teams to work better with owners.

So I think that right now, you know, we continue to see elevated churn. We've seen some, you know, some traction on the initiatives that we have, but we're not where we want to be. When it comes to, you know, when it comes to the, you know, the dynamic around around units and mix and so forth, you know, we're working to align the sales organization much more closely with the rest of the rest of the teams in the field, and we hope to see that begin to bear fruit, but it's early days for us there.

Stefanos Crist (Internet Equity Research Associate)

Got it. Thank you.

Operator (participant)

Again, if you would like to ask a question, press star and one on your telephone keypad. Your next question comes from the line of Ben Miller of Goldman Sachs. Please go ahead.

Ben Miller (VP)

Thanks so much for taking the questions. I just wanted to talk about the, the financing and understand, you know, maybe why now, why that amount, and how you feel you're set up now from a liquidity perspective against various demand scenarios as we look out over the next year or so?

Rob Greyber (CEO)

Yeah. Thanks, Ben, for the question. So, you know, first of all, I would say as a public company, we're always, you know, open to listening to investors and open to opportunities to drive value for the long term, and we think that's what this was. Davidson Kempner, specifically, they've been very engaged with us. Really, they've been leaning in, interested in our business, interested in our transformation plan, especially since their, you know, their purchase of common stock earlier this year. So look, we think this investment from Davidson Kempner does help strengthen our balance sheet and liquidity, to your point. We're managing a very challenging industry environment and softening demand, and this things-- we think this helps strengthen our balance sheet. But look, you know, Rob and I, we've been very focused on this.

We know we have a lot of work to do in actioning and executing the transformation plan over the next few quarters. And, you know, we look forward to working and partnering with Davidson Kempner and the rest of our board as we continue on the path of really empowering our local teams to drive the business forward.

Ben Miller (VP)

Great. And then maybe just as a follow-up, curious just where we stand on the resetting of earnings expectations around, among homeowners on the platform, and, and helping homeowners optimize for earnings around price and occupancy via some of the, the tools and communication initiatives that you've rolled out.

Rob Greyber (CEO)

Yeah, I think, there's a lot of work that has gone into that. As I said, a moment ago, we're seeing some good initial feedback on that from owners. It's still a challenging environment. You know, you can explain those dynamics. If you're talking to your financial advisor about your personal investments, you know, you can be beating the market, but if the market is down, it's still a challenge. I think a similar dynamic exists if the analogy holds, you know, with owners when we talk about that.

That, that's again, why we're kind of focused on doing everything that we can to make sure that we're communicating what the market is doing, communicating what we are seeing in the market, and then how we are acting, and ultimately how we're delivering for owners. When we look at the industry data and we compare our results, we think that we are delivering revenue premiums versus the industry. But there's obviously a lot more work to do there. I think that, you know, more generally, in terms of the transformation work that we're doing, it's all along those lines, Ben, to make sure that, you know, we challenge ourselves first to work more collaboratively across the company, and to empower our local teams to make and guide a lot more of the decisions.

So we've really done a lot of work in the last several months to tighten up the relationships, the connections, the regular touch points between our local teams and the revenue management teams, to make sure that those just the exchange of information, we hear about concerns, you know, that those things are communicated, you know, communicated right away. So I feel like we are making progress on that, but it's a tough environment to make progress against, and there's still a lot of work to do.

Ben Miller (VP)

Great. Thanks so much.

Operator (participant)

That concludes our question and answer session. I will now turn the conference back over to Rob Greyber for closing remarks. Please go ahead.

Rob Greyber (CEO)

Thank you very much. I want to thank everyone for joining the call today. I know it's a busy time. I also want to take a moment to thank our owners for entrusting their homes to us, to all of Vacasa's guests who are making memories with us, and to all of our colleagues at Vacasa who are working so hard to bring vacations home every day, including in this important summer peak season of 2024. Thanks very much for joining.

Operator (participant)

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.