PART I [Business](index=9&type=section&id=Item%201.%20Business) Vacasa operates a vertically-integrated vacation rental management platform in North America, managing approximately 36,500 homes and generating about $1.9 billion in Gross Booking Value (GBV) in 2024, with a pending merger with Casago and an ongoing reorganization to empower local operations - As of December 31, 2024, Vacasa's platform aggregated approximately **36,500 home listings** and generated about **$1.9 billion in Gross Booking Value (GBV)** from over **five million nights sold** during the year[24](index=24&type=chunk) - On December 30, 2024, Vacasa entered into a merger agreement with Casago, converting each Class A Common Stock share into the right to receive **$5.02 in cash**, subject to potential downward adjustments[29](index=29&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - The company received an unsolicited, non-binding acquisition proposal from Davidson Kempner at **$5.25 per share** on February 3, 2025, which is under discussion[38](index=38&type=chunk) - The company's growth strategy includes empowering local operations through its 2024 Reorganization, optimizing existing home supply, growing within existing markets, and expanding homeowner services[40](index=40&type=chunk) - Approximately **70% of the company's Gross Booking Value (GBV)** was generated through distribution partners such as Airbnb, Booking.com, and Vrbo for the fiscal years 2024, 2023, and 2022[48](index=48&type=chunk) - As of December 31, 2024, the company employed approximately **4,300 team members** globally, split between local operations teams and central support staff[50](index=50&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks, including the potential failure to complete the merger with Casago, which could result in significant expenses and business disruption, and the ongoing Reorganization may not yield expected benefits and could negatively impact operations and employee morale - There is a risk that the merger with Casago may not be completed, which could result in a termination fee of approximately **$4.1 million** and substantial expenses from legal and regulatory costs[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - The May 2024 Reorganization, aimed at reducing costs and empowering local teams, carries significant execution risks, including potential failure to achieve expected benefits, loss of continuity, and negative impacts on cash flows and profitability[95](index=95&type=chunk)[96](index=96&type=chunk) - The company has substantial debt, including **$81.0 million** outstanding under its Revolving Credit Facility and **$30.0 million** in Convertible Notes as of year-end 2024, which may limit cash flow and operational flexibility[97](index=97&type=chunk)[98](index=98&type=chunk) - Vacasa has a history of significant net losses, reporting losses of **$154.9 million** in 2024, **$528.2 million** in 2023, and **$332.1 million** in 2022, and may not achieve profitability in the future[102](index=102&type=chunk) - Total revenue decreased by **19%** from **$1,118.0 million** in 2023 to **$910.5 million** in 2024, highlighting revenue volatility and potential for future declines[109](index=109&type=chunk) - The number of homes managed on the platform decreased by approximately **12%** during the year ended December 31, 2024, compared to 2023, indicating challenges in homeowner retention and acquisition[121](index=121&type=chunk) - Approximately **70% of Gross Booking Value (GBV)** is generated through distribution partners, and the loss of key partners like Airbnb, Booking.com, or Vrbo would materially harm the business[133](index=133&type=chunk)[134](index=134&type=chunk) [Unresolved Staff Comments](index=62&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[336](index=336&type=chunk) [Cybersecurity](index=62&type=section&id=Item%201C.%20Cybersecurity) Vacasa has implemented a cybersecurity risk management program based on the NIST Cybersecurity Framework, which is integrated into its overall enterprise risk management, overseen by the Audit Committee, and has not identified any past material incidents - The company's cybersecurity risk management program is designed based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF)[338](index=338&type=chunk) - The Board's Audit Committee has oversight responsibility for cybersecurity risk, receiving regular reports from management[343](index=343&type=chunk)[344](index=344&type=chunk) - The company has not identified any risks from known cybersecurity threats or prior incidents that have materially affected its operations, business strategy, results of operations, or financial condition[340](index=340&type=chunk) [Properties](index=64&type=section&id=Item%202.%20Properties) The company's corporate headquarters is a leased office in Portland, Oregon, supplemented by various owned and leased regional offices and facilities in the U.S. and internationally, which management deems adequate for current needs - The company leases its corporate headquarters in Portland, Oregon and owns or leases other regional offices and facilities to support its operations[347](index=347&type=chunk) [Legal Proceedings](index=64&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 21 of the consolidated financial statements included in Item 8 of this report - Details on legal proceedings are provided in Note 21 to the consolidated financial statements[348](index=348&type=chunk) [Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[349](index=349&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=65&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Vacasa's Class A Common Stock is listed on Nasdaq under the symbol "VCSA", completed a 1-for-20 reverse stock split on October 2, 2023, and has approximately 130 holders of record as of March 10, 2025, with no dividends paid or anticipated - The company's Class A Common Stock is listed on the Nasdaq Global Select Market under the symbol **"VCSA"**[351](index=351&type=chunk) - A **1-for-20 reverse stock split** of all common stock classes was completed on October 2, 2023[353](index=353&type=chunk) - The company has never declared or paid dividends and does not expect to in the foreseeable future, retaining earnings for business development[355](index=355&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=66&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting a 19% decrease in revenue in 2024, a net loss of $154.9 million, and liquidity supplemented by debt draws and convertible notes [Results of Operations](index=71&type=section&id=Item%207.1%20Results%20of%20Operations) For the year ended December 31, 2024, revenue decreased by 19% to $910.5 million, primarily due to a 19% decrease in Nights Sold, while total operating costs and expenses decreased to $1,058.1 million, resulting in a net loss of $154.9 million Consolidated Statements of Operations Summary | | Year Ended December 31, | | | |---|---:|---:|---:| | | **2024** | **2023** | **2022** | | *(in thousands)* | | | | | **Revenue** | **$910,485** | **$1,117,950** | **$1,187,950** | | Total operating costs and expenses | 1,058,106 | 1,655,285 | 1,578,902 | | **Loss from operations** | **(147,621)** | **(537,335)** | **(390,952)** | | **Net loss** | **$(154,943)** | **$(528,232)** | **$(332,149)** | - Revenue decreased by **$207.5 million**, or **19%**, in 2024 compared to 2023, primarily driven by a **19% decrease in Nights Sold** due to lower guest demand, a reduction in available homes, and increased market competition[389](index=389&type=chunk) - Cost of revenue decreased by **$92.6 million (18%)** in 2024, mainly due to lower personnel-related expenses, reduced home care costs, and lower payment processing fees resulting from decreased revenue and Nights Sold[391](index=391&type=chunk) - Sales and marketing expenses decreased by **$54.6 million (26%)** in 2024, driven by reduced personnel costs from restructuring, lower listing fees paid to distribution partners, and a decrease in advertising spend[400](index=400&type=chunk) - The company recorded a non-cash impairment charge on long-lived assets of **$84.0 million** in 2024 and **$46.0 million** in 2023, with no goodwill impairment recorded in 2024 compared to a **$411.0 million** charge in 2023[409](index=409&type=chunk)[410](index=410&type=chunk) [Key Business Metrics and Non-GAAP Financial Measures](index=77&type=section&id=Item%207.2%20Key%20Business%20Metrics%20and%20Non-GAAP%20Financial%20Measures) The company's key business metrics showed a decline in 2024, with Gross Booking Value (GBV) decreasing by 20% to $1.86 billion and Nights Sold falling by 19% to 5.1 million, while Adjusted EBITDA shifted from a gain of $23.5 million in 2023 to a loss of $0.7 million in 2024 Key Business Metrics | | Year Ended December 31, | | | 2023 to 2024 % Change | |---|---:|---:|---:|---:| | | **2024** | **2023** | **2022** | | | *(in thousands, except GBV per Night Sold)* | | | | | | **GBV** | $1,856,691 | $2,310,696 | $2,555,195 | (20)% | | **Nights Sold** | 5,080 | 6,260 | 6,195 | (19)% | | **GBV per Night Sold** | $365 | $369 | $412 | (1)% | Net Loss to Adjusted EBITDA Reconciliation | | Year Ended December 31, | | | |---|---:|---:|---:| | *(in thousands)* | **2024** | **2023** | **2022** | | **Net loss** | **$(154,943)** | **$(528,232)** | **$(332,149)** | | Depreciation and amortization | 29,959 | 78,247 | 83,335 | | Impairment of long-lived assets | 84,000 | 46,000 | — | | Impairment of goodwill | — | 411,000 | 243,991 | | Other adjustments | 20,241 | 26,496 | (22,281) | | **Adjusted EBITDA** | **$(743)** | **$23,511** | **$(27,476)** | [Liquidity and Capital Resources](index=82&type=section&id=Item%207.3%20Liquidity%20and%20Capital%20Resources) The company faced liquidity pressures in 2024, with cash and cash equivalents at $88.5 million at year-end, supplementing its position by drawing $81.0 million from its Revolving Credit Facility and issuing $30.0 million in Convertible Notes, and management believes existing liquidity is sufficient for the next 12 months - As of December 31, 2024, the company had cash and cash equivalents of **$88.5 million**[436](index=436&type=chunk) - In 2024, the company supplemented its cash position by drawing **$81.0 million** under its Revolving Credit Facility and issuing **$30.0 million** of Convertible Notes[436](index=436&type=chunk) Cash Flow Summary | | Year Ended December 31, | | | |---|---:|---:|---:| | *(in thousands)* | **2024** | **2023** | **2022** | | Net cash used in operating activities | $(110,025) | $(51,707) | $(51,907) | | Net cash used in investing activities | (8,169) | (13,367) | (108,175) | | Net cash provided by (used in) financing activities | 94,857 | (28,052) | (39,067) | | **Net decrease in cash, cash equivalents and restricted cash** | **$(23,995)** | **$(93,823)** | **$(199,476)** | - As of December 31, 2024, there were **$81.0 million** in borrowings outstanding under the Revolving Credit Facility, with **$0.9 million** available for borrowing[438](index=438&type=chunk) [Critical Accounting Estimates](index=88&type=section&id=Item%207.4%20Critical%20Accounting%20Estimates) The company's critical accounting estimates involve significant judgment, including the impairment of long-lived assets and goodwill, and the fair value valuation of its Convertible Notes, which resulted in an $84.0 million impairment charge on homeowner contracts in 2024 and a $5.5 million net unrealized loss on Convertible Notes - The impairment of long-lived assets is a critical estimate, with an assessment as of March 31, 2024, resulting in an **$84.0 million impairment charge** on homeowner contract assets, based on a discounted cash flow analysis[470](index=470&type=chunk) - Goodwill impairment testing is another critical estimate, with quantitative assessments as of March 31, 2024, and October 1, 2024, not resulting in any goodwill impairment charges[473](index=473&type=chunk) - The company elected the fair value option for its Convertible Notes issued in August 2024, with the valuation based on a binomial lattice model, and for the year ended December 31, 2024, a net unrealized loss of **$5.5 million** was recognized for the change in fair value[484](index=484&type=chunk)[486](index=486&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=91&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks primarily from inflation and interest rate fluctuations, with the variable-rate Revolving Credit Facility creating interest rate exposure, though a hypothetical 100 basis point increase would not have materially impacted 2024 interest expense, and fixed-rate Convertible Notes are not materially sensitive to interest rate risk - The company's primary market risks are inflation and interest rate fluctuations[489](index=489&type=chunk) - The **$81.0 million** drawn on the Revolving Credit Facility is subject to variable interest rates, creating exposure to interest rate risk[494](index=494&type=chunk) - The **$30.0 million** of Convertible Notes bear a fixed rate of interest and are not considered materially sensitive to interest rate risk[495](index=495&type=chunk) [Financial Statements and Supplementary Data](index=93&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for the fiscal years ended December 31, 2024, 2023, and 2022, including the Consolidated Balance Sheets, Statements of Operations, Statements of Comprehensive Loss, Statements of Cash Flows, and Statements of Equity, along with accompanying notes and the independent auditor's report [Consolidated Financial Statements](index=95&type=section&id=Item%208.1%20Consolidated%20Financial%20Statements) The audited financial statements present the company's financial position and performance, with total assets of $535.9 million and total liabilities of $468.8 million as of December 31, 2024, and a net loss of $154.9 million on $910.5 million in revenue for the year Consolidated Balance Sheet Data (as of Dec 31) | | 2024 | 2023 | |---|---:|---:| | *(in thousands)* | | | | **Total current assets** | **$250,624** | **$265,845** | | **Total assets** | **$535,929** | **$669,148** | | **Total current liabilities** | **$327,271** | **$422,823** | | **Total liabilities** | **$468,782** | **$455,902** | | **Total equity** | **$34,067** | **$136,653** | Consolidated Statement of Operations Data (Year Ended Dec 31) | | 2024 | 2023 | 2022 | |---|---:|---:|---:| | *(in thousands)* | | | | | **Revenue** | **$910,485** | **$1,117,950** | **$1,187,950** | | **Loss from operations** | **$(147,621)** | **$(537,335)** | **$(390,952)** | | **Net loss** | **$(154,943)** | **$(528,232)** | **$(332,149)** | | **Net loss per share (Basic & Diluted)** | **$(6.37)** | **$(24.48)** | **$(15.92)** | Consolidated Statement of Cash Flows Data (Year Ended Dec 31) | | 2024 | 2023 | 2022 | |---|---:|---:|---:| | *(in thousands)* | | | | | **Net cash used in operating activities** | **$(110,025)** | **$(51,707)** | **$(51,907)** | | **Net cash used in investing activities** | **$(8,169)** | **$(13,367)** | **$(108,175)** | | **Net cash provided by (used in) financing activities** | **$94,857** | **$(28,052)** | **$(39,067)** | [Notes to Consolidated Financial Statements](index=105&type=section&id=Item%208.2%20Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information supplementing the consolidated financial statements, covering the pending merger, workforce reductions, liquidity challenges, revenue recognition, impairment charges, debt agreements, and equity structure - The company implemented significant workforce reductions in 2024, including the 'Reorganization' eliminating **800 positions** and the '2024 Plan' eliminating **320 positions**, incurring severance costs of **$6.0 million** and **$1.9 million**, respectively[536](index=536&type=chunk)[537](index=537&type=chunk)[538](index=538&type=chunk) - The company recorded long-lived asset impairment charges of **$84.0 million** in 2024 and **$46.0 million** in 2023, primarily related to its homeowner contracts intangible asset[564](index=564&type=chunk)[648](index=648&type=chunk) - Goodwill impairment charges of **$411.0 million** and **$244.0 million** were recorded in 2023 and 2022, respectively, with no goodwill impairment recorded in 2024[410](index=410&type=chunk)[649](index=649&type=chunk) - As of December 31, 2024, the company had **$81.0 million** in borrowings outstanding under its Revolving Credit Facility and a principal balance of **$31.4 million** on its Convertible Notes (including paid-in-kind interest)[677](index=677&type=chunk)[681](index=681&type=chunk) - A **1-for-20 reverse stock split** of all common stock classes was completed on October 2, 2023[698](index=698&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=158&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[765](index=765&type=chunk) [Controls and Procedures](index=158&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2024, with no material changes to internal control over financial reporting during the fourth quarter of 2024, and this report does not include an attestation of internal controls from the independent auditor due to the company's emerging growth company status - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were effective at a reasonable assurance level[767](index=767&type=chunk) - No material changes were made to the internal control over financial reporting during the quarter ended December 31, 2024[768](index=768&type=chunk) - The annual report does not include an attestation of internal controls from the independent auditor due to the company's status as an emerging growth company[771](index=771&type=chunk) [Other Information](index=159&type=section&id=Item%209B.%20Other%20Information) This section discloses a significant executive transition, with Bruce Schuman resigning as Chief Financial Officer and Chief Accounting Officer effective March 14, 2025, and William Atkins appointed as Interim CFO - On March 10, 2025, CFO and Chief Accounting Officer Bruce Schuman announced his resignation, effective March 14, 2025[773](index=773&type=chunk) - William Atkins was appointed as Interim Chief Financial Officer, effective March 14, 2025[774](index=774&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=160&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item, including details about directors, executive officers, and corporate governance practices, will be incorporated by reference from the company's 2025 Proxy Statement, to be filed within 120 days of the fiscal year-end, and the company has a Code of Business Conduct and Ethics available on its investor relations website - The required information regarding directors, executive officers, and corporate governance is incorporated by reference from the forthcoming 2025 Proxy Statement[782](index=782&type=chunk) - The company has adopted a Code of Business Conduct and Ethics applicable to all employees, officers, and directors[786](index=786&type=chunk) [Executive Compensation](index=162&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's 2025 Proxy Statement - The required information is incorporated by reference from the 2025 Proxy Statement[788](index=788&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=162&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the company's 2025 Proxy Statement - The required information is incorporated by reference from the 2025 Proxy Statement[789](index=789&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=162&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's 2025 Proxy Statement - The required information is incorporated by reference from the 2025 Proxy Statement[790](index=790&type=chunk) [Principal Accountant Fees and Services](index=162&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's 2025 Proxy Statement - The required information is incorporated by reference from the 2025 Proxy Statement[791](index=791&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=162&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Annual Report, including the consolidated financial statements and an index of all exhibits, with all financial statement schedules omitted as they are not applicable or the required information is included elsewhere - This item contains the list of consolidated financial statements and the Exhibit Index for documents filed with the report[793](index=793&type=chunk)[796](index=796&type=chunk) [Form 10-K Summary](index=164&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for its Form 10-K - None[797](index=797&type=chunk)

Core Viewpoint - An investigation has been initiated by Levi & Korsinsky, LLP regarding potential breaches of fiduciary duty by the board of directors of Vacasa Inc (VCSA) [1][2] Group 1 - The investigation targets whether the VCSA board of directors has violated its fiduciary duties to the company's shareholders [2] - Levi & Korsinsky, LLP is a nationally recognized law firm with expertise in prosecuting securities litigation and has successfully recovered hundreds of millions of dollars for shareholders [3]

Core Viewpoint - Vacasa, Inc. is currently under investigation for securities fraud, prompting the Schall Law Firm to encourage affected shareholders to come forward [1] Group 1 - The investigation into Vacasa, Inc. relates to potential securities fraud, which may have significant implications for the company's financial standing and shareholder value [1] - The Schall Law Firm is actively seeking to connect with shareholders who may have been impacted by the alleged fraud, indicating a potential class action or legal recourse for affected investors [1]

Core Viewpoint - The Schall Law Firm is inviting investors who have incurred losses to participate in an inquiry regarding potential securities law violations by Vacasa, Inc. [1] Group 1 - The inquiry is focused on whether Vacasa, Inc. misled investors about its business operations and financial performance [1] - Investors are encouraged to reach out to the Schall Law Firm to discuss their losses and potential claims [1] - The investigation aims to determine if there were any violations of securities laws that could have impacted investor decisions [1]

Core Viewpoint - Vacasa Inc. is currently under investigation for securities fraud, prompting the Schall Law Firm to encourage affected shareholders to come forward [1] Group 1 - The investigation into Vacasa Inc. relates to potential securities fraud, which could have significant implications for the company's reputation and financial standing [1] - The Schall Law Firm is actively seeking to connect with shareholders who may have been impacted by the alleged fraud, indicating a potential class action or legal recourse for affected investors [1]

Financial Performance - Revenue for Q3 2024 was $314,048,000, a decrease of 17.2% compared to $379,077,000 in Q3 2023[20]. - Net income for Q3 2024 was $59,259,000, compared to a net loss of $402,458,000 in Q3 2023[21]. - Total operating costs and expenses decreased to $259,461,000 in Q3 2024 from $786,269,000 in Q3 2023, a reduction of 67.0%[20]. - Total comprehensive income for Q3 2024 was $59,128,000, compared to a loss of $403,060,000 in Q3 2023[21]. - The net loss for the period ending September 30, 2024, was $(53,086,000)[28]. - The company reported a net loss of $(255,105,000) for the year ending December 31, 2022[28]. - Revenue for the three months ended September 30, 2024, decreased by $65.0 million, or 17%, compared to the same period in 2023, primarily due to a $64.7 million decrease in revenue from the vacation rental platform[170]. - Revenue for the nine months ended September 30, 2024, decreased by $168.0 million, or 18%, compared to the same period in 2023, driven by a $162.9 million decrease in vacation rental platform revenue[177]. Assets and Liabilities - As of September 30, 2024, total assets decreased to $584.03 million from $663.55 million as of December 31, 2023, reflecting a decline of approximately 12%[17]. - Total current assets rose to $298.92 million, up from $265.85 million, indicating an increase of approximately 12%[17]. - Total equity decreased to $101.24 million from $131.05 million, a decline of approximately 23%[18]. - The accumulated deficit increased to $(1.29) billion from $(1.24) billion, showing a rise of about 4%[18]. - The total debt of the company was $105.46 million, a significant increase from $3.3 million as of December 31, 2023[81]. - The company had $81.0 million in borrowings outstanding under the Revolving Credit Facility as of September 30, 2024, compared to no borrowings as of December 31, 2023[90]. - The allowance for credit losses related to accounts receivable was $13.2 million as of September 30, 2024, up from $11.7 million as of December 31, 2023[57]. Cash Flow and Liquidity - Cash and cash equivalents increased to $124.36 million from $88.05 million, representing a growth of about 41%[17]. - Cash from operating activities for the nine months ended September 30, 2024, was a net loss of $94,755,000, an improvement from a loss of $451,712,000 in the same period of 2023[23]. - The company ended Q3 2024 with cash, cash equivalents, and restricted cash totaling $256,941,000, down from $313,618,000 at the end of Q3 2023[25]. - The company anticipates that existing sources of liquidity will be sufficient to fund operations for at least the next 12 months[42]. - The company is required to maintain a minimum liquidity of at least $15.0 million as of the last date of each fiscal quarter[89]. Operational Changes and Workforce - The company is undergoing a reorganization plan aimed at reducing fixed costs and improving efficiency, which involves significant structural changes and risks[39]. - The Company incurred severance and employee benefits costs of approximately $5.9 million during the nine months ended September 30, 2024, due to a workforce reduction affecting approximately 800 positions, or 13% of the workforce[140]. - The company implemented a workforce reduction plan in May 2024, eliminating approximately 800 positions, which is about 13% of its workforce[159]. - The company expects to align its cost base with strategic priorities through ongoing workforce reduction plans, including a 2024 plan that eliminated approximately 320 positions[161]. Impairment and Expenses - The company incurred impairment of long-lived assets totaling $84,000,000 for the nine months ended September 30, 2024[23]. - The company recorded long-lived asset impairment charges of $84.0 million for the nine months ended September 30, 2024, compared to $46.0 million for the same period in 2023[66]. - Amortization of intangible assets decreased by $13.3 million, or 87%, for the three months ended September 30, 2024, primarily due to the lower carrying value of homeowner contracts[201]. - Depreciation expense decreased by $3.2 million, or 20%, for the nine months ended September 30, 2024, due to decreased capital spending[202]. Market and Competitive Environment - The company is focused on enhancing its platform and services to attract and retain homeowners and guests amid competitive challenges[14]. - The company continues to face significant variability in guest booking patterns, which is expected to adversely impact its financial condition and results of operations[149]. - The company has wound down its real estate buy/sell brokerage services during 2023, impacting revenue from these services[174]. - The company continues to experience evolving guest booking patterns, which complicate forecasting and negatively affect homeowner retention[175]. Stock and Equity Compensation - The company had 1,090 thousand outstanding Restricted Stock Units (RSUs), with an unrecognized compensation expense of $11.5 million related to unvested RSUs[101]. - The Company reported 24 thousand Stock Appreciation Rights (SARs) outstanding as of September 30, 2024, with a weighted average exercise price of $64.03[104]. - Vacasa had 120 thousand stock options outstanding as of September 30, 2024, with a weighted average exercise price of $22.69[105]. - The total equity-based compensation expense for the three months ended September 30, 2024, was $2.463 million, compared to $3.974 million for the same period in 2023[112]. Tax and Legal Matters - The Company is currently under audit by various domestic tax authorities regarding hospitality and sales tax matters, which could affect its potential obligations[126]. - The Company believes it has meritorious defenses against ongoing litigation and does not expect these matters to have a material adverse effect on its financial statements[135].

Core Insights - Vacasa, Inc. reported quarterly earnings of $2.10 per share, exceeding the Zacks Consensus Estimate of $1.92 per share, but down from $18.43 per share a year ago, indicating a significant year-over-year decline [1] - The company posted revenues of $314.05 million for the quarter ended September 2024, missing the Zacks Consensus Estimate by 2.09% and down from $379.08 million year-over-year [2] - Vacasa has surpassed consensus EPS estimates in all four of the last quarters, but has only topped revenue estimates once in the same period [2] Earnings Performance - The earnings surprise for the recent quarter was 9.37%, and the company previously had a loss expectation of $1.94 per share but reported a loss of $0.59, resulting in a surprise of 69.59% [1][2] - The current consensus EPS estimate for the upcoming quarter is -$3.44, with expected revenues of $152.92 million, and for the current fiscal year, the estimate is -$7.36 on revenues of $932.09 million [7] Stock Performance and Outlook - Vacasa shares have declined approximately 62.8% since the beginning of the year, contrasting with the S&P 500's gain of 24.3% [3] - The company's Zacks Rank is currently 3 (Hold), indicating expected performance in line with the market in the near future [6] - The outlook for the stock's price movement will largely depend on management's commentary during the earnings call and future earnings expectations [3][4] Industry Context - The Technology Services industry, to which Vacasa belongs, is currently ranked in the top 28% of over 250 Zacks industries, suggesting a favorable industry outlook [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

[Executive Summary & Business Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Highlights) [Operational & Strategic Update](index=1&type=section&id=Operational%20%26%20Strategic%20Update) The company successfully navigated the Q3 2024 peak season through a business transformation empowering local teams and leveraging AI - Served nearly **400,000 guest reservations** and generated over **$300 million for homeowners** during Q3 2024 summer peak season[1](index=1&type=chunk) - Business transformation, including local team autonomy and AI integration, is driving improved hospitality and operational efficiency[2](index=2&type=chunk)[3](index=3&type=chunk)[4](index=4&type=chunk)[5](index=5&type=chunk) - Despite industry headwinds, Vacasa listings generate **more gross bookings per home** than the industry average[6](index=6&type=chunk) [Financial Performance Overview](index=3&type=section&id=Financial%20Performance%20Overview) In Q3 2024, Gross Booking Value and Revenue declined, but Net Income significantly improved to $59 million due to successful restructuring Q3 2024 Key Financial Highlights | Metric | Q3 2024 | Q3 2023 | YoY Change | | :----- | :------ | :------ | :--------- | | Gross Booking Value (GBV) | $670 million | $830 million | -19% | | Nights Sold | 1.624 million | 2.047 million | -21% | | GBV per Night Sold | $413 | $406 | +2% | | Revenue | $314 million | $379 million | -17% | | Net Income (Loss) | $59 million | ($402 million) | Significant Improvement | | Adjusted EBITDA | $69 million | $74 million | -7% | | Homes on Platform | ~38,000 | ~42,000 | -9.5% | - Net Income significantly improved from a loss of **$402 million** in Q3 2023 to a profit of **$59 million** in Q3 2024, reflecting restructuring and expense discipline[9](index=9&type=chunk) [Outlook](index=4&type=section&id=Outlook) The company anticipates continued bookings weakness in Q4 and does not expect to achieve Adjusted EBITDA profitability in 2024 - Expects continued bookings weakness in Q4 2024, affecting price (GBV per Night Sold) and utilization (Nights Sold per Home)[10](index=10&type=chunk) - Difficult to provide specific guidance for the remainder of 2024 due to industry dynamics and elevated churn[10](index=10&type=chunk) - Does not anticipate reaching **Adjusted EBITDA profitability in 2024**[10](index=10&type=chunk) [Condensed Consolidated Financial Statements](index=5&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q3 2024 revenue decreased, but a significant reduction in operating costs led to a net income of $59.3 million Condensed Consolidated Statements of Operations (Q3 2024 vs Q3 2023) | Metric (in thousands) | Q3 2024 | Q3 2023 | | :-------------------- | :------ | :------ | | Revenue | $314,048 | $379,077 | | Total operating costs and expenses | $259,461 | $786,269 | | Income (loss) from operations | $54,587 | ($407,192) | | Net income (loss) | $59,259 | ($402,458) | | Basic Net income (loss) per share | $2.22 | ($18.37) | - Significant reduction in total operating costs and expenses, primarily due to the **absence of impairment of goodwill ($411 million in Q3 2023)** and **long-lived assets ($46 million in Q3 2023)**[11](index=11&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $584 million as of September 30, 2024, driven by a reduction in intangible assets Condensed Consolidated Balance Sheets (Sept 30, 2024 vs Dec 31, 2023) | Metric (in thousands) | Sep 30, 2024 | Dec 31, 2023 | | :-------------------- | :----------- | :----------- | | Total assets | $584,030 | $663,548 | | Intangible assets, net | $17,336 | $114,464 | | Total liabilities | $463,820 | $455,902 | | Total current liabilities | $331,238 | $422,823 | | Funds payable to owners | $119,545 | $178,670 | | Deferred revenue | $73,921 | $105,217 | | Total equity | $101,243 | $131,053 | - Significant decrease in intangible assets, net, from **$114.464 million to $17.336 million**[12](index=12&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the nine months ended September 30, 2024, net cash used in operations was ($60.6) million, while financing activities provided $98.2 million Condensed Consolidated Statement of Cash Flows (Nine Months Ended Sept 30, 2024 vs 2023) | Metric (in thousands) | 9M 2024 | 9M 2023 | | :-------------------- | :------ | :------ | | Net cash (used in) provided by operating activities | ($60,596) | $28,435 | | Net cash used in investing activities | ($6,210) | ($10,349) | | Net cash provided by (used in) financing activities | $98,176 | ($23,366) | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $31,104 | ($6,042) | | Cash, cash equivalents, and restricted cash, end of period | $256,941 | $313,618 | - Net cash provided by financing activities significantly increased due to proceeds from **borrowings on revolving credit facility ($81 million)** and **convertible notes ($30 million)**[13](index=13&type=chunk) [Key Business Metrics & Non-GAAP Reconciliations](index=8&type=section&id=Key%20Business%20Metrics%20%26%20Non-GAAP%20Reconciliations) [Key Business Metrics](index=8&type=section&id=Key%20Business%20Metrics) Q3 2024 Gross Booking Value and Nights Sold decreased year-over-year, while GBV per Night Sold saw a slight increase Key Business Metrics (Q3 2024 vs Q3 2023) | Metric (in thousands) | Q3 2024 | Q3 2023 | YoY Change | | :-------------------- | :------ | :------ | :--------- | | Gross Booking Value ("GBV") | $670,135 | $830,094 | -19% | | Nights Sold | 1,624 | 2,047 | -21% | | GBV per Night Sold | $413 | $406 | +2% | Key Business Metrics (Nine Months Ended Sept 30, 2024 vs 2023) | Metric (in thousands) | 9M 2024 | 9M 2023 | YoY Change | | :-------------------- | :------ | :------ | :--------- | | Gross Booking Value ("GBV") | $1,602,206 | $1,973,749 | -19% | | Nights Sold | 4,282 | 5,168 | -17% | | GBV per Night Sold | $374 | $382 | -2% | [Adjusted EBITDA Reconciliation](index=8&type=section&id=Adjusted%20EBITDA%20Reconciliation) Q3 2024 Adjusted EBITDA was $69.1 million, a 7% decrease, with net income improving due to the absence of prior-year impairment charges Adjusted EBITDA Reconciliation (Q3 2024 vs Q3 2023) | Metric (in thousands) | Q3 2024 | Q3 2023 | | :-------------------- | :------ | :------ | | Net income (loss) | $59,259 | ($402,458) | | Depreciation and amortization of intangible assets | 6,957 | 20,470 | | Impairment of long-lived assets | - | 46,000 | | Impairment of goodwill | - | 411,000 | | Equity-based compensation | 2,463 | 3,974 | | Restructuring | 5,023 | 3 | | Adjusted EBITDA | $69,091 | $74,315 | - The absence of **$411 million goodwill impairment** and **$46 million long-lived asset impairment** in Q3 2024 significantly contributed to the turnaround in net income[16](index=16&type=chunk) [Reconciliations of Other Non-GAAP Financial Measures](index=9&type=section&id=Reconciliations%20of%20Other%20Non-GAAP%20Financial%20Measures) Non-GAAP operating expenses, which exclude items like equity-based compensation, showed reductions across most categories in Q3 2024 Non-GAAP Operating Expenses (Q3 2024 vs Q3 2023) | Metric (in thousands) | Q3 2024 | Q3 2023 | | :-------------------- | :------ | :------ | | Non-GAAP cost of revenue | $126,416 | $150,760 | | Non-GAAP operations and support | $54,438 | $64,606 | | Non-GAAP technology and development | $9,121 | $15,379 | | Non-GAAP sales and marketing | $39,846 | $57,198 | | Non-GAAP general and administrative | $15,136 | $16,819 | - Non-GAAP adjustments primarily exclude **equity-based compensation** and **restructuring costs** to reflect core operational performance[18](index=18&type=chunk)[19](index=19&type=chunk) [Company Information & Disclosures](index=10&type=section&id=Company%20Information%20%26%20Disclosures) [About Vacasa](index=10&type=section&id=About%20Vacasa) Vacasa is North America's leading vacation rental management platform, managing approximately 38,000 homes - Vacasa is the **leading vacation rental management platform** in North America[20](index=20&type=chunk) - Manages approximately **38,000 homes** in hundreds of destinations across the United States, Belize, Canada, Costa Rica, and Mexico[20](index=20&type=chunk) - Distributes properties through Vacasa.com, Vacasa Guest App, and top channel partners including **Airbnb, Booking.com, and Vrbo**[20](index=20&type=chunk) [Forward Looking Statements](index=11&type=section&id=Forward%20Looking%20Statements) This section outlines forward-looking statements and highlights key risks and uncertainties that could affect actual results - Forward-looking statements are subject to various known and unknown risks and uncertainties, and **actual results may differ materially**[23](index=23&type=chunk)[24](index=24&type=chunk) - Key risk factors include ability to execute business plans, achieve profitability, manage debt, and adapt to industry changes[24](index=24&type=chunk) [Use of Non-GAAP Financial Measures](index=12&type=section&id=Use%20of%20Non-GAAP%20Financial%20Measures) The company uses Non-GAAP measures like Adjusted EBITDA to evaluate core business performance, excluding certain non-cash or one-time items - Non-GAAP Financial Measures (Adjusted EBITDA, Non-GAAP operating expenses) are used to evaluate performance and make strategic decisions[25](index=25&type=chunk) - These measures exclude non-cash or unpredictable items to allow for more meaningful comparisons of core business performance[26](index=26&type=chunk)[27](index=27&type=chunk) - Non-GAAP measures have significant limitations and are **not substitutes for GAAP financial measures**[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) [Key Business Metrics Definitions](index=13&type=section&id=Key%20Business%20Metrics%20Definitions) This section defines key performance indicators such as Gross Booking Value (GBV), Nights Sold, and GBV per Night Sold - Key business metrics include **Gross Booking Value (GBV)**, **Nights Sold**, and **GBV per Night Sold**[33](index=33&type=chunk) - GBV is the dollar value of bookings, Nights Sold is the total number of nights stayed, and GBV per Night Sold reflects the pricing per night[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) - These metrics are influenced by home acquisition, retention, utilization, pricing, and are subject to seasonality[34](index=34&type=chunk)[35](index=35&type=chunk)

Core Viewpoint - Vacasa, Inc. (VCSA) has experienced a significant decline of 48.8% over the past four weeks, but it is now positioned for a potential trend reversal as it enters oversold territory, with analysts predicting better earnings than previously expected [1] Group 1: Technical Indicators - The Relative Strength Index (RSI) for VCSA is currently at 28.87, indicating that the heavy selling pressure may be exhausting, suggesting a possible bounce back towards previous supply and demand equilibrium [3] - A stock is generally considered oversold when its RSI falls below 30, which can signal potential entry opportunities for investors looking to benefit from a rebound [2] Group 2: Fundamental Analysis - There has been a strong consensus among sell-side analysts to raise earnings estimates for VCSA, with a 13.4% increase in the consensus EPS estimate over the last 30 days, which typically correlates with price appreciation [4] - VCSA holds a Zacks Rank 2 (Buy), placing it in the top 20% of over 4,000 ranked stocks based on earnings estimate revisions and EPS surprises, further supporting the potential for a near-term turnaround [4]

Core Insights - Vacasa, Inc. reported a quarterly loss of $0.59 per share, significantly better than the Zacks Consensus Estimate of a loss of $1.94, representing an earnings surprise of 69.59% [1] - The company posted revenues of $248.98 million for the quarter ended June 2024, missing the Zacks Consensus Estimate by 4.02%, and down from $304.58 million year-over-year [2] - Vacasa shares have declined approximately 55.9% year-to-date, contrasting with the S&P 500's gain of 9% [3] Financial Performance - Over the last four quarters, Vacasa has exceeded consensus EPS estimates four times [2] - The current consensus EPS estimate for the upcoming quarter is $2.20 on revenues of $344.4 million, while the estimate for the current fiscal year is -$9.50 on revenues of $979.99 million [7] Market Outlook - The company's earnings outlook will be crucial for future stock performance, with mixed trends in estimate revisions noted prior to the earnings release [4][6] - Vacasa currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the market in the near future [6] Industry Context - The Technology Services industry, to which Vacasa belongs, is currently ranked in the top 41% of over 250 Zacks industries, suggesting a favorable environment for stocks in this sector [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact Vacasa's stock performance [5]