Q4 2024 Financial Results March 12, 2025 (Nasdaq: SEAT) Agenda 01 Business Highlights & Updates Stan Chia, Chief Executive Officer 02 Financial Results & Outlook Lawrence Fey, Chief Financial Officer This presentation contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "can," "continue," "could," "design," "estimate," "expect," "forecast," "future," "goal," "intend," "lik ...

Core Viewpoint - Vivid Seats Inc. has re-issued its financial results for the full year and fourth quarter of 2024 to correct cash flow statements, indicating ongoing adjustments in financial reporting practices [1] Company Performance - In 2024, Vivid Seats reported a Marketplace Gross Order Value (GOV) of $3.89 billion, a decrease of 1% from $3.92 billion in 2023 [5] - Revenues for 2024 were $775.6 million, reflecting a 9% increase from $712.9 million in 2023 [5] - The net income for 2024 was $14.3 million, down 87% from $113.1 million in 2023 [5] - Adjusted EBITDA for 2024 was $151.4 million, up 7% from $142.0 million in 2023 [5] Quarterly Performance - For Q4 2024, Marketplace GOV was $994.4 million, down 11% from $1.11 billion in Q4 2023 [5] - Revenues in Q4 2024 were $199.8 million, a slight increase of 1% from $198.3 million in Q4 2023 [5] - The net loss for Q4 2024 was $4.4 million, compared to a net income of $28.5 million in Q4 2023 [5] Operational Insights - The company experienced a significant increase in event cancellations, with 43,019 cancellations in Q4 2024 compared to 21,044 in Q4 2023 [11] - The total number of event cancellations for the year ended December 31, 2024, was 222,472, up from 99,078 in 2023 [11] Future Outlook - Vivid Seats anticipates Marketplace GOV, revenues, and adjusted EBITDA for 2025 to be in the range of $3.7 to $4.1 billion, $730 million to $810 million, and $110 million to $150 million, respectively [7] - The company expects a return to top-line growth in the second half of 2025 as it begins to lap easier comparisons from the previous year [3] Strategic Initiatives - The CEO highlighted the company's focus on international growth, particularly with the launch in Europe, and emphasized the importance of partnerships, including a new collaboration with United Airlines [2]

Core Viewpoint - Vivid Seats Inc. is conducting its fourth quarter and full year 2024 earnings conference call, highlighting its financial performance and future outlook [1][2]. Group 1: Company Overview - Vivid Seats is represented by key executives including Stan Chia (CEO) and Larry Fey (CFO) during the earnings call [2]. - The earnings press release and supplemental slides are accessible on the company's Investor Relations website [3]. Group 2: Financial Metrics - The call will discuss adjusted EBITDA, cash generation, and last 12 months net leverage, which are non-GAAP financial measures providing valuable insights for investors [5].

Financial Data and Key Metrics Changes - In Q4 2024, the company reported revenues of $200 million, a 1% increase year-over-year, and adjusted EBITDA of $33 million, a 5% decrease year-over-year [7][26] - For the full year 2024, revenues reached $776 million, a 9% increase year-over-year, while adjusted EBITDA was $151 million, a 7% increase year-over-year [7][26] - The company ended Q4 2024 with $243 million in unrestricted cash, having increased its cash balance by $41 million during the quarter [26] Business Line Data and Key Metrics Changes - Marketplace Gross Order Value (GOV) for Q4 2024 was $994 million, down 11% year-over-year, driven by a 12% reduction in total marketplace orders, although average order size increased by 2% [24] - For the full year 2024, marketplace GOV was approximately flat at $3.9 billion, with a 6% increase in total marketplace orders offset by a 6% decrease in average order size [24] Market Data and Key Metrics Changes - The company noted a mixed outlook for concert supply in North America, with early 2025 showing solid double-digit year-over-year concert growth that turned neutral to negative recently [41] - The competitive landscape remains intense, with the company expecting to return to top-line growth in the second half of 2025 after navigating challenging comparisons in the first half [21][28] Company Strategy and Development Direction - The company is focused on long-term growth opportunities in the live events sector, emphasizing investments in technology and marketing to enhance its platform [22][31] - Strategic partnerships, such as with United Airlines, are aimed at leveraging existing infrastructure to tap into new audiences and enhance customer engagement [20] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term tailwinds driving North American live events, despite a muted market backdrop in 2024 compared to the extraordinary growth of 2022 and 2023 [6][8] - The company anticipates a return to growth in the second half of 2025, supported by easier comparisons and new partnerships [28][86] Other Important Information - The company has launched its European expansion and is optimistic about scaling operations in international markets [15][55] - The implementation of the STC's new junk fee rule is viewed positively, as it promotes consumer transparency [59] Q&A Session Summary Question: Can you provide context on international expansion and its impact on EBITDA? - Management confirmed the launch in the UK and expressed optimism about expanding into other European countries, with a focus on achieving scale before prioritizing profits [36][37] Question: What is the outlook for concert supply in North America? - Management noted a mixed outlook, with early 2025 showing strong growth that has recently turned neutral to negative [41] Question: How will the company maintain market share amidst competitive pressures? - The company plans to focus on enhancing user engagement through its loyalty program and other initiatives, rather than competing solely on price [48] Question: What are the key investment priorities for scaling new international markets? - The focus is on ramping up supply in existing markets and leveraging relationships with local sellers to fuel growth [55] Question: How does the company view the impact of macroeconomic factors on live events? - Management indicated that live events have historically been resilient, but acknowledged potential softness in certain segments, particularly in the Vegas market [78] Question: Can you elaborate on the financial opportunity from Skybox Drive? - The potential revenue opportunity from Skybox Drive is estimated at around $10 million annually, though capturing the entire market is unlikely [68] Question: What is the company's stance on share buybacks and M&A? - Management reiterated that share buybacks are a core part of their capital allocation strategy, but they remain cautious about pursuing M&A in the near term [103]

Financial Data and Key Metrics Changes - In Q4 2024, the company reported revenues of $200 million, a 1% increase year-over-year, and adjusted EBITDA of $33 million, a 5% decrease year-over-year [7][26] - For the full year 2024, revenues reached $776 million, a 9% increase year-over-year, while adjusted EBITDA was $151 million, a 7% increase year-over-year [7][26] - The company generated $994 million in marketplace Gross Order Value (GOV) in Q4 2024, an 11% decrease year-over-year, with a 12% reduction in total marketplace orders [24][26] - The average order size increased by 2% year-over-year in Q4 2024 [24] Business Line Data and Key Metrics Changes - The loyalty program, Vivid Seats Rewards, saw repeat orders increase to 61% of total orders, indicating a strong trend in customer retention [10] - The Game Center initiative led to a doubling of app downloads year-over-year and quarter-over-quarter in Q4 2024, contributing to increased engagement [12] Market Data and Key Metrics Changes - The live event industry is expected to return to growth in 2025, following a muted 2024, with consumers prioritizing spending on live experiences [8] - The company is expanding its Total Addressable Market (TAM) through acquisitions and international expansion, with a focus on the UK and other European countries [15][36] Company Strategy and Development Direction - The company plans to increase investments in marketing and technology to drive long-term growth, despite competitive intensity in the market [22][30] - Strategic partnerships, such as with United Airlines, are aimed at enhancing customer engagement and expanding the user base [20] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term growth of the live events market, despite the competitive landscape in 2024 [6][21] - The company anticipates a return to top-line growth in the second half of 2025, aided by easier comparisons and new partnerships [21][29] Other Important Information - The company reduced the interest rate on its term loan, resulting in annualized savings of $3 million [26] - The guidance for 2025 includes marketplace GOV expectations of $3.7 billion to $4.1 billion and revenues of $730 million to $810 million [27] Q&A Session Summary Question: International expansion and EBITDA impact - Management confirmed the launch in the UK and expressed optimism about expanding into other European countries, with a focus on achieving scale before prioritizing profits [36][37] Question: Concert pipeline and North American activity - Management noted a mixed outlook for concert activity, with early 2025 showing solid growth but recent weeks indicating a neutral to negative trend [40][41] Question: Market share competition and loyalty program - Management emphasized the importance of repeat users and the effectiveness of the loyalty program in maintaining customer engagement [46][48] Question: Strategic M&A and buyback plans - Management indicated that share buybacks are a core part of their capital allocation strategy, but they remain cautious about M&A opportunities in the near term [50][104] Question: Marketing expenses and macroeconomic impacts - Management stated that marketing expenses are expected to align with volume, and they are monitoring macroeconomic conditions closely [72][78]

Part I [Business](index=6&type=section&id=Item%201.%20Business) Vivid Seats operates an online ticket marketplace with Marketplace and Resale segments, focusing on customer acquisition, brand, and seller tools [Our Business Model](index=6&type=section&id=Item%201.%20Business-Our%20Business%20Model) Vivid Seats operates two segments: Marketplace, earning fees as an intermediary, and Resale, involving direct ticket acquisition and resale - The business is structured into two main segments: Marketplace and Resale[28](index=28&type=chunk) - The Marketplace segment includes owned properties like Vivid Seats, Vegas.com (acquired Nov 2023), Wavedash (acquired Sep 2023), and the daily fantasy sports app Vivid Picks. It earns revenue primarily from service and delivery fees without holding ticket inventory[29](index=29&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - The Resale segment actively buys tickets to resell on secondary marketplaces, including its own[35](index=35&type=chunk) - Skybox, a proprietary and free-to-use Enterprise Resource Planning (ERP) tool, is provided to ticket sellers to manage inventory and pricing, and is the most widely adopted ERP by professional ticket sellers[34](index=34&type=chunk) [Our Growth Strategies](index=7&type=section&id=Item%201.%20Business-Our%20Growth%20Strategies) Growth strategies focus on customer acquisition, brand awareness, retention, seller tools, and expanding partnerships - Utilize performance marketing and alternative channels (e.g., Vegas.com) to acquire new customers[36](index=36&type=chunk) - Enhance brand awareness and value proposition through the Vivid Seats Rewards Program, which offers a free 11th ticket[37](index=37&type=chunk) - Increase customer retention and engagement through personalized content, the loyalty program, and interactive features like Game Center and Vivid Picks[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - Develop more seller tools, such as the recently launched subscription add-on Skybox Drive, to attract and retain sellers by improving their business efficiency[42](index=42&type=chunk)[48](index=48&type=chunk) - Expand partnerships across media (e.g., ESPN), product/service, distribution, and content rights holders to generate sales and build brand recognition[44](index=44&type=chunk)[47](index=47&type=chunk) [Competition](index=12&type=section&id=Item%201.%20Business-Competition) Vivid Seats faces intense competition from major ticketing platforms, leveraging its loyalty program and proprietary tools as advantages - Primary competitors in the ticketing market are **StubHub, Ticketmaster, SeatGeek, and TicketNetwork**[61](index=61&type=chunk) - Key competitive advantages include the **Vivid Seats Rewards Program**, proprietary performance marketing algorithms, and the free-to-use **Skybox ERP**, which is the most widely adopted in the industry[61](index=61&type=chunk) - Vivid Picks faces a highly competitive gaming market, differentiating itself with an easy-to-use mobile app that integrates social features and ticket purchasing[62](index=62&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including event dependency, intense competition, regulatory compliance, cybersecurity, and a material weakness in internal controls - The business is highly dependent on the supply and demand for live events, which can be affected by economic conditions and other factors outside the company's control[98](index=98&type=chunk)[99](index=99&type=chunk) - A **material weakness** in internal control over financial reporting has been identified, related to segregation of duties, defined roles in finance/accounting, and a lack of personnel with sufficient technical accounting and SEC reporting experience[189](index=189&type=chunk)[193](index=193&type=chunk) - The company is party to a Tax Receivable Agreement (TRA) that requires substantial cash payments to Hoya Topco for certain tax benefits, which could be significant[177](index=177&type=chunk) - Intense competition from providers like StubHub and Ticketmaster, and reliance on search engine algorithms (e.g., Google) for traffic, pose significant risks[102](index=102&type=chunk)[104](index=104&type=chunk) - The company faces risks from complex and evolving government regulations, particularly concerning ticket resale restrictions and data privacy laws like CCPA and GDPR[126](index=126&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) - As of December 31, 2024, goodwill of approximately **$943.1 million** represented about **57.6% of total assets**, and future impairment could adversely affect financial condition[124](index=124&type=chunk) [Unresolved Staff Comments](index=37&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the SEC - None[210](index=210&type=chunk) [Cybersecurity](index=37&type=section&id=Item%201C.%20Cybersecurity) Vivid Seats manages cybersecurity risks through a program overseen by the Audit Committee and a cross-functional management team - The Board of Directors has delegated oversight of cybersecurity risks to the Audit Committee, which receives regular reports from management[214](index=214&type=chunk) - A cross-functional management team, reporting to the CTO, is responsible for managing the cybersecurity program, including the incident response plan[216](index=216&type=chunk) - The cybersecurity program includes periodic risk assessments, a security incident response team, use of third-party service providers for testing, and required annual employee training[213](index=213&type=chunk) [Properties](index=38&type=section&id=Item%202.%20Properties) The company leases its 53,000 sq ft Chicago headquarters through 2033, plus facilities in Texas, Nevada, Canada, and Japan - The company's headquarters in Chicago, Illinois, is a leased space of approximately **53,000 square feet** under a lease agreement extending to **December 31, 2033**[218](index=218&type=chunk) - Additional leased facilities are located in Coppell, Texas; Las Vegas, Nevada; Toronto, Canada; and Tokyo, Japan[218](index=218&type=chunk) [Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no material legal proceedings - None[220](index=220&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[220](index=220&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock trades on Nasdaq, with no current dividend plans and an active share repurchase program - Class A common stock and warrants are listed on Nasdaq under symbols '**SEAT**' and '**SEATW**'[223](index=223&type=chunk) - The company has no current intention to pay cash dividends and plans to retain future earnings for operations and growth[225](index=225&type=chunk) Share Repurchase Program Status as of Dec 31, 2024 | Program | Authorization | Remaining Value | | :--- | :--- | :--- | | 2024 Share Repurchase Program | $100.0 million | $77.2 million | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=41&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2024, revenues grew 9% to $775.6 million, while net income decreased to $14.3 million due to a prior-year tax benefit, with Adjusted EBITDA increasing Key Financial and Business Metrics (2022-2024) | Metric | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Marketplace GOV (in thousands) | $3,892,645 | $3,920,526 | $3,184,754 | | Revenues (in thousands) | $775,586 | $712,879 | $600,274 | | Net income (in thousands) | $14,302 | $113,141 | $70,779 | | Adjusted EBITDA (in thousands) | $151,419 | $141,982 | $113,325 | | Marketplace orders (in thousands) | 11,556 | 10,898 | 9,183 | - Revenues increased by **9%** in 2024, driven by higher order volumes in both Marketplace and Resale segments, partly due to the full-year impact of the Vegas.com and Wavedash acquisitions[271](index=271&type=chunk)[272](index=272&type=chunk) - Net income significantly decreased to **$14.3 million** in 2024 from **$113.1 million** in 2023. This was primarily because 2023 results included a large income tax benefit from the release of a valuation allowance on deferred tax assets[270](index=270&type=chunk)[298](index=298&type=chunk) - The company completed the acquisition of Vegas.com in November 2023 for **$248.3 million** and Wavedash in September 2023 for approximately **$74.3 million**[263](index=263&type=chunk)[264](index=264&type=chunk) - As of December 31, 2024, the company had cash and cash equivalents of **$243.5 million** and total debt of **$393.0 million** under its 2024 First Lien Loan[170](index=170&type=chunk)[166](index=166&type=chunk) [Results of Operations (2024 vs. 2023)](index=47&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Results%20of%20Operations) In 2024, revenues grew 9% to $775.6 million, but net income dropped 87% to $14.3 million due to increased operating expenses and tax changes Comparison of Operations (in thousands) | Line Item | 2024 | 2023 | % Change | | :--- | :--- | :--- | :--- | | **Revenues** | **$775,586** | **$712,879** | **9%** | | Marketplace revenues | $647,891 | $597,388 | 8% | | Resale revenues | $127,695 | $115,491 | 11% | | **Total costs and expenses** | **$733,361** | **$631,541** | **16%** | | Cost of revenues | $201,854 | $182,184 | 11% | | Marketing and selling | $285,146 | $274,096 | 4% | | General and administrative | $202,123 | $159,081 | 27% | | Depreciation and amortization | $44,238 | $17,178 | 158% | | **Income from operations** | **$42,225** | **$81,338** | **(48)%** | | **Net income** | **$14,302** | **$113,141** | **(87)%** | - Marketplace revenue growth was driven by a **6% increase** in Marketplace orders, particularly for theater events, and a higher take rate. This was partially offset by a **$25.3 million** decrease in concert revenues[273](index=273&type=chunk)[274](index=274&type=chunk) - The **27% increase** in General and Administrative expenses was primarily due to higher personnel costs, including equity-based compensation, and expenses related to the full-year inclusion of the Vegas.com and Wavedash acquisitions[290](index=290&type=chunk)[291](index=291&type=chunk) - Depreciation and amortization expenses increased by **$27.1 million (158%)** mainly due to intangible assets acquired in the 2023 acquisitions and increased capitalized development costs[294](index=294&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $243.5 million cash, refinanced debt to $395.0 million, and has a $100.0 million share repurchase program - As of December 31, 2024, the company had **$243.5 million** in cash and cash equivalents[300](index=300&type=chunk) - In June 2024, the company entered into a new **$395.0 million** term loan (the '2024 First Lien Loan') maturing in 2029, refinancing its previous debt[303](index=303&type=chunk)[552](index=552&type=chunk) - The company has a **$100.0 million** share repurchase program authorized in February 2024, with **$77.2 million** remaining available as of year-end[310](index=310&type=chunk) - Future payments under the Tax Receivable Agreement (TRA) are estimated to be approximately **$159.7 million** over the next 14 years, contingent upon generating sufficient taxable income[317](index=317&type=chunk) [Critical Accounting Policies and Estimates](index=55&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve significant estimates for revenue recognition, equity-based compensation, asset impairment, and deferred tax assets - Revenue recognition requires significant estimates for future cancellation charges, breakage income on unused customer credits, and future usage of the Vivid Seats Rewards Program[330](index=330&type=chunk)[333](index=333&type=chunk)[335](index=335&type=chunk) - Goodwill and indefinite-lived intangible assets are tested for impairment annually (on October 31) or more frequently if indicators exist. No impairment was recorded for goodwill or indefinite-lived intangible assets in 2024[341](index=341&type=chunk)[343](index=343&type=chunk)[345](index=345&type=chunk) - The company maintains a valuation allowance against deferred tax assets it believes are not more likely than not to be realized, requiring significant judgment about future taxable income[349](index=349&type=chunk)[350](index=350&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=59&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risks are interest rate fluctuations on debt and foreign currency exchange rate changes impacting international operations - A hypothetical **1% change** in interest rates would have impacted interest expense by **$3.4 million** for the year ended December 31, 2024[358](index=358&type=chunk) - A hypothetical **10% change** in foreign exchange rates would have impacted the foreign currency translation adjustment by **$2.4 million** as of December 31, 2024[360](index=360&type=chunk) [Financial Statements and Supplementary Data](index=60&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2022-2024, including balance sheets, income statements, and cash flows Consolidated Balance Sheet Data (in thousands) | Account | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$1,636,096** | **$1,550,099** | | Cash and cash equivalents | $243,482 | $125,484 | | Goodwill – net | $943,119 | $947,359 | | **Total Liabilities** | **$1,022,061** | **$963,340** | | Accounts payable | $232,984 | $257,514 | | Long-term debt – net | $384,960 | $264,632 | | TRA liability | $155,720 | $165,699 | | **Total Shareholders' Equity** | **$261,113** | **$105,017** | Consolidated Statement of Operations Data (in thousands) | Account | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenues | $775,586 | $712,879 | $600,274 | | Income from operations | $42,225 | $81,338 | $78,105 | | Net income | $14,302 | $113,141 | $70,779 | | Net income attributable to Class A common stockholders | $9,425 | $74,536 | $28,662 | Consolidated Cash Flow Data (in thousands) | Activity | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $53,922 | $147,320 | $14,375 | | Net cash used in investing activities | $(26,742) | $(225,641) | $(15,415) | | Net cash provided by (used in) financing activities | $86,079 | $(43,430) | $(236,480) | [Controls and Procedures](index=112&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of December 31, 2024, due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2024, due to a **material weakness** in internal control over financial reporting[682](index=682&type=chunk)[686](index=686&type=chunk) - The material weakness stems from deficiencies in segregation of duties, undefined roles within finance/accounting, and insufficient personnel with technical accounting and SEC reporting experience[683](index=683&type=chunk) - Remediation efforts in 2024 included implementing segregation of duties, defining roles, hiring more experienced personnel, and designing new internal controls. The material weakness will be considered remediated once these controls operate effectively for a sufficient period[684](index=684&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=114&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2025 proxy statement - Information regarding directors and executive officers is located in Part I, Item 1 of the report[695](index=695&type=chunk) - The remaining information required by this item is incorporated by reference from the forthcoming 2025 annual meeting proxy statement[697](index=697&type=chunk) [Executive Compensation](index=114&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation information is incorporated by reference from the 2025 Annual Meeting of Stockholders proxy statement - The information required by this item is incorporated by reference from the definitive proxy statement for the 2025 Annual Meeting of Stockholders[699](index=699&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=114&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information for beneficial owners and management is incorporated by reference from the 2025 proxy statement - The information required by this item is incorporated by reference from the definitive proxy statement for the 2025 Annual Meeting of Stockholders[700](index=700&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=114&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2025 proxy statement - The information required by this item is incorporated by reference from the definitive proxy statement for the 2025 Annual Meeting of Stockholders[701](index=701&type=chunk) [Principal Accountant Fees and Services](index=114&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Principal accountant fees and services information is incorporated by reference from the 2025 Annual Meeting of Stockholders proxy statement - The information required by this item is incorporated by reference from the definitive proxy statement for the 2025 Annual Meeting of Stockholders[703](index=703&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=115&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including key corporate agreements, certifications, and XBRL data files - Lists all exhibits filed with the report, including foundational agreements like the Transaction Agreement, Stockholders' Agreement, and Tax Receivable Agreement[707](index=707&type=chunk)[709](index=709&type=chunk) - Includes amendments to key agreements, such as the First Lien Credit Agreement, which was amended multiple times, most recently in February 2025[710](index=710&type=chunk)[713](index=713&type=chunk) - Certifications by the Principal Executive Officer and Principal Financial Officer under Sarbanes-Oxley Sections 302 and 906 are filed as exhibits[713](index=713&type=chunk) [Form 10-K Summary](index=118&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports that there is no Form 10-K summary - None[715](index=715&type=chunk)

Financial Performance - Marketplace Gross Order Value (GOV) for 2024 was $3,892.6 million, down 1% from $3,920.5 million in 2023[5] - Revenues for 2024 reached $775.6 million, an increase of 9% from $712.9 million in 2023[5] - Net income for 2024 was $14.3 million, a decrease of 87% from $113.1 million in 2023[5] - Adjusted EBITDA for 2024 was $151.4 million, up 7% from $142.0 million in 2023[5] - Revenues for Q4 2024 were $199.8 million, a slight increase of 1% from $198.3 million in Q4 2023[5] - Revenues for the three months ended December 31, 2024, were $199,813 thousand, a slight increase from $198,303 thousand in the same period of 2023, while total revenues for the year ended December 31, 2024, reached $775,586 thousand, up from $712,879 thousand in 2023, representing a year-over-year growth of approximately 8.8%[19] - Adjusted EBITDA for the year ended December 31, 2024, was $151,419 thousand, compared to $141,982 thousand in 2023, reflecting an increase of approximately 6.5%[25] Future Projections - The company anticipates Marketplace GOV for 2025 to be in the range of $3.7 to $4.1 billion[14] - Expected revenues for 2025 are projected to be between $730.0 million and $810.0 million[14] - Adjusted EBITDA for 2025 is forecasted to be in the range of $110.0 to $150.0 million[14] Cancellations and Events - The company experienced 222,472 event cancellations in 2024, compared to 99,078 in 2023, indicating a significant increase in cancellations[7] Costs and Expenses - Total costs and expenses for the three months ended December 31, 2024, were $196,911 thousand, compared to $188,207 thousand in the same period of 2023, indicating an increase of about 4.5%[19] - Marketing and selling expenses for the year ended December 31, 2024, totaled $285,146 thousand, up from $274,096 thousand in 2023, marking an increase of approximately 4.3%[19] - Depreciation and amortization expenses for the year ended December 31, 2024, were $44,238 thousand, significantly higher than $17,178 thousand in 2023, reflecting a year-over-year increase of about 157.5%[19] - Interest expense for the year ended December 31, 2024, was $23,172 thousand, compared to $13,505 thousand in 2023, representing an increase of approximately 71.9%[19] Cash Flow - Cash provided by operating activities for the year ended December 31, 2024, was $53,922 thousand, down from $147,320 thousand in 2023, indicating a decrease of about 63.4%[21] - The company reported a net cash increase of $112,214 thousand for the year ended December 31, 2024, compared to a decrease of $119,856 thousand in 2023[21] Strategic Focus - The company plans to continue focusing on strategic investments and acquisitions to enhance its market position and operational efficiency[25]

Core Insights - Vivid Seats Inc. reported its financial results for the full year and fourth quarter ended December 31, 2024, highlighting a mixed performance with a decline in Marketplace Gross Order Value (GOV) but an increase in revenues and adjusted EBITDA [1][5]. Financial Performance - For the full year 2024, Marketplace GOV was $3,892.6 million, down 1% from $3,920.5 million in 2023 [5]. - Revenues for 2024 increased by 9% to $775.6 million from $712.9 million in 2023 [5]. - Adjusted EBITDA rose by 7% to $151.4 million compared to $142.0 million in 2023 [5]. - Net income for 2024 was $14.3 million, a significant decrease of 87% from $113.1 million in 2023 [5]. Fourth Quarter Highlights - In Q4 2024, Marketplace GOV was $994.4 million, down 11% from $1,112.3 million in Q4 2023 [5]. - Revenues for Q4 2024 were $199.8 million, a slight increase of 1% from $198.3 million in Q4 2023 [5]. - The company reported a net loss of $4.4 million in Q4 2024, compared to a net income of $28.5 million in Q4 2023 [5]. Operational Metrics - The number of Marketplace orders for the full year 2024 was 11,556, up from 10,898 in 2023 [4]. - The number of event cancellations increased significantly, with 222,472 cancellations in 2024 compared to 99,078 in 2023, impacting Marketplace GOV [10]. Strategic Initiatives - The company is focusing on international growth, having initiated its European launch, and is optimistic about long-term trends in the North American live events market [2]. - Vivid Seats is enhancing its technology platform with innovations like Game Center and Skybox Drive to improve seller functionality and marketplace efficiency [2]. 2025 Financial Outlook - For 2025, Vivid Seats anticipates Marketplace GOV in the range of $3.7 to $4.1 billion, revenues between $730.0 to $810.0 million, and adjusted EBITDA between $110.0 to $150.0 million [6].

Core Insights - Vivid Seats Inc. released its 2025 MLB Fan Loyalty Report, highlighting fan dedication and ticket demand trends for the upcoming MLB season [1][2] Ticket Demand and Pricing - Approximately 32% of Americans are eager to attend an MLB game in person this year, indicating strong interest [2] - The average price of MLB regular-season tickets has increased year-over-year, reflecting a growing demand for in-person attendance [2] Trending Teams and Games - The Los Angeles Dodgers are identified as the top trending team for ticket prices in the 2025 season, with their Opening Day game against the Detroit Tigers being the second hottest ticket [3][5] - The Detroit Tigers experienced a 29% increase in average ticket price compared to the previous season, showcasing their rising popularity [3][5] Fan Loyalty and Travel Patterns - The Los Angeles Dodgers have a dedicated fanbase, with 42% of fans attending games on the road, followed closely by the New York Yankees at 41% [4][12] - Fans are traveling an average of over 890 miles to attend games at Fenway Park for the Boston Red Sox, indicating strong support for the team [4][12] Most Traveled to Ballparks - The Atlanta Braves have the most widespread fanbase, covering 480 counties primarily in Southern States [6][12] - The average distances fans travel to attend games are significant, with the Boston Red Sox leading at 892 miles [12] Engagement and Promotions - Vivid Seats is promoting its app, which offers rewards for ticket purchases and features a trivia game for fans to earn discounts and enter drawings for free tickets [7][8]

Core Insights - Vivid Seats Inc. will report its financial results for Q4 and full year 2024 on March 12, 2025, before the U.S. stock market opens [1] - A live webcast discussing the results will take place at 8:30 a.m. ET on the same day [1][2] Company Overview - Founded in 2001, Vivid Seats is a leading online ticket marketplace that connects fans with live events, artists, and teams [3] - The company offers a wide selection of events and tickets in North America and features an industry-leading rewards program [3] - Vivid Seats also owns Vivid Picks, a daily fantasy sports app, and has been recognized for its customer service in ticketing [3]