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 .

Financial Results

Financial summary (oldest → newest):

Metric	Q4 2023	Q1 2024	Q2 2024
Revenue ($M)	$177.4	$209.5	$249.0
Adjusted EBITDA ($M)	$(54.9)	$(36.3)	$2.0
Adjusted EBITDA Margin %	(calc. from above)	(calc. from above)	(calc. from above)
GAAP Net Loss ($M)	$(76.5)	$(140.9)	N/A
GAAP Diluted EPS	$(3.48)	$(6.36)	N/A
Consensus Revenue (S&P Global)	N/A*	N/A*	N/A*
Consensus EPS (S&P Global)	N/A*	N/A*	N/A*

KPI and unit trends (oldest → newest):

KPI	Q4 2023	Q1 2024	Q2 2024
Gross Booking Value ($M)	$336.9	$427.3	$505.0
Nights Sold (M)	1.092	1.258	1.400
GBV per Night ($)	$309	$340	$361
Homes Under Management (000s)	~42.0	~41.0	~40.0

Cost structure/margins (selected) (oldest → newest):

Metric	Q4 2023	Q1 2024	Q2 2024
Cost of Revenue (% of revenue)	(calc.)	50%	48%
Operations & Support (% of revenue)	(calc.)	28%	23%
Sales & Marketing (YoY change)	(see note)	(12%)	(26%)
Technology & Development (YoY change)	(see note)	+7%	(5%)
General & Administrative (YoY change)	(see note)	(2%)	+16%

Notes: Q4 2023 CORev and O&S percentages can be derived from $ amounts vs revenue disclosed , but percentages were not explicitly stated in the documents.

Segment breakdown: Not applicable; Vacasa reports as a single operating model.

KPIs definition references: GBV, Nights Sold, GBV/Night are defined consistently across quarters in shareholder letters .

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue	FY 2024	No quantitative guidance (visibility limited)	No quantitative guidance (visibility limited)	Maintained
Adjusted EBITDA	FY 2024	“Do not anticipate reaching Adjusted EBITDA profitability this year”	No quantitative guidance; reiterated limited visibility	Maintained
Other items (OpEx, OI&E, tax, dividends)	FY 2024	Not provided	Not provided	N/A

Management cited continued bookings variability and industry headwinds as rationale for withholding guidance .

Earnings Call Themes & Trends

Topic	Previous Mentions (Q4’23, Q1’24)	Current Period (Q2’24)	Trend
Demand & Pricing	Q4’23: GBV down 19% YoY; lowered monetization per home across industry . Q1’24: GBV down 18%, GBV/night down 7% YoY; summer build below expectations .	GBV -19% YoY; nights -17%; GBV/night -2%; no stabilization expected in 2H at time of call .	Deteriorating YoY; still weak into 2H
Churn & Homes	Q4’23: homes ~42k; churn elevated . Q1’24: homes ~41k; churn tied to owner income pressure .	Homes ~40k; churn elevated; gross adds slowed with smaller sales org .	Still elevated; focus on quality over quantity
Operating Model (Local)	2023: rolled out tools; improved owner satisfaction . Q1’24: major reorg to decentralize; >$50M 2024 cost savings; >$120M annualized .	Continued decentralization; earlier guest satisfaction improvements; local teams empowered on pricing, listing updates, spend approvals .	Execution progressing
Liquidity & Capital	Q1’24: drew ~$81M revolver to bolster liquidity .	$30M initial DK convertible notes; up to $75M capacity; conversion at $4.16; covenants: min liquidity $15M & future EBITDA test; DK board designees .	Liquidity strengthened but with covenants
Technology & Tools	2023: new owner/ops tools; AI use mentioned . Q1’24: shift to mix of proprietary and third‑party apps .	Continued tech deployment; evaluating third‑party infrastructure to improve efficiency .	Ongoing optimization

Management Commentary

“We are continuing to experience bookings weakness … and at this point, we don’t see this abating in the second half of 2024.”
“We finished the second quarter with approximately 40,000 homes on our platform… reflecting the ongoing churn dynamic that we have been seeing.”
“Today, we announced the signing and closing of a convertible note financing with Davidson Kempner… an initial purchase of $30 million of convertible notes.”
“The industry dynamics remain challenging… we remain highly focused on executing our transformation plan.”
On sales focus: “We are moving to focus our sales teams on revenue potential and unit quality rather than on an absolute number of homes under management.”

Q&A Highlights

Take rate/quality: Management emphasized home quality as a top focus; did not disclose changes to take rate despite promotional activity questions .
Churn and gross adds: Churn remains elevated, driven by owner revenue expectations and communications; local team empowerment aims to improve retention and align sales with ops; gross adds intentionally lower with smaller sales force .
Financing rationale: Company pursued DK financing to strengthen balance sheet under a challenging demand environment; highlighted DK engagement and board additions .
Owner expectations: Communicating market conditions and pricing strategy; believe Vacasa is delivering revenue premiums vs industry in many markets, but work remains .

Estimates Context

S&P Global consensus estimates for revenue and EPS were not available for VCSA in this period (tool mapping unavailable). As a result, we cannot provide “vs. Street” comparisons for Q2 2024, Q1 2024, or Q4 2023.

Key Takeaways for Investors

Liquidity improved but at a cost: DK convertible notes add cash and flexibility but carry 11.25% PIK interest initially, conversion features, liens, governance rights, and financial covenants—tightening the operating box if trends remain weak .
Demand headwinds not yet stabilizing: YoY declines in GBV, nights, and monetization per home persisted; management explicitly does not see stabilization in 2H24 at the time of the call, and withdrew from issuing guidance .
Focus shifting from scale to quality: Reduced sales force and ad spend, with emphasis on high‑quality homes and local-market fit; near-term adds likely remain muted while retention is prioritized .
Cost discipline evident, but deleverage persists: S&M down 26% YoY and T&D down 5% YoY, yet Adjusted EBITDA fell due to revenue pressure; Q2 Adj. EBITDA was only $2M .
Execution risk around decentralization: Early guest satisfaction improvements are positive; success hinges on local teams’ ability to raise owner satisfaction and reduce churn amid macro and competitive supply pressures .
No guidance limits visibility: Absent guidance, shares likely trade on bookings momentum, churn signals, and incremental liquidity moves; any signs of stabilization in intakes or improved retention could be key catalysts .

Other relevant Q2 2024 press release

The company furnished a press release about the Note Purchase Agreement and issuance of the Notes on August 8, 2024 (Exhibit 99.2) .

Footnotes

Consensus data from S&P Global was unavailable for VCSA during this period.

Sources

Q2 2024 earnings call transcript (Aug 8, 2024): GBV, nights, GBV/night, revenue, cost structure, Adj. EBITDA, guidance commentary, financing discussion .
Q2 2024 8-K (Aug 8, 2024): Note Purchase Agreement terms, conversion price, covenants, voting and registration rights, Board appointments, press release reference .
Q1 2024 8-K & shareholder letter (May 9, 2024): Revenue, GBV, nights, GBV/night, net loss and EPS, reorg/cost actions, revolver draw .
Q1 2024 earnings call transcript (May 9, 2024): Demand/monetization headwinds, cost savings scale, local model rationale .
Q4 2023 8-K & shareholder letter (Feb 28, 2024): Revenue, GBV, nights, GBV/night, net loss and EPS; commentary on tools and owner satisfaction .

Vacasa, Inc. (VCSA)·Q2 2024 Earnings Summary