[Corrected Press Release] Vivid Seats Reports Fourth Quarter and Full Year 2024 Results

CHICAGO, March 12, 2025 (GLOBE NEWSWIRE) -- 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, is re-issuing in its entirety its press release providing financial results for the full year and fourth quarter ended December 31, 2024, originally issued on March 12, 2025 at 6:30 a.m. ET, to correct the consolidated statement of cash flows attached thereto by (i) replacing the line item "Loss on extinguishment of debt" with the line item "Adjustment of liabilities under TRA" in the Cash flows from operating activities section and (ii) adding the line item "Investments in developed technology" in the Cash flows from investing activities section. "As we reflect on 2024, we are encouraged by the performance of our investments that continue to drive differentiation and efficiency in our marketplace," said Stan Chia, Vivid Seats CEO. "In 2024 we harnessed synergies from Vegas.com, innovated with Game Center, and added robust seller functionality with Skybox Drive. As we look forward, we remain confident in the long-term tailwinds driving North American live events and will continue making investments to drive long-term success. We also see attractive international growth trends and are pleased to announce we have kicked off our European launch as we continue to focus on expanding our global footprint. Lastly, we are excited about our robust partnership pipeline, which includes a new partnership with United Airlines where we are leveraging our infrastructure and tapping into new audiences." Full Year 2024 Key Operational and Financial Metrics Marketplace GOV of $3,892.6 million – down 1% from $3,920.5 million in 2023Revenues of $775.6 million – up 9% from $712.9 million in 2023Net income of $14.3 million – down 87% from $113.1 million in 2023Adjusted EBITDA of $151.4 million – up 7% from $142.0 million in 2023 Fourth Quarter 2024 Key Operational and Financial Metrics Marketplace GOV of $994.4 million – down 11% from $1,112.3 million in Q4 2023Revenues of $199.8 million – up 1% from $198.3 million in Q4 2023Net loss of $4.4 million – down 115% from net income of $28.5 million in Q4 2023Adjusted EBITDA of $34.2 million – down 2% from $35.1 million in Q4 2023 “Throughout 2024, we maintained our unit economics amidst heightened intensity in performance marketing channels,” said Lawrence Fey, Vivid Seats CFO. “We expect continued competitive intensity in 2025 and are prepared to make additional investments to protect our market position. As we look ahead into 2025, we expect a return to top-line growth in the second half of the year as we begin to lap easier comps in the summer months. We continue to innovate and drive efficiencies as the landscape evolves and remain committed to delivering double-digit growth over the intermediate term. We expect substantial cash generation as we deliver top-line growth." Key Performance Indicators ('000s) Three Months Ended December 31, Years Ended December 31, 2024 2023 2024 2023 Marketplace GOV(1) $994,377 $1,112,326 $3,892,645 $3,920,526 Marketplace orders(2) 2,613 2,974 11,556 10,898 Resale orders(3) 115 107 431 380 Adjusted EBITDA(4) $34,243 $35,103 $151,419 $141,982 Marketplace gross order value ("Marketplace GOV") represents the total transactional amount of Marketplace orders placed on our platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during that period. During the three months ended December 31, 2024, Marketplace GOV was negatively impacted by event cancellations in the amount of $21.1 million compared to $9.8 million during the three months ended December 31, 2023. During the year ended December 31, 2024, Marketplace GOV was negatively impacted by event cancellations in the amount of $95.9 million compared to $43.6 million during the year ended December 31, 2023. The increase in event cancellations during the year ended December 31, 2024 was primarily due to higher concert cancellations and a full year of event cancellations from Vegas.com and Wavedash.Marketplace orders represent the volume of Marketplace-related transactions placed on our platform in a period, net of event cancellations that occurred during that period. During the three months ended December 31, 2024, our Marketplace segment experienced 43,019 event cancellations compared to 21,044 event cancellations during the three months ended December 31, 2023. During the year ended December 31, 2024, our Marketplace segment experienced 222,472 event cancellations compared to 99,078 event cancellations during the year ended December 31, 2023.Resale orders represent the volume of Resale-related transactions placed on a given platform (including our own) in a period, net of event cancellations that occurred during that period. During the three months ended December 31, 2024, our Resale segment experienced 792 event cancellations compared to 547 event cancellations during the three months ended December 31, 2023. During the year ended December 31, 2024, our Resale segment experienced 5,286 event cancellations compared to 2,910 event cancellations during the year ended December 31, 2023.Adjusted EBITDA is a financial measure not defined under accounting principles generally accepted in the United States of America ("U.S. GAAP"). We believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations and serves as a useful measure for making period-to-period comparisons of our business performance. See the "Non-U.S. GAAP Financial Measures" section below for more information, including a reconciliation of adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure. 2025 Financial Outlook Vivid Seats anticipates Marketplace GOV, revenues and adjusted EBITDA for the year ended December 31, 2025 to be: Marketplace GOV in the range of $3.7 to $4.1 billionRevenues in the range of $730.0 to $810.0 millionAdjusted EBITDA in the range of $110.0 to $150.0 million* Additional detail around the 2025 outlook will be available on the fourth quarter 2024 earnings call. *We calculate forward-looking adjusted EBITDA and cash generation as a percentage of adjusted EBITDA based on internal forecasts that omit certain information that would be included in the most directly comparable forward-looking U.S. GAAP measures. We do not attempt to provide a reconciliation of forward-looking adjusted EBITDA to forward-looking net income, or of forward-looking cash generation to forward-looking increase in cash, cash equivalents, and restricted cash, excluding strategic acquisitions/investments and capital structure changes, because the timing and/or probable significance of certain excluded items that have not yet occurred and are outside of our control is inherently uncertain and unavailable without unreasonable efforts. Such items could have a significant and unpredictable impact on our future U.S. GAAP financial results. Webcast Details Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the full year and fourth 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 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. Words such as “anticipate,” “believe,” “can,” “continue,” “could,” “design,” “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. 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, adjusted EBITDA, and cash generation as a percentage of adjusted EBITDA; our expectations with respect to live event industry growth, concert supply, and our TAM and competitive positioning; our business strategy; the adoption and benefits of Skybox Drive; and the plans and objectives of management for future operations. 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 are 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 and/or raise additional capital when necessary or desirable; the supply and demand of live concert, sporting, and theater events; the impact of adverse economic conditions and other factors affecting discretionary consumer and corporate spending; our ability to maintain and develop our relationships with ticket buyers, sellers, and partners; our ability to compete in the ticketing industry; our ability to continue to maintain and improve our platform and to successfully develop new and improved solutions and enhancements; the impact of extraordinary events, including disease epidemics; our ability to identify suitable acquisition targets, to complete planned acquisitions, and to realize the expected benefits of completed acquisitions (including our integration of Vegas.com, LLC and Wavedash Co., Ltd.); the impact of our acquisitions and strategic investments; our ability to comply with applicable laws and regulations; the impact of unfavorable outcomes in legislation and legal proceedings; 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” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” 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. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Contacts: Investors Kate Africk Kate.Africk@vividseats.com Media Julia Young Julia.Young@vividseats.com VIVID SEATS INC.CONSOLIDATED BALANCE SHEETS(in thousands, except per share data) December 31, December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $243,482 $125,484 Restricted cash 1,166 6,950 Accounts receivable – net 48,315 58,481 Inventory – net 19,601 21,018 Prepaid expenses and other current assets 32,607 34,061 Total current assets 345,171 245,994 Property and equipment – net 12,567 10,156 Right-of-use assets – net 12,008 9,826 Intangible assets – net 233,116 241,155 Goodwill – net 943,119 947,359 Deferred tax assets – net 77,967 85,564 Investments 6,929 6,993 Other assets 5,219 3,052 Total assets $1,636,096 $1,550,099 Liabilities, redeemable noncontrolling interests, and shareholders' equity Current liabilities: Accounts payable $232,984 $257,514 Accrued expenses and other current liabilities 165,047 191,642 Deferred revenue 23,804 34,674 Current maturities of long-term debt 3,950 3,933 Total current liabilities 425,785 487,763 Long-term debt – net 384,960 264,632 Long-term lease liabilities 18,731 16,215 TRA liability 155,720 165,699 Other liabilities 36,865 29,031 Total liabilities 1,022,061 963,340 Commitments and contingencies Redeemable noncontrolling interests 352,922 481,742 Shareholders' equity: Class A common stock, $0.0001 par value; 500,000,000 shares authorized, 143,819,497 and 141,167,311 shares issued and outstanding at December 31, 2024 and 2023, respectively 14 14 Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 76,225,000 shares issued and outstanding at December 31, 2024 and 2023, respectively 8 8 Additional paid-in capital 1,267,710 1,096,430 Treasury stock, at cost, 11,433,749 and 7,291,497 shares at December 31, 2024 and 2023, respectively (75,568) (52,586)Accumulated deficit (930,171) (939,596)Accumulated other comprehensive income (loss) (880) 747 Total shareholders' equity 261,113 105,017 Total liabilities, redeemable noncontrolling interests, and shareholders' equity $1,636,096 $1,550,099 VIVID SEATS INC.CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands) Three Months Ended December 31, Years Ended December 31, 2024 2023 2024 2023 Revenues $199,813 $198,303 $775,586 $712,879 Costs and expenses: Cost of revenues (exclusive of depreciation and amortization shown separately below) 52,477 51,346 201,854 182,184 Marketing and selling 79,452 77,126 285,146 274,096 General and administrative 52,398 51,160 202,123 159,081 Depreciation and amortization 12,584 8,575 44,238 17,178 Change in fair value of contingent consideration — — — (998)Total costs and expenses 196,911 188,207 733,361 631,541 Income from operations 2,902 10,096 42,225 81,338 Interest expense – net 6,466 4,909 23,172 13,505 Other income – net (430) (2,744) (3,666) (3,109)Income (loss) before income taxes (3,134) 7,931 22,719 70,942 Income tax expense (benefit) 1,281 (20,594) 8,417 (42,199)Net income (loss) (4,415) 28,525 14,302 113,141 Net income (loss) attributable to redeemable noncontrolling interests (3,528) 3,560 4,877 38,605 Net income (loss) attributable to Class A common stockholders $(887) $24,965 $9,425 $74,536 VIVID SEATS INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) Years Ended December 31, 2024 2023 Cash flows from operating activities Net income $14,302 $113,141 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 44,238 17,178 Amortization of leases 1,697 818 Amortization of deferred financing costs 988 924 Equity-based compensation 50,429 27,614 Change in fair value of warrants (4,044) (971)Loss on asset disposals 277 685 Change in fair value of derivative asset 800 (536)Deferred income tax expense (benefit) 1,246 (44,859)Non-cash interest income – net (890) (261)Unrealized foreign currency loss (gain) 4,056 (2,177)Adjustment of liabilities under TRA (6,166) 574 Change in fair value of contingent consideration — (998)Changes in operating assets and liabilities: Accounts receivable – net 9,776 (17,129)Inventory – net 1,413 (8,184)Prepaid expenses and other current assets 1,161 (1,176)Accounts payable (23,691) 53,817 Accrued expenses and other current liabilities (30,164) 1,336 Deferred revenue (10,870) 827 Long-term lease liabilities (994) — Other assets and liabilities – net 358 6,697 Net cash provided by operating activities 53,922 147,320 Cash flows from investing activities Purchases of property and equipment (4,227) (895)Purchases of personal seat licenses (737) (542)Investments in developed technology (19,014) (11,339)Purchases of seat images (347) — Disbursement of 2024 Sponsorship Loan (2,000) — Payments of Acquired Domain Name Obligation (417) — Transfer of cash consideration during Acquisitions, net of cash acquired — (206,865)Investment in Note and Warrant — (6,000)Net cash used in investing activities (26,742) (225,641)Cash flows from financing activities Payments of 2022 First Lien Loan (689) (2,750)Repurchases of Class A common stock (22,982) (20,092)Tax distributions to redeemable noncontrolling interests (10,014) (14,304)Payments of Shoko Chukin Bank Loan (2,655) (279)Payments of deferred financing costs and other debt-related expenses (315) — Proceeds from 2024 First Lien Loan 125,500 — Payments of 2024 First Lien Loan (1,975) — Payments of taxes related to net settlement of equity incentive awards (714) — Payment of liabilities under TRA (77) — Cash paid for milestone payments — (6,005)Net cash provided by (used in) financing activities 86,079 (43,430)Effect of exchange rate changes on cash, cash equivalents, and restricted cash (1,045) 1,895 Net increase (decrease) in cash, cash equivalents, and restricted cash 112,214 (119,856)Cash, cash equivalents, and restricted cash – beginning of period 132,434 252,290 Cash, cash equivalents, and restricted cash – end of period $244,648 $132,434 Supplemental disclosures of cash flow information Cash paid for interest $19,498 $19,330 Cash paid for income taxes $5,469 $4,021 Non-U.S. GAAP Financial Measures We present adjusted EBITDA and cash generation as a percentage of adjusted EBITDA, which are non-U.S. GAAP financial measures, because they are key measures used by analysts, investors, and others to evaluate companies in our industry. Additionally, these non-U.S. GAAP financial measures are used by management to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. We believe these non-U.S. GAAP financial measures are useful measures for understanding, evaluating, and highlighting trends in our operating results and for making period-to-period comparisons of our business performance because they exclude the impact of items that are outside of our control and/or not reflective of ongoing performance related directly to the operation of our business. These non-U.S. GAAP financial measures are 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 U.S. GAAP. These non-U.S. GAAP financial measures do not reflect all amounts associated with our operating results as determined in accordance with U.S. GAAP and may exclude certain recurring costs such as: income tax expense (benefit); interest expense – net; depreciation and amortization; sales tax liability; transaction costs; equity-based compensation; litigation, settlements, and related costs; change in fair value of warrants; loss on asset disposals; change in fair value of derivative asset; unrealized foreign currency losses (gains); adjustment of liabilities under our Tax Receivable Agreement; and change in fair value of contingent consideration[AA1] . In addition, other companies may calculate similarly titled non-U.S. GAAP financial measures differently than we do, thereby limiting their usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts that are excluded from our presentation of these non-U.S. GAAP financial measures. We calculate cash generation as a percentage of adjusted EBITDA as the projected increase (decrease) in cash, cash equivalents, and restricted cash, excluding any strategic acquisitions/investments and capital structure changes, divided by adjusted EBITDA. The following table provides a reconciliation of adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure (in thousands): Three Months Ended December 31, Years Ended December 31, 2024 2023 2024 2023 Net income (loss) $(4,415) $28,525 $14,302 $113,141 Adjustments to reconcile net income (loss) to adjusted EBITDA: Income tax expense (benefit) 1,281 (20,594) 8,417 (42,199)Interest expense – net 6,466 4,909 23,172 13,505 Depreciation and amortization 12,584 8,575 44,238 17,178 Sales tax liability(1) 3,147 3,172 5,760 3,172 Transaction costs(2) 2,877 5,545 9,528 12,779 Equity-based compensation(3) 12,144 7,126 50,429 27,614 Litigation, settlements, and related costs(4) 486 (45) 650 215 Change in fair value of warrants(5) 1,669 20 (4,044) (971)Loss on asset disposals(6) 117 634 277 685 Change in fair value of derivative asset(7) 263 (619) 800 (536)Unrealized foreign currency losses (gains)(8) 3,790 (2,719) 4,056 (2,177)Adjustment of liabilities under TRA(9) (6,166) 574 (6,166) 574 Change in fair value of contingent consideration(10) — — — (998)Adjusted EBITDA $34,243 $35,103 $151,419 $141,982 During the years ended December 31, 2024 and 2023, we accrued for sales and indirect tax liabilities in jurisdictions where we were not yet collecting from customers (reduced by abatements received and inclusive of any penalties and interest assessed by the respective jurisdictions).Relates to: (i) legal, accounting, tax, and other professional fees; (ii) personnel costs related to retention bonuses; (iii) integration costs; and (iv) transaction-related expenses. Costs in the year ended December 31, 2024 primarily related to the refinancing of our first lien loan, repurchases of our Class A common stock, and various strategic investments. Costs in the year ended December 31, 2023 primarily related to secondary offerings of our Class A common stock, our acquisitions of Vegas.com.com, LLC and Wavedash Co., Ltd., and various strategic investments.Relates to equity granted pursuant to our 2021 Incentive Award Plan, as amended, and profits interests issued prior to our merger transaction with Horizon Acquisition Corporation (the “Merger Transaction”), neither of which are considered indicative of our core operating performance.Relates to external legal costs, settlement costs, and insurance recoveries that were unrelated to our core business operations.Relates to the revaluation of warrants to purchase common units of Hoya Intermediate, LLC held by Hoya Topco, LLC following the Merger Transaction.Relates to asset disposals, which are not considered indicative of our core operating performance.Relates to the revaluation of derivatives recorded at fair value.Relates to unrealized foreign currency losses (gains) from the remeasurement of non-operating assets and liabilities denominated in non-functional currencies on the balance sheet date.Relates to the remeasurement of the Tax Receivable Agreement liability.Relates to the revaluation of Vivid Picks earnouts.

[Corrected Press Release] Vivid Seats Reports Fourth Quarter and Full Year 2024 Results

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