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Vivid Seats Delivers Highest GOV Ever and Expands TAM Internationally

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Raising Guidance for 2023 Marketplace GOV, Revenues and Adjusted EBITDA

CHICAGO, Aug. 08, 2023 (GLOBE NEWSWIRE) -- Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial results for the second quarter ended June 30, 2023.

“It is an exciting time for Vivid Seats. We set a new quarterly record for Marketplace GOV and delivered solid profitability that is enabling compelling investments,” said Stan Chia, Vivid Seats CEO. “I'm thrilled to announce that we’ve expanded our TAM internationally with a definitive agreement to purchase Wavedash, the leading secondary ticketing marketplace in Japan. We are also excited to have entered into several strategic partnerships including with the Colorado Rockies, the L.A. Dodgers and the L.A. Chargers. Through partnerships such as these, we craft unique and premium experiences that drive differentiation, higher brand awareness and affinity, and ultimately contribute to higher customer repeat rates.”

Second Quarter 2023 Key Operational and Financial Metrics

  • Marketplace GOV of $953.7 million – up 17% from $814.8 million in Q2 2022
  • Revenues of $165.4 million – up 12% from $147.7 million in Q2 2022
  • Net income of $38.3 million – up 59% from $24.1 million in Q2 2022
  • Adjusted EBITDA of $31.1 million – up 2% from $30.3 million in Q2 2022

“Widespread strength in both live event supply and demand continued in the second quarter," said Lawrence Fey, Vivid Seats CFO. "Our 17% year-over-year Marketplace GOV growth is a testament to solid Vivid Seats execution against a healthy market backdrop. We are again raising our 2023 guidance and now expect both Marketplace GOV and Adjusted EBITDA to grow by double digits for the year. Our acquisition of Wavedash for approximately $61 million in cash* will expand profitability and reflects the strategic optionality that our cash flow and robust balance sheet enable as we seek opportunities to maximize long-term shareholder returns."

*Based on enterprise value, subject to closing adjustments, of ¥‎8.7 billion converted at 142.3 JPY/USD exchange rate.

Key Performance Indicators ('000s)

 Three Months Ended June 30, Six Months Ended June 30,
 2023 2022 2023 2022
Marketplace GOV(1)$953,739 $814,817 $1,809,267 $1,556,955
Total Marketplace orders(2) 2,627  2,410  4,902  4,429
Total Resale orders(3) 76  67  163  135
Adjusted EBITDA(4)$31,077 $30,329 $73,512 $51,341

(1)Marketplace Gross Order Value ("Marketplace GOV") represents the total transactional amount of Marketplace segment orders placed on our platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during that period. Marketplace GOV was negatively impacted by event cancellations in the amount of $11.7 million and $23.8 million during the three and six months ended June 30, 2023, respectively, and $14.7 million and $49.5 million during the three and six months ended June 30, 2022, respectively.
(2)Total Marketplace orders represents the volume of Marketplace segment orders placed on our platform in a period, net of event cancellations that occurred during that period. During the three and six months ended June 30, 2023, our Marketplace segment experienced 29,351 and 49,831 event cancellations, respectively, compared to 35,916 and 127,316 event cancellations during the three and six months ended June 30, 2022, respectively.
(3)Total Resale orders represents the volume of Resale segment orders in a period, net of event cancellations that occurred during that period. During the three and six months ended June 30, 2023, our Resale segment experienced 827 and 1,512 event cancellations, respectively, compared to 711 and 3,270 event cancellations during the three and six months ended June 30, 2022, respectively.
(4)Adjusted EBITDA is not a measure defined under accounting principles generally accepted in the United States of America ("GAAP"). We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for making period-to-period comparisons of our business performance. Refer to the “Use of Non-GAAP Financial Measures” section below for more information and a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure.
  

2023 Financial Outlook
Vivid Seats now anticipates Marketplace GOV, Revenues and Adjusted EBITDA for the year ending December 31, 2023 to be:

  • Marketplace GOV in the range of $3.4 billion to $3.6 billion (increased from $3.15 billion to $3.4 billion)
  • Revenues in the range of $630.0 million to $650.0 million (increased from $605.0 million to $630.0 million)
  • Adjusted EBITDA in the range of $125.0 million to $135.0 million** (increased from $115.0 million to $130.0 million)

Additional detail around the 2023 outlook will be available on the second quarter 2023 earnings call.

** We calculate forward-looking Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net income, the most directly comparable GAAP measure. We do not provide a reconciliation of forward-looking Adjusted EBITDA to forward-looking net income because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts.

Webcast Details
Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss its second quarter 2023 financial results, 2023 financial outlook and acquisition of Wavedash. Participants may access the live webcast and supplemental earnings presentation on the events page of the Vivid Seats Investor Relations website at https://investors.vividseats.com/events-and-presentations.

About Vivid Seats
Founded in 2001, Vivid Seats is a leading online ticket marketplace committed to becoming the ultimate partner for connecting fans to the live events, artists, and teams they love. Based on the belief that everyone should “Experience It Live,” the Chicago-based company provides exceptional value by providing one of the widest selections of events and tickets in North America and an industry leading Vivid Seats Rewards program where all fans earn on every purchase. Vivid Seats has been chosen as the official ticketing partner by some of the biggest brands in the entertainment industry including ESPN, Rolling Stone, and the Los Angeles Clippers. Vivid Seats also owns Vivid Picks, a daily fantasy sports app. Through its proprietary software and unique technology, Vivid Seats drives the consumer and business ecosystem for live event ticketing and enables the power of shared experiences to unite people. Vivid Seats has been recognized by Newsweek as one of America’s Best Companies for Customer Service in ticketing. Fans who want to have the best live experiences can start by downloading the Vivid Seats mobile app, going to vividseats.com, or calling 866-848-8499.

Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements in this press release relate to, without limitation: our future results of operations and financial position, including our expectations regarding Marketplace GOV, Revenues and Adjusted EBITDA and the impact of our investments; our expectations with respect to live event industry growth; our competitive positioning; our business strategy; the planned acquisition of Wavedash; and the plans and objectives of management for future operations. Words such as "estimate," "project," "expect," "anticipate," "forecast," "plan," "intend," "believe," "seek," "may," "will," "should," "future" and "propose," as well as similar expressions which predict or indicate future events or which do not relate to historical matters, are intended to identify such forward-looking statements. Forward-looking statements are not guarantees of future performance, conditions or results, and are subject to risks, uncertainties and assumptions, many of which are outside of our control. Important factors that could cause actual results or outcomes to differ materially from those anticipated in the forward-looking statements include, but are not limited to: the supply and demand of large-scale sporting events, concerts and theater shows; our relationships with buyers, sellers and distribution partners; changes in internet search engine algorithms or in marketplace rules; competition in the ticketing industry; the willingness of artists, teams and promoters to continue to support the secondary ticket market; our ability to maintain and improve our platform and brand or to develop successful new solutions and enhancements or improve existing ones; the impact of potential unfavorable legislative developments; the successful completion of our acquisition and integration of Wavedash; the effects of any recession and inflation; ongoing and future effects of pandemics; our ability to generate sufficient cash flows or raise additional capital necessary to fund our operations; the impact of system interruption and the lack of integration and redundancy in our systems and infrastructure; the impact of cyber security risks, data loss or other breaches of our network security; our being a controlled company; and other factors detailed in the “Risk Factors” sections of our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Investors
Kate Africk
Kate.Africk@vividseats.com

Media
Julia Young
Julia.Young@vividseats.com

 
VIVID SEATS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data) (Unaudited)
 
 June 30,  December 31, 
 2023  2022 
Assets     
Current assets:     
Cash and cash equivalents$306,202  $251,542 
Restricted cash 672   748 
Accounts receivable – net 46,301   36,531 
Inventory – net 28,010   12,783 
Prepaid expenses and other current assets 46,608   29,912 
Total current assets 427,793   331,516 
Property and equipment – net 10,356   10,431 
Right-of-use assets – net 7,564   7,859 
Intangible assets – net 82,031   81,976 
Goodwill 715,258   715,258 
Deferred tax assets 79,275   1,853 
Other non-current assets 2,407   2,538 
Total assets$1,324,684  $1,151,431 
Liabilities and shareholders’ deficit     
Current liabilities:     
Accounts payable$204,217  $161,312 
Accrued expenses and other current liabilities 192,038   181,970 
Deferred revenue 30,070   31,983 
Current maturities of long-term debt 2,750   2,750 
Total current liabilities 429,075   378,015 
Long-term debt – net 263,873   264,898 
Long-term lease liabilities 14,808   14,911 
Tax Receivable Agreement liability 98,977    
Other non-current liabilities 20,868   13,445 
Total long-term liabilities 398,526   293,254 
Commitments and contingencies     
Redeemable noncontrolling interests 790,416   862,860 
      
Shareholders' deficit     
Class A common stock, $0.0001 par value; 500,000,000 shares authorized at June 30, 2023 and December 31, 2022; 101,611,805 and 82,410,774 issued and outstanding at June 30, 2023 and December 31, 2022, respectively 11   8 
Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 99,800,000 and 118,200,000 issued and outstanding at June 30, 2023 and December 31, 2022, respectively 10   12 
Additional paid-in capital 717,990   663,908 
Treasury stock, at cost, 5,291,497 and 4,342,477 shares at June 30, 2023 and December 31, 2022, respectively (40,106)  (32,494)
Accumulated deficit (971,238)  (1,014,132)
Total Shareholders' deficit (293,333)  (382,698)
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit$1,324,684  $1,151,431 
        


VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands) (Unaudited)
 
 Three Months Ended June 30,  Six Months Ended June 30, 
 2023  2022  2023  2022 
Revenues$165,380  $147,694  $326,443  $278,466 
Costs and expenses:           
Cost of revenues (exclusive of depreciation and amortization shown separately below) 42,616   32,422   80,376   64,586 
Marketing and selling 65,192   59,412   119,964   113,640 
General and administrative 38,307   36,207   70,696   65,482 
Depreciation and amortization 2,704   1,726   5,302   3,111 
Change in fair value of contingent consideration (1,052)     (1,018)   
Income from operations 17,613   17,927   51,123   31,647 
Other (income) expense:           
Interest expense – net 2,772   2,699   6,052   6,641 
Loss on extinguishment of debt          4,285 
Other (income) expense 1,000   (8,832)  673   (6,553)
Income before income taxes 13,841   24,060   44,398   27,274 
Income tax expense (benefit) (24,485)     (24,200)  76 
Net income 38,326   24,060   68,598   27,198 
Net income attributable to redeemable noncontrolling interests 7,614   14,405   25,704   16,284 
Net income attributable to Class A Common Stockholders$30,712  $9,655  $42,894  $10,914 
                


VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
 
 Six Months Ended June 30, 
 2023  2022 
Cash flows from operating activities     
Net income$68,598  $27,198 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization 5,302   3,111 
Amortization of deferred financing costs and interest rate cap 453   575 
Equity-based compensation expense 12,910   8,909 
Loss on extinguishment of debt    4,285 
Change in fair value of warrants 673   (6,553)
Amortization of leases 295   1,177 
Loss on asset disposals 17    
Change in fair value of contingent consideration (1,018)   
Deferred taxes (24,577)   
Change in assets and liabilities:     
Accounts receivable (9,770)  (8,171)
Inventory (15,227)  (9,429)
Prepaid expenses and other current assets (16,696)  13,412 
Accounts payable 42,905   (638)
Accrued expenses and other current liabilities 13,586   (38,014)
Deferred revenue (1,913)  7,518 
Other non-current assets and liabilities 7,132   (1,974)
Net cash provided by operating activities 82,670   1,406 
Cash flows from investing activities     
Purchases of property and equipment (606)  (1,392)
Purchases of personal seat licenses (486)  (137)
Investments in developed technology (4,491)  (5,394)
Cash adjustment in acquisition    (8)
Net cash used in investing activities (5,583)  (6,931)
Cash flows from financing activities     
Payments of February 2022 First Lien Loan (1,375)  (687)
Repurchase of common stock as treasury stock (7,612)   
Cash paid for milestone payments (2,500)   
Tax distributions (11,016)   
Payments of June 2017 First Lien Loan    (465,712)
Proceeds from February 2022 First Lien Loan    275,000 
Payments of deferred financing costs and other debt-related costs    (4,856)
Net cash used in financing activities (22,503)  (196,255)
Net increase (decrease) in cash, cash equivalents, and restricted cash 54,584   (201,780)
Cash, cash equivalents, and restricted cash – beginning of period 252,290   489,810 
Cash, cash equivalents, and restricted cash – end of period$306,874  $288,030 
        

Use of Non-GAAP Financial Measures  

We present Adjusted EBITDA, which is a non-GAAP financial measure, because it is a measure frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Further, we believe this measure is helpful in highlighting trends in our operating results because it excludes the impact of items that are outside the control of management or not reflective of ongoing performance related directly to the operation of our business.

Adjusted EBITDA is a key measure used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. Moreover, we believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for making period-to-period comparisons of our business performance and highlighting trends in our operating results.

Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with GAAP and may exclude recurring costs, such as interest expense, equity-based compensation, litigation, settlements and related costs and change in value of warrants. In addition, other companies may calculate Adjusted EBITDA differently than us, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from Adjusted EBITDA.

The following is a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, net income (in thousands):

  Three Months Ended June 30,  Six Months Ended June 30, 
  2023  2022  2023  2022 
Net income $38,326  $24,060  $68,598  $27,198 
Income tax expense (benefit)  (24,485)     (24,200)  76 
Interest expense – net  2,772   2,699   6,052   6,641 
Depreciation and amortization  2,704   1,726   5,302   3,111 
Sales tax liability(1)     2,010      2,932 
Transaction costs(2)  4,488   2,345   4,944   3,747 
Equity-based compensation(3)  7,380   5,312   12,910   8,909 
Loss on extinguishment of debt(4)           4,285 
Litigation, settlements and related costs(5)  (66)  1,009   234   995 
Change in fair value of warrants(6)  1,000   (8,832)  673   (6,553)
Change in fair value of contingent consideration(7)  (1,052)     (1,018)   
Loss on asset disposals(8)  10      17    
Adjusted EBITDA $31,077  $30,329  $73,512  $51,341 


(1)We have historically incurred sales tax expense in jurisdictions where we expected to remit sales tax payments but were not yet collecting from customers. During the second half of 2021, we began collecting sales tax from customers in the required jurisdictions. The sales tax liability presented herein represents the tax liability for sales tax prior to the date we began collecting sales tax from customers reduced by abatements received, inclusive of any penalties and interest assessed by the jurisdictions. The remaining historic sales tax liability payments were made during the year ended December 31, 2022.
(2)Transaction costs consist of legal, accounting, tax and other professional fees; personnel-related costs, which consist of retention bonuses; and integration costs. Transaction costs recognized in 2023 were primarily related to expenses incurred in connection with a secondary offering by Hoya Topco, LLC of our Class A common stock, expenses incurred for strategic investments and legal expenses and retention bonuses related to our acquisition of Betcha Sports, Inc. (“Betcha,” which was rebranded as “Vivid Picks”). Transaction costs recognized in 2022 were primarily related to the merger transaction with Horizon Acquisition Corporation (the “Merger Transaction”), our acquisition of Betcha and the refinancing of the June 2017 First Lien Loan with the February 2022 First Lien Loan.
(3)We incur equity-based compensation expenses for profits interests issued prior to the Merger Transaction and equity granted pursuant to the 2021 Incentive Award Plan (the “2021 Plan”), which we do not consider to be indicative of our core operating performance. The 2021 Plan was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, directors and consultants. The 2021 Plan became effective on October 18, 2021.
(4)Losses incurred resulted from the extinguishment of the June 2017 First Lien Loan in February 2022.
(5)These amounts relate to external legal costs, settlement costs and insurance recoveries, which were unrelated to our core business operations.
(6)This relates to the revaluation of warrants to purchase common units of Hoya Intermediate, LLC held by Hoya Topco, LLC following the Merger Transaction.
(7)This relates to the revaluation of Vivid Picks cash earnouts.
(8)This relates to asset disposals, which are not considered indicative of our core operating performance.
  

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vivid seats is the largest independent online ticket marketplace, sending tens of millions of fans to live events. experiences matter- which is why we continue to grow year over year. we've unseated major rivals and secured exclusive new partnerships with iconic brands like espn and sports illustrated. our longstanding relationships with certified ticket re-sellers and our convenient fan-to-fan selling platform offer an unrivaled experience for both fans and sellers.