View:
United States securities and exchange commission logo
December 29, 2022
Lawrence Fey
Chief Financial Officer
Vivid Seats Inc.
111 N. Canal Street
Suite 800
Chicago, IL 60606
Re: Vivid Seats Inc.
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed March 15,
2022
File No. 001-40926
Dear Lawrence Fey:
We have reviewed your December 22, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
December 13, 2022 letter.
Form 10-K for Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Our Business Model, page 37
1. We note your response
to comment 1. Based on the nature of your referral fees, it would
appear the direct costs
associated with this revenue are not significant. Therefore, referral
revenues appear to have
been a highly material and disproportionate contributor to your
operating income. If
our understanding is incorrect and costs associated with this revenue
are significant, please
quantify for us the amounts and the nature of such costs.
Otherwise, we believe
you should make revisions in future filings to emphasize and make
clear the importance of
referral revenues to your results of operations. Please revise your
MD&A to quantify
referral revenues and associated costs for each period presented, and
Lawrence Fey
Vivid Seats Inc.
December 29, 2022
Page 2
to discuss and analyze changes from period to period. Refer to the
guidance in Item 303
of Regulation S-K.
Consolidated Statements of Operations, page 56
2. Should referral fee revenues exceed 10 percent of total revenues in
the future, Rule 5-
03(b) of Regulation S-X requires separate disclosure of these other
revenues and their
associated costs on your income statement. While not currently
required, in the interest of
aiding investors in identifying and understanding the relative
contribution to your
operating profits of each revenue producing activity, we encourage you
to consider
revising your income statement to separately disclose these amounts.
Consolidated Statements of Cash Flows, page 60
3. We note your response to comment 2 and your intent to reclassify the
deferred interest
payment of $44.1 million in future filings. Please confirm to us that
you will quantify the
amount of deferred interest payment reclassified and explain the
adjustment in a
reclassification footnote.
Notes to Consolidated Financial Statements
Note 21. Loss Per Share, page 93
4. We note your response to comment 3 and your intent to explain the
computation in future
filings. Please provide us with the actual computation for the year
ended December 31,
2021 and consider disclosing a summary quantification of the
computation in future
filings.
You may contact Mr. Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameLawrence Fey Sincerely,
Comapany NameVivid Seats Inc.
Division of
Corporation Finance
December 29, 2022 Page 2 Office of Trade
& Services
FirstName LastName