Closing Remarks Stan Chia, Chief Executive Officer Key Takeaways Vivid Seats • Sustained Double-Digit Growth We forecast continued double-digit growth on both top and bottom line for 2024 and compounding double-digit growth on a sustained basis as we capture continued live event growth in North America and expand abroad Strong and Improving Profitability We expect to drive methodical Adjusted EBITDA margin improvement as we leverage domestic and international investments Robust Cash Flow and Capital Deploym ...

Vivid Seats Inc. (NASDAQ:SEAT) Q1 2024 Earnings Conference Call May 7, 2024 8:30 AM ET Company Participants Stan Chia - CEO Larry Fey - CFO Kate Africk - Head of IR Conference Call Participants Ryan Sigdahl - Craig-Hallum Capital Group Curt Nagle - BOA Dan Kurnos - The Benchmark Company Maria Ripps - Canaccord Matt Farrell - Piper Sandler Cameron Mansson-Perrone - Morgan Stanley Thomas Forte - Maxim Group Andrew Marok - Raymond James Ralph Schackart - William Blair Operator Good morning, and welcome to the ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR Vivid Seats Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 24 E. Washington Street, Suite 900 Chicago, Illinois 60602 (Address of principal executive offices) (Zip Code) ...

Exhibit 99.1 Vivid Seats Delivers Strong First Quarter Results Q1 2024 Marketplace GOV of >$1 Billion (+20% YoY) CHICAGO, IL – May 7, 2024 – 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 first quarter ended March 31, 2024. "We are proud to deliver another strong quarter, showcasing the ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 r FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-40926 Vivid Seats Inc. (Exact Name of registrant as specified in its charter) Delaware 86-3355184 (State or ot ...

Vivid Seats Inc. (NASDAQ:SEAT) Q4 2023 Earnings Conference Call March 5, 2024 8:30 AM ET Company Participants Stan Chia - CEO Larry Fey - CFO Kate Africk - Head of IR Conference Call Participants Ralph Schackart - William Blair Maria Ripps - Canaccord Genuity Curt Nagle - Bank of America Securities Jason Bazinet - Citi Matt Farrell - Piper Sandler Cameron Mansson-Perrone - Morgan Stanley Benjamin Black - Deutsche Bank Brad Erickson - RBC Capital Markets Ryan Sigdahl - Craig-Hallum Capital Group Dan Kurnos - ...

| --- | --- | --- | |------------------------------|-------|-------| | | | | | | | | | Q4 2023 Financial Results | | | | March 5, 2024 (Nasdaq: SEAT) | | | Business Highlights & Updates Stan Chia, Chief Executive Officer Investments Delivering Powerful Results Marketplace GOV and Revenues Net Income and Adjusted EBITDA $45,000 40% $3,138 $24,060 $18,747 $24,834 $30,272 $38,326 $16,018 $22,429 2% 16% 12% 15% 19% 23% 9% 11% 0% 5% 10% 15% 20% 25% 30% 35% $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,00 ...

Executive Summary & Business Highlights [Full Year 2023 Performance Overview](index=1&type=section&id=Full%20Year%202023%20Performance%20Overview) Vivid Seats achieved significant top and bottom-line growth in 2023, with Marketplace GOV up 23% and revenues up 19%. Net income surged by 51%, and Adjusted EBITDA increased by 25%. The company also expanded its Total Addressable Market (TAM) through strategic acquisitions and improved repeat order mix Full Year 2023 Financial Highlights | Metric | 2023 (Millions) | 2022 (Millions) | YoY Change | | :--- | :--- | :--- | :--- | | Marketplace GOV | $3,920.5 | $3,184.8 | +23% | | Revenues | $712.9 | $600.3 | +19% | | Net income | $107.0 | $70.8 | +51% | | Adjusted EBITDA | $142.0 | $113.3 | +25% | - Expanded Total Addressable Market (TAM) through strategic acquisitions[3](index=3&type=chunk)[4](index=4&type=chunk) - Mix of accretive repeat orders increased by **300 basis points**[3](index=3&type=chunk) [Fourth Quarter 2023 Performance Overview](index=1&type=section&id=Fourth%20Quarter%202023%20Performance%20Overview) In Q4 2023, Vivid Seats continued its growth trajectory with Marketplace GOV increasing by 31% and revenues by 20%. Adjusted EBITDA also saw a 4% increase, though net income experienced a 10% decrease compared to Q4 2022 Fourth Quarter 2023 Financial Highlights | Metric | Q4 2023 (Millions) | Q4 2022 (Millions) | YoY Change | | :--- | :--- | :--- | :--- | | Marketplace GOV | $1,112.3 | $846.0 | +31% | | Revenues | $198.3 | $165.0 | +20% | | Net income | $22.4 | $24.8 | -10% | | Adjusted EBITDA | $35.1 | $33.7 | +4% | [Strategic Initiatives and 2024 Outlook](index=1&type=section&id=Strategic%20Initiatives%20and%202024%20Outlook) Vivid Seats is accelerating investments for international expansion and M&A, targeting a $63 billion global ticketing TAM. The company also authorized a new $100 million share repurchase program and provided a positive financial outlook for 2024, anticipating continued double-digit growth - Targeting a growing **$63 billion** global ticketing Total Addressable Market (TAM)[3](index=3&type=chunk) - Accelerating investments to launch in new markets, support international expansion, and M&A[3](index=3&type=chunk)[4](index=4&type=chunk) - Newly authorized **$100 million** share repurchase program[4](index=4&type=chunk) - Anticipates sustained double-digit growth and long-term value[3](index=3&type=chunk) Key Performance Indicators [Marketplace Gross Order Value (GOV)](index=1&type=section&id=Marketplace%20Gross%20Order%20Value%20(GOV)) Marketplace GOV showed strong growth, increasing 23% year-over-year to $3,920.5 million for the full year 2023 and 31% to $1,112.3 million for Q4 2023. Event cancellations had a reduced negative impact in 2023 compared to 2022 Marketplace GOV (in thousands) | Period | 2023 | 2022 | YoY Change | | :--- | :--- | :--- | :--- | | Full Year | $3,920,526 | $3,184,754 | +23% | | Q4 | $1,112,326 | $845,965 | +31% | Impact of Event Cancellations on Marketplace GOV (in millions) | Period | 2023 Impact | 2022 Impact | | :--- | :--- | :--- | | Full Year | $(43.6) | $(80.3) | | Q4 | $(9.8) | $(17.0) | [Total Orders (Marketplace & Resale)](index=1&type=section&id=Total%20Orders%20(Marketplace%20%26%20Resale)) Total Marketplace orders grew by 18.7% for the full year 2023 and 36.3% for Q4 2023. Total Resale orders also increased, with a 21.4% rise for the full year and 21.6% for Q4. Event cancellations for both segments significantly decreased in 2023 Total Marketplace Orders (in thousands) | Period | 2023 | 2022 | YoY Change | | :--- | :--- | :--- | :--- | | Full Year | 10,898 | 9,183 | +18.7% | | Q4 | 2,974 | 2,182 | +36.3% | Total Resale Orders (in thousands) | Period | 2023 | 2022 | YoY Change | | :--- | :--- | :--- | :--- | | Full Year | 380 | 313 | +21.4% | | Q4 | 107 | 88 | +21.6% | - Marketplace event cancellations decreased to **99,078** in 2023 from **199,595** in 2022[8](index=8&type=chunk) - Resale event cancellations decreased to **2,910** in 2023 from **5,205** in 2022[16](index=16&type=chunk) [Adjusted EBITDA](index=1&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA for the full year 2023 increased by 25% to $142.0 million, and for Q4 2023, it grew by 4% to $35.1 million, demonstrating expanding profit margins Adjusted EBITDA (in thousands) | Period | 2023 | 2022 | YoY Change | | :--- | :--- | :--- | :--- | | Full Year | $141,982 | $113,325 | +25% | | Q4 | $35,103 | $33,700 | +4% | Consolidated Financial Statements [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2023, total assets increased significantly to $1,550.1 million from $1,151.4 million in 2022, primarily driven by increases in goodwill and intangible assets due to acquisitions. Total liabilities also rose, while shareholders' equity shifted from a deficit to a positive balance Consolidated Balance Sheet Highlights (in thousands) | Metric | Dec 31, 2023 | Dec 31, 2022 | Change | | :--- | :--- | :--- | :--- | | Total Assets | $1,550,099 | $1,151,431 | +$398,668 | | Total Liabilities | $963,340 | $671,269 | +$292,071 | | Shareholders' Equity (Deficit) | $105,017 | $(382,698) | +$487,715 | | Cash and cash equivalents | $125,484 | $251,542 | -$126,058 | | Goodwill | $947,359 | $715,258 | +$232,101 | | Intangible assets – net | $241,155 | $81,976 | +$159,179 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) For the full year 2023, revenues increased by 19% to $712.9 million, and net income grew by 51% to $107.0 million. However, Q4 2023 saw a 10% decrease in net income despite a 20% revenue increase, mainly due to higher operating expenses, particularly marketing and selling, and general and administrative costs Consolidated Statements of Operations Highlights (in thousands) | Metric | FY 2023 | FY 2022 | YoY Change (FY) | Q4 2023 | Q4 2022 | YoY Change (Q4) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenues | $712,879 | $600,274 | +19% | $198,303 | $164,990 | +20% | | Income from operations | $81,338 | $78,105 | +4.1% | $10,096 | $24,757 | -59.3% | | Net income | $107,045 | $70,779 | +51% | $22,429 | $24,834 | -10% | | Marketing and selling (FY) | $274,096 | $248,375 | +10.4% | | | | | General and administrative (FY) | $159,081 | $127,619 | +24.7% | | | | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly increased to $147.3 million in 2023 from $14.4 million in 2022. However, cash used in investing activities surged to $225.6 million, primarily due to business acquisitions, leading to a net decrease in cash, cash equivalents, and restricted cash for the year Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | FY 2023 | FY 2022 | Change | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $147,320 | $14,375 | +$132,945 | | Net cash used in investing activities | $(225,641) | $(15,415) | -$210,226 | | Net cash used in financing activities | $(43,430) | $(236,480) | +$193,050 | | Net decrease in cash, cash equivalents, and restricted cash | $(119,856) | $(237,520) | +$117,664 | | Acquisition of business, net of cash acquired | $(206,865) | $(8) | -$206,857 | 2024 Financial Outlook [Financial Guidance](index=3&type=section&id=Financial%20Guidance) Vivid Seats provided its financial outlook for the year ending December 31, 2024, projecting continued growth across Marketplace GOV, Revenues, and Adjusted EBITDA. The Adjusted EBITDA outlook reflects a revision from previous guidance 2024 Financial Outlook | Metric | Range | | :--- | :--- | | Marketplace GOV | $4.2 billion to $4.5 billion | | Revenues | $810.0 million to $840.0 million | | Adjusted EBITDA | $160.0 million to $170.0 million | - The Adjusted EBITDA outlook reflects a revision from the initial outlook provided in November 2023[10](index=10&type=chunk) Corporate and Strategic Updates [Chief Technology Officer Appointment](index=3&type=section&id=Chief%20Technology%20Officer%20Appointment) Vivid Seats announced the appointment of Stefano Langenbacher as the new Chief Technology Officer, replacing Jon Wagner in March 2024. Langenbacher brings extensive experience in e-commerce technology leadership, which will be crucial for optimizing global platforms and supporting international expansion - Stefano Langenbacher appointed as Chief Technology Officer, effective **March 2024**[11](index=11&type=chunk) - Jon Wagner, the outgoing CTO, will serve in a technical advisor role for a smooth transition[11](index=11&type=chunk) - Langenbacher's expertise in optimizing global platforms and international tech stacks is expected to be invaluable for international expansion[12](index=12&type=chunk) [Share Repurchase Program](index=1&type=section&id=Share%20Repurchase%20Program) Vivid Seats authorized a new $100 million share repurchase program, demonstrating the company's commitment to returning value to shareholders and strategically deploying cash flow - A new **$100 million** share repurchase program has been authorized[4](index=4&type=chunk) - Approximately **three million shares** were repurchased in 2023[4](index=4&type=chunk) Company Information [About Vivid Seats](index=3&type=section&id=About%20Vivid%20Seats) Founded in 2001, Vivid Seats is a leading online ticket marketplace connecting fans to live events. It offers a wide selection of tickets, an industry-leading rewards program, and is the official ticketing partner for major entertainment brands. The company also owns Vivid Picks, a daily fantasy sports app - Leading online ticket marketplace connecting millions of buyers with thousands of ticket sellers[2](index=2&type=chunk)[14](index=14&type=chunk) - Offers one of the widest selections of events and tickets in North America and an industry-leading Vivid Seats Rewards program[14](index=14&type=chunk) - Official ticketing partner for brands including ESPN, Rolling Stone, and the Los Angeles Clippers[14](index=14&type=chunk) - Owns Vivid Picks, a daily fantasy sports app[14](index=14&type=chunk) [Webcast Details](index=3&type=section&id=Webcast%20Details) Vivid Seats hosted a webcast on March 5, 2024, to discuss its full year and Q4 2023 financial results, business updates, and financial outlook - Webcast held on **March 5, 2024**, at **8:30 a.m. Eastern Time**[13](index=13&type=chunk) - Discussed full year and fourth quarter 2023 financial results, business updates, and financial outlook[13](index=13&type=chunk) - Access to the live webcast and supplemental earnings presentation available on the Vivid Seats Investor Relations website[13](index=13&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) The press release contains forward-looking statements regarding future operating results, financial position, industry growth, TAM, business strategy, and the share repurchase program. These statements are subject to various risks and uncertainties, and actual results may differ materially - Forward-looking statements relate to future operating results, financial position, industry growth, TAM, business strategy, and the share repurchase program[17](index=17&type=chunk) - Statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions, which may cause actual results to differ materially[17](index=17&type=chunk) - Important factors that could cause differences include ability to generate cash flows, supply/demand of events, relationships with partners, search engine algorithms, competition, acquisitions, economic conditions, and cybersecurity risks[17](index=17&type=chunk) - Financial results in this press release are preliminary and subject to change prior to the filing of the Annual Report on Form 10-K[17](index=17&type=chunk) Non-GAAP Financial Measures [Explanation of Adjusted EBITDA](index=9&type=section&id=Explanation%20of%20Adjusted%20EBITDA) Adjusted EBITDA is presented as a non-GAAP financial measure to provide investors with useful information for evaluating operating results and making period-to-period comparisons. It is used internally by management for operational decisions and excludes items not reflective of core business performance - Adjusted EBITDA is a non-GAAP financial measure used by analysts, investors, and management to evaluate operating results and make period-to-period comparisons[25](index=25&type=chunk)[26](index=26&type=chunk) - It excludes items outside of company control or not reflective of ongoing core business performance, such as interest expense, equity-based compensation, and changes in fair value of warrants/derivatives[25](index=25&type=chunk)[27](index=27&type=chunk) - Adjusted EBITDA is not a substitute for GAAP measures and may not be comparable to similarly titled measures used by other companies[27](index=27&type=chunk) [Reconciliation of Adjusted EBITDA to Net Income](index=9&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA%20to%20Net%20Income) A detailed reconciliation is provided, showing the adjustments made to net income to arrive at Adjusted EBITDA for both the three months and years ended December 31, 2023 and 2022. Key adjustments include income tax benefit, interest expense, depreciation and amortization, equity-based compensation, and transaction costs Adjusted EBITDA Reconciliation (in thousands) | Adjustment | Q4 2023 | Q4 2022 | FY 2023 | FY 2022 | | :--- | :--- | :--- | :--- | :--- | | Net income | $22,429 | $24,834 | $107,045 | $70,779 | | Income tax benefit | $(14,498) | $(1,784) | $(36,103) | $(1,590) | | Interest expense – net | $4,909 | $3,316 | $13,505 | $12,858 | | Depreciation and amortization | $8,575 | $2,463 | $17,178 | $7,732 | | Sales tax liability | $3,172 | $0 | $3,172 | $2,814 | | Transaction costs | $5,545 | $555 | $12,779 | $4,840 | | Equity-based compensation | $7,126 | $5,071 | $27,614 | $19,053 | | Loss on extinguishment of debt | $0 | $0 | $0 | $4,285 | | Litigation, settlements and related costs | $(45) | $1,393 | $215 | $2,477 | | Change in fair value of warrants | $20 | $(1,609) | $(971) | $(8,227) | | Change in fair value of derivative asset | $(619) | $(2,065) | $(536) | $(2,065) | | Change in fair value of contingent consideration | $0 | $1,589 | $(998) | $(2,065) | | Loss on asset disposals | $634 | $(63) | $685 | $369 | | Foreign currency revaluation gain | $(2,719) | $0 | $(2,177) | $0 | | Tax Receivable Agreement liability adjustment | $574 | $0 | $574 | $0 | | **Adjusted EBITDA** | **$35,103** | **$33,700** | **$141,982** | **$113,325** | - Footnotes provide detailed explanations for each adjustment, including sales tax liability, transaction costs related to acquisitions and offerings, and equity-based compensation[28](index=28&type=chunk)[29](index=29&type=chunk)

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Financial Data and Key Metrics Changes - The company reported a Marketplace Gross Order Value (GOV) of $999 million for Q3 2023, reflecting a 28% year-over-year growth, accelerating from 16% growth in the first half of 2023 [24][40] - Revenues for Q3 2023 reached $188 million, up 20% year-over-year, while adjusted EBITDA was $33 million, an 18% increase year-over-year [33][24] - The take rate for Q3 2023 was 15.5%, consistent with expectations, and is projected to increase to a range of 15.5% to 16% due to the acquisition of Vegas.com [33][90] Business Line Data and Key Metrics Changes - Repeat rates have significantly increased and are trending ahead of expectations, indicating successful brand and loyalty initiatives [25][26] - The company has seen a 19% year-over-year increase in total Marketplace orders and a 9% increase in average order size [40] Market Data and Key Metrics Changes - The acquisition of Vegas.com is expected to expand the total addressable market (TAM) by over $6 billion, focusing on shows, tours, and attractions in Las Vegas [30][88] - The Las Vegas market is benefiting from multiple tailwinds, including new venues and major events like the Formula 1 Las Vegas Grand Prix and the Super Bowl in 2024 [37][62] Company Strategy and Development Direction - The company is focused on driving brand awareness and loyalty through strategic partnerships and marketing investments, which are expected to yield long-term returns [12][44] - The integration of Vegas.com is seen as a strategic move to enhance market presence and customer acquisition, leveraging its comprehensive event inventory [29][64] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strong demand for live events, raising 2023 guidance for the third time, anticipating Marketplace GOV between $3.75 billion and $3.9 billion [5][43] - The company expects 2024 Marketplace GOV to be in the range of $4.2 billion to $4.5 billion, nearly double the GOV from 2019, indicating robust growth prospects [45][88] Other Important Information - The company has generated over $110 million in cash from operations year-to-date, maintaining a healthy cash balance post-acquisition [41][42] - The company is committed to investing in partnerships that enhance brand visibility and customer engagement, with a focus on long-term growth [34][98] Q&A Session Summary Question: Contribution of M&A to growth expectations - Management indicated that the growth expectations include both M&A contributions and underlying category growth, with high single-digit growth anticipated excluding Vegas.com [52] Question: Competitive environment stability - Management characterized the competitive environment as stable, with confidence in their investments yielding positive results [53] Question: Investment priorities for next year - Management is focused on strategic investments that will drive long-term returns, with a keen eye on the macro environment [55] Question: Partnership with PayPal - Management highlighted the positive engagement with PayPal's Pay Later functionality, which is expected to enhance transaction frequency and average order value [57] Question: Rationale behind the Vegas.com acquisition - Management emphasized the strategic fit of Vegas.com, citing its market authority and comprehensive event inventory as key factors for the acquisition [62] Question: Current buyback authorization thoughts - Management noted that while there is no current buyback authorization, they are always considering it as a form of capital return [68] Question: YOLO vs. FOMO in consumer spending - Management acknowledged the relevance of both YOLO and FOMO in driving demand for live events, with strong average order sizes indicating robust consumer interest [73] Question: Marketing spend and competitive landscape - Management indicated that while the competitive environment is stable, they are seeing increased marketing activity across the industry, reflecting overall demand strength [96]