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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 07, 2024

 

 

Vivid Seats Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware			001-40926	86-3355184
(State or other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)
24 E. Washington Street Suite 900
Chicago, Illinois				60602
(Address of principal executive offices)				(Zip Code)

 

Registrant’s telephone number, including area code: 312 291-9966

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		SEAT		The Nasdaq Stock Market LLC
Warrants to purchase one share of Class A common stock		SEATW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02. Results of Operations and Financial Condition

The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On May 7, 2024, Vivid Seats Inc. issued a press release providing financial results for the first quarter ended March 31, 2024.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued by Vivid Seats Inc., dated May 7, 2024
104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Vivid Seats Inc.
Date:	May 7, 2024	By:	/s/ Lawrence Fey
			Lawrence Fey Chief Financial Officer

 

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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 power of our core business and the momentum that has continued into 2024,” said Stan Chia, Vivid Seats CEO. “We were able to drive these results while simultaneously furthering our strategic initiatives, including driving revenue synergies by optimizing ticket listings across our Vegas.com and Vivid Seats properties. With our focus on accelerating our international expansion timeline, we have made excellent progress internationalizing our platform to scale efficiently across geographies and look forward to that launch later this year. As we continue to unlock leverage from our recent investments, and as the live event industry continues to benefit from long-term tailwinds, we anticipate driving sustained double-digit growth on both the top and bottom line for years to come.”

 

First Quarter 2024 Key Operational and Financial Metrics

 

“We delivered 20% top-line growth in the first quarter, which we converted to strong Adjusted EBITDA while making incremental investments to expand internationally," said Lawrence Fey, Vivid Seats CFO. “This strong start to the year was in line with our expectations and we continue to forecast high-teens Revenue and Adjusted EBITDA growth in 2024. In the first quarter, we generated $39 million of cash from operations and initiated our 2024 share repurchase program; we will seek to continue delivering shareholder value through strategic deployment of our robust cash flow.”

 

Key Performance Indicators ('000s)

 

		Three Months Ended March 31,
		2024				2023
Marketplace GOV(1)		$	1,028,477			$	855,528
Total Marketplace orders(2)			2,876				2,275
Total Resale orders(3)			99				87
Adjusted EBITDA(4)		$	38,920			$	42,435

 

 

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2024 Financial Outlook

Vivid Seats anticipates Marketplace GOV, Revenues and Adjusted EBITDA for the year ending December 31, 2024 to be:

 

Additional detail around the 2024 outlook will be available on the first quarter 2024 earnings call.

*We calculate forward-looking non-GAAP 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 attempt to provide a reconciliation of forward-looking Adjusted EBITDA to forward-looking net income because the timing and/or probable significance of certain excluded items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Such items could have a significant and unpredictable impact on our future GAAP financial results.

 

Webcast Details

Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the first quarter 2024 financial results, business updates and financial outlook. 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 operating results 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 TAM and competitive positioning; our business strategy; our share repurchase program; and the plans and objectives of management for future operations. Words such as “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “plan,” “project,” “propose,” “seek,” “should,” “target,” “will” and “would,” as well as similar expressions which predict or indicate future events and trends 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 that can be difficult to predict and/or outside of our control. Therefore, actual results may differ materially from those contemplated by any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to: our ability to generate sufficient cash flows or raise additional capital necessary to fund our operations; the supply and demand of live concert, sporting and theater events; our ability to maintain and develop our relationships with ticket buyers, sellers and partners; changes in internet search engine algorithms and dynamics, search engine disintermediation or mobile application marketplace rules; our ability to compete in the ticketing industry; our ability to maintain and improve our platform and develop successful new solutions and enhancements or improve existing ones; the impact of extraordinary events, including disease epidemics and pandemics; the impact of our acquisitions and strategic investments, including our integration of Wavedash Co., Ltd. and Vegas.com, LLC; the effects of any recession and/or heightened inflation; our ability to maintain the integrity of our information systems and infrastructure, and to identify, assess and manage relevant cybersecurity risks; and other factors discussed 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:

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Investors

Kate Africk

Kate.Africk@vividseats.com

Media

Julia Young

Julia.Young@vividseats.com

 

 

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VIVID SEATS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data) (Unaudited)

 

		March 31,				December 31,
		2024				2023
Assets
Current assets:
Cash and cash equivalents		$	154,028			$	125,484
Restricted cash			6,851				6,950
Accounts receivable – net			69,649				58,481
Inventory – net			29,505				21,018
Prepaid expenses and other current assets			36,822				34,061
Total current assets			296,855				245,994
Property and equipment – net			9,831				10,156
Right-of-use assets – net			9,287				9,826
Intangible assets – net			233,719				241,155
Goodwill			944,129				947,359
Deferred tax assets			84,727				85,564
Investments			7,190				6,993
Other non-current assets			3,502				3,052
Total assets		$	1,589,240			$	1,550,099
Liabilities and equity
Current liabilities:
Accounts payable		$	307,399			$	257,514
Accrued expenses and other current liabilities			181,207				191,642
Deferred revenue			32,983				34,674
Current maturities of long-term debt			3,577				3,933
Total current liabilities			525,166				487,763
Long-term debt – net			264,008				264,632
Long-term lease liabilities			15,653				16,215
TRA liability			160,213				165,699
Other liabilities			28,061				29,031
Total long-term liabilities			467,935				475,577
Commitments and contingencies
Redeemable noncontrolling interests			456,588				481,742
Shareholders' equity
Class A common stock, $0.0001 par value; 500,000,000 shares authorized, 142,048,979 and 141,167,311 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively			14				14
Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 76,225,000 issued and outstanding at March 31, 2024 and December 31, 2023			8				8
Additional paid-in capital			1,130,137				1,096,430
Treasury stock, at cost, 8,006,497 and 7,291,497 shares at March 31, 2024 and December 31, 2023, respectively			(56,706	)			(52,586	)
Accumulated deficit			(933,519	)			(939,596	)
Accumulated other comprehensive income (loss)			(383	)			747
Total Shareholders' equity			139,551				105,017
Total liabilities, Redeemable noncontrolling interests, and Shareholders' equity		$	1,589,240			$	1,550,099

 

 

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VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands) (Unaudited)

 

		Three Months Ended March 31,
		2024				2023
Revenues		$	190,852			$	161,063
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)			49,583				37,760
Marketing and selling			67,745				54,772
General and administrative			42,366				32,389
Depreciation and amortization			10,483				2,598
Change in fair value of contingent consideration			—				34
Income from operations			20,675				33,510
Other (income) expense:
Interest expense – net			5,082				3,280
Other (income) expense			2,582				(327	)
Income before income taxes			13,011				30,557
Income tax expense			2,269				285
Net income			10,742				30,272
Net income attributable to redeemable noncontrolling interests			4,665				18,090
Net income attributable to Class A Common Stockholders		$	6,077			$	12,182

 

 

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VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (Unaudited)

 

		Three Months Ended March 31,
		2024				2023
Cash flows from operating activities
Net income		$	10,742			$	30,272
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			10,483				2,598
Amortization of leases			412				150
Amortization of deferred financing costs			236				226
Equity-based compensation expense			8,488				5,530
Change in fair value of warrants			(460	)			(327	)
Change in fair value of derivative asset			37				—
Change in fair value of contingent consideration			—				34
Loss on asset disposals			102				7
Deferred taxes			862				—
Non-cash interest income			(142	)			—
Foreign currency revaluation loss			3,005				—
Change in assets and liabilities:
Accounts receivable			(11,448	)			(10,000	)
Inventory			(8,491	)			(11,370	)
Prepaid expenses and other current assets			(2,778	)			(3,417	)
Accounts payable			50,493				56,826
Accrued expenses and other current liabilities			(20,379	)			444
Deferred revenue			(1,691	)			(6,063	)
Other non-current assets and liabilities			(306	)			201
Net cash provided by operating activities			39,165				65,111
Cash flows from investing activities
Purchases of property and equipment			(92	)			(215	)
Purchases of personal seat licenses			(564	)			(365	)
Investments in developed technology			(4,631	)			(2,027	)
Net cash used in investing activities			(5,287	)			(2,607	)
Cash flows from financing activities
Payments of February 2022 First Lien Loan			(688	)			(688	)
Payments of Shoko Chukin Bank Loan			(281	)			—
Repurchase of common stock			(3,105	)			(7,612	)
Payments for taxes related to net settlement of equity incentive awards			(462	)			—
Payments of TRA liability			(77	)			—
Cash paid for milestone payments			—				(2,500	)
Net cash used in financing activities			(4,613	)			(10,800	)
Impact of foreign exchange on cash, cash equivalents, and restricted cash			(820	)			—
Net increase in cash, cash equivalents, and restricted cash			28,445				51,704
Cash, cash equivalents, and restricted cash – beginning of period			132,434				252,290
Cash, cash equivalents, and restricted cash – end of period		$	160,879			$	303,994
Supplemental disclosure of cash flow information:
Cash paid for interest		$	6,074			$	1,941
Cash paid for income tax		$	623			$	—

 

 

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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 of our control 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 – net, equity-based compensation, litigation, settlements and related costs, change in fair value of warrants, change in fair value of derivative assets and foreign currency revaluation (gains)/losses. In addition, other companies may calculate Adjusted EBITDA differently than we do, 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 table provides a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, net income (in thousands):

		Three Months Ended March 31,
		2024				2023
Net income		$	10,742			$	30,272
Income tax expense			2,269				285
Interest expense – net			5,082				3,280
Depreciation and amortization			10,483				2,598
Sales tax liability(1)			(2,732	)			—
Transaction costs(2)			1,901				456
Equity-based compensation(3)			8,488				5,530
Litigation, settlements and related costs(4)			3				300
Change in fair value of warrants(5)			(460	)			(327	)
Change in fair value of derivative asset(6)			37				—
Change in fair value of contingent consideration(7)			—				34
Loss on asset disposals(8)			102				7
Foreign currency revaluation loss(9)			3,005				—
Adjusted EBITDA		$	38,920			$	42,435

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