Part I [Business](index=7&type=section&id=Item%201.%20Business) Vivid Seats operates a two-sided online ticket marketplace with Marketplace and Resale segments, leveraging its proprietary Skybox ERP tool and focusing on performance marketing and customer engagement for growth - Vivid Seats is an online ticket marketplace connecting buyers and sellers, operating through **Marketplace** and **Resale** segments[19](index=19&type=chunk)[21](index=21&type=chunk)[26](index=26&type=chunk) - The company acquired Betcha Sports, Inc. in December 2021, rebranding it as **Vivid Picks** to engage sports fans and gather customer data between ticketing transactions[23](index=23&type=chunk) - A core component of its platform is **Skybox**, a proprietary and widely adopted enterprise resource planning (ERP) tool offered free-to-use for ticket sellers to manage inventory and pricing[30](index=30&type=chunk)[43](index=43&type=chunk) - Key growth strategies include new customer acquisition via performance marketing, increasing brand awareness with the **Vivid Seats Rewards** program, and developing more tools for sellers[32](index=32&type=chunk)[33](index=33&type=chunk)[38](index=38&type=chunk) - As of December 31, 2022, the company had **575 full-time employees**[52](index=52&type=chunk) - The company's main competitors in the ticketing industry are **StubHub**, **Ticketmaster**, **SeatGeek**, and **TicketNetwork**[54](index=54&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including live event dependency, intense competition, regulatory compliance, cybersecurity threats, financial constraints, and a material weakness in internal controls - Business success is **highly dependent** on the supply and demand for live events, which can be affected by economic conditions, labor disputes, and extraordinary events like pandemics or terrorism[88](index=88&type=chunk)[89](index=89&type=chunk)[106](index=106&type=chunk) - The company is controlled by its Private Equity Owner (GTCR), which holds approximately **60% of the voting power**, creating potential conflicts of interest, and qualifies as a **'controlled company'** under Nasdaq rules, exempting it from certain corporate governance requirements[160](index=160&type=chunk)[164](index=164&type=chunk) - A **material weakness** in internal control over financial reporting has been identified for fiscal years 2020, 2021, and 2022, related to segregation of duties and a lack of sufficient personnel with technical accounting and SEC reporting experience[186](index=186&type=chunk)[189](index=189&type=chunk) - The company is subject to **significant government regulation** concerning data privacy (CCPA, CPRA), ticket resale laws in various jurisdictions, and sales tax compliance, which are complex and evolving[117](index=117&type=chunk)[118](index=118&type=chunk)[128](index=128&type=chunk) - The Tax Receivable Agreement (TRA) requires cash payments to Hoya Topco equal to **85% of certain tax benefits** realized by the company, which could be substantial and may exceed actual tax savings[167](index=167&type=chunk) [Unresolved Staff Comments](index=40&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[213](index=213&type=chunk) [Properties](index=40&type=section&id=Item%202.%20Properties) The company leases its 48,000 square foot Chicago headquarters through 2033, with additional leased facilities in Coppell, Texas, and Toronto, Ontario - The company's headquarters is a leased space of approximately **48,000 square feet** in **Chicago, IL**, with the lease running through **December 31, 2033**[215](index=215&type=chunk) - Additional leased facilities are located in **Coppell, Texas** and **Toronto, Ontario**[215](index=215&type=chunk) [Legal Proceedings](index=40&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no material legal proceedings - None[217](index=217&type=chunk) [Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's business - Not applicable[219](index=219&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Vivid Seats' Class A common stock and warrants began trading on Nasdaq in October 2021, and the company authorized a $40.0 million share repurchase program in May 2022, repurchasing 4.3 million shares for $32.5 million by year-end - Class A common stock (SEAT) and warrants (SEATW) began trading on **Nasdaq** on **October 19, 2021**[222](index=222&type=chunk) - A **$40.0 million** share repurchase program was authorized on May 25, 2022, effective until March 31, 2023[232](index=232&type=chunk) Share Repurchases in 2022 | Period | Total Shares Purchased | Weighted Average Price Paid Per Share | Total Cost (in millions) | | :--- | :--- | :--- | :--- | | Sep 1-30, 2022 | 397,551 | $7.65 | $3.0 | | Oct 1-31, 2022 | 716,857 | $7.87 | $5.6 | | Nov 1-30, 2022 | 972,578 | $7.73 | $7.5 | | Dec 1-31, 2022 | 2,255,491 | $7.19 | $16.2 | | **Total** | **4,342,477** | **$7.46** | **$32.5** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2022, Vivid Seats achieved significant financial growth with revenues of $600.3 million and net income of $70.8 million, driven by live event recovery, while increasing marketing spend and refinancing debt Key Financial Performance (2020-2022) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Revenues | $600.3M | $443.0M | $35.1M | | Net Income (Loss) | $70.8M | ($19.1M) | ($774.2M) | | Marketplace GOV | $3,184.8M | $2,399.1M | $347.3M | | Adjusted EBITDA | $113.3M | $109.9M | ($80.2M) | - The **35% revenue growth** in 2022 was driven by an increase in new orders processed due to the resumption and increasing number of live events and fewer cancellations compared to 2021[272](index=272&type=chunk) - Marketing and selling expenses increased by **37%** to **$248.4 million** in 2022, primarily due to a **40% increase** in online advertising spend to capture rising demand and combat increased competition[284](index=284&type=chunk) - The company refinanced its debt on February 3, 2022, entering into a new **$275.0 million** term loan and a **$100.0 million** revolving facility, which significantly reduced interest expense in 2022[289](index=289&type=chunk)[297](index=297&type=chunk) - Net cash provided by operating activities **decreased to $14.4 million** in 2022 **from $175.8 million** in 2021, primarily due to sales tax liability settlements and the redemption of customer credits issued during the pandemic[303](index=303&type=chunk)[304](index=304&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=58&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate exposure on its floating-rate debt, where a 1% increase would raise annual interest expense by $3.0 million - The primary market risk is **interest rate risk** from **floating-rate debt**[342](index=342&type=chunk) - A hypothetical **1% increase** in interest rates would change annual interest expense by **$3.0 million**[343](index=343&type=chunk) [Financial Statements and Supplementary Data](index=59&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2020-2022, including balance sheets, statements of operations, comprehensive income, equity, and cash flows, with detailed notes on key accounting matters Consolidated Balance Sheet Data (as of Dec 31) | (in thousands) | 2022 | 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $251,542 | $489,530 | | Total assets | $1,151,431 | $1,408,795 | | Total current liabilities | $378,015 | $497,496 | | Long-term debt – net | $264,898 | $460,132 | | Total Shareholders' deficit | ($382,698) | ($860,683) | Consolidated Statement of Operations Data (Year Ended Dec 31) | (in thousands, except EPS) | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Revenues | $600,274 | $443,038 | $35,077 | | Income (loss) from operations | $78,105 | $76,571 | ($716,018) | | Net income (loss) | $70,779 | ($19,129) | ($774,185) | | Diluted EPS (Class A) | $0.36 | ($0.04) | N/A | - The company adopted the new lease accounting standard (**ASC 842**) on January 1, 2022, recognizing right-of-use assets of **$6.6 million** and lease liabilities of **$8.1 million** upon adoption[453](index=453&type=chunk)[454](index=454&type=chunk) - In 2020, the company recorded total impairment charges of **$573.8 million** due to the impact of the COVID-19 pandemic, including **$377.1 million** for goodwill and **$78.7 million** for its trademark[475](index=475&type=chunk)[476](index=476&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=104&type=section&id=Item%209A.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with accountants but acknowledges an ongoing material weakness in internal control over financial reporting, with remediation efforts underway - The company reports **no disagreements** with its accountants[623](index=623&type=chunk) - A **material weakness** in internal control over financial reporting related to segregation of duties and lack of personnel with sufficient technical accounting experience was identified and remains as of December 31, 2022[628](index=628&type=chunk) - Remediation activities are **in progress**, including hiring qualified personnel and implementing new controls, but the material weakness is **not yet considered remediated**[629](index=629&type=chunk) [Other Information](index=105&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[634](index=634&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=105&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) The company reports no information under this item - None[635](index=635&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, and Accountant Fees](index=105&type=section&id=Items%2010-14) Information for Items 10 through 14, covering directors, executive officers, corporate governance, compensation, security ownership, and accountant fees, is incorporated by reference from the 2023 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is **incorporated by reference** from the Registrant's definitive proxy statement for its **2023 Annual Meeting of Stockholders**[638](index=638&type=chunk)[640](index=640&type=chunk)[641](index=641&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=105&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section lists financial statements from Item 8 and provides a comprehensive list of exhibits filed with the Form 10-K, including key corporate, debt, and compensation agreements - All required financial statements are listed in **Item 8**. Financial statement schedules have been **omitted** as they are not applicable or required[646](index=646&type=chunk) - A **list of all exhibits** filed as part of the Annual Report is provided, including key agreements related to the company's incorporation, debt, and merger transaction[647](index=647&type=chunk) [Form 10-K Summary](index=110&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no information for the Form 10-K summary - None[656](index=656&type=chunk)

Q3 and 9M 2022 Schaeffler AG earnings Earnings Call November 8, 2022 Herzogenaurach PUBLIC Disclaimer This presentation contains forward-looking statements. The words "anticipate", "assume", "believe", "estimate", "expect", "intend", "may", "plan", "project", "should" and similar expressions are used to identify forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about Schaeffler Group's beliefs and expectations and the assumptions und ...

Vivid Seats, Inc. (NASDAQ:SEAT) Q3 2022 Earnings Conference Call November 8, 2022 8:30 AM ET Company Participants Stanley Chia - CEO Kate Copouls - Head, IR Lawrence Fey - CFO Conference Call Participants Maria Ripps - Canaccord Genuity Stephen Ju - Credit Suisse Ralph Schackart - William Blair Benjamin Black - Deutsche Bank Bradley Erickson - RBC Capital Markets Shweta Kajaria - Evercore ISI Thomas Forte - D.A. Davidson Andrew Marok - Raymond James Matthew Farrell - Piper Sandler Operator The conference wi ...

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 September 30, 2022 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 (Stat ...

Vivid Seats Inc. (NASDAQ:SEAT) Q2 2022 Earnings Conference Call August 9, 2022 8:30 AM ET Company Participants Kate Copouls - Head of Investor Relations Stan Chia - Chief Executive Officer Larry Fey - Chief Financial Officer Conference Call Participants Ralph Schackart - William Blair Maria Ripps - Canaccord Stephen Ju - Credit Suisse Shweta Khajuria - Evercore ISI Tom Forte - D.A. Davidson Andrew Marok - Raymond James Operator Good day and thank you for standing by. Welcome to the Vivid Seats Second Quarte ...

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 June 30, 2022 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 ...

Vivid Seats Inc. (NASDAQ:SEAT) Q1 2022 Results Conference Call May 10, 2022 8:30 AM ET Company Participants Kate Copouls - Head of Investor Relations Stan Chia - Chief Executive Officer Lawrence Fey - Chief Financial Officer Conference Call Participants Ralph Schackart - William Blair Maria Ripps - Canaccord Genuity Tom Forte - D.A. Davidson Andrew Marok - Raymond James Operator Welcome to the Vivid Seats Q1 2022 Earnings Conference Call. My name is Richard, and I'll be your operator for today's call. [Oper ...

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, 2022 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 ...

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, 2021 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 Q4 and Full Year 2021 Financial Results | | | March 10, 2022 | (Nasdaq: SEAT) | | | | | | Agenda 01 Business Highlights & Update Stan Chia, Chief Executive Officer 02 Financial Results Lawrence Fey, Chief Financial Officer Q&A 03 Stan Chia, Chief Executive Officer Lawrence Fey, Chief Financial Officer Forward looking statements and use of non-GAAP financial measures ...