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 third quarter ended September 30, 2023.
“After delivering outstanding 28% Marketplace
GOV growth in the third quarter, it has never been more clear that
demand for live events is strong and that we are capturing that
strength at Vivid Seats,” said Stan Chia, CEO. “Our focus on
cultivating buyer loyalty continues to deliver results with repeat
rates increasing and pacing ahead of expectations. Our business is
better positioned than ever, and after announcing international TAM
expansion last quarter with our acquisition of Wavedash, we are
thrilled to announce further TAM expansion with our acquisition of
Vegas.com. Vegas.com is a strategic asset that will enhance our
scale and reach in the coveted entertainment capital of the U.S.,
increase our domestic TAM by over $6 billion and offer long-term
synergistic upside, while also being financially accretive. We are
excited to finish the year strong and we remain focused on creating
long-term shareholder value."
Third Quarter 2023 Key Operational and
Financial Metrics
- Marketplace GOV of $998.9 million – up 28% from $781.8 million
in Q3 2022
- Revenues of $188.1 million – up 20% from $156.8 million in Q3
2022
- Net income of $16.0 million – down 15% from $18.7 million in Q3
2022
- Adjusted EBITDA of $33.4 million – up 18% from $28.3 million in
Q3 2022
“We delivered our highest quarterly Marketplace
GOV to date, reflecting strong Vivid Seats execution against a
robust market back-drop with broad-based demand strength across
performers and teams," said Lawrence Fey, CFO. "Our third quarter
GOV growth accelerated to 28% after we delivered 16% growth in the
first half of 2023. Continuing this momentum, at the midpoint of
our initial 2024 guidance we anticipate mid-teens Marketplace GOV
and Revenue growth and 26% Adjusted EBITDA growth in 2024,
reflecting solid organic growth enhanced by our strategic
acquisitions. We expect to continue generating strong cash flow
that affords us the strategic flexibility to pursue compelling
growth opportunities as they arise."
Key Performance Indicators
('000s)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Marketplace GOV(1) |
|
$ |
998,933 |
|
|
$ |
781,834 |
|
|
$ |
2,808,200 |
|
|
$ |
2,338,789 |
|
Total Marketplace orders(2) |
|
|
3,022 |
|
|
|
2,572 |
|
|
|
7,924 |
|
|
|
7,001 |
|
Total Resale orders(3) |
|
|
110 |
|
|
|
90 |
|
|
|
273 |
|
|
|
225 |
|
Adjusted EBITDA(4) |
|
$ |
33,367 |
|
|
$ |
28,284 |
|
|
$ |
106,879 |
|
|
$ |
79,625 |
|
(1) Marketplace Gross Order Value ("Marketplace
GOV") represents the total transactional amount of Marketplace
segment orders placed on our platform in a period, inclusive of
fees, exclusive of taxes, and net of event cancellations that
occurred during that period. Marketplace GOV was negatively
impacted by event cancellations in the amount of $10.1 million and
$33.9 million during the three and nine months ended September 30,
2023, respectively, and $13.8 million and $63.3 million during the
three and nine months ended September 30, 2022, respectively.
(2) Total Marketplace orders represents the volume
of Marketplace segment orders placed on our platform in a period,
net of event cancellations that occurred during that period. During
the three and nine months ended September 30, 2023, our Marketplace
segment experienced 28,203 and 78,034 event cancellations,
respectively, compared to 42,942 and 170,258 event cancellations
during the three and nine months ended September 30, 2022,
respectively.
(3) Total Resale orders represents the volume of
Resale segment orders in a period, net of event cancellations that
occurred during that period. During the three and nine months ended
September 30, 2023, our Resale segment experienced 851 and 2,363
event cancellations, respectively, compared to 1,113 and 4,383
event cancellations during the three and nine months ended
September 30, 2022, respectively.
(4) Adjusted EBITDA is not a measure defined under
accounting principles generally accepted in the United States of
America ("GAAP"). 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.
Refer to the “Use of Non-GAAP Financial Measures” section below for
more information and a reconciliation of Adjusted EBITDA to its
most directly comparable GAAP measure.
2023 Financial Outlook Vivid
Seats now anticipates Marketplace GOV, Revenues and Adjusted EBITDA
for the year ending December 31, 2023 to be:
- Marketplace GOV in the range of $3.75 billion to $3.90 billion
(increased from $3.4 billion to $3.6 billion)
- Revenues in the range of $685.0 million to $705.0 million
(increased from $630.0 million to $650.0 million)
- Adjusted EBITDA in the range of $136.0 million to $142.0
million** (increased from $125.0 million to $135.0 million)
Initial 2024 Financial Outlook
Vivid Seats anticipates Marketplace GOV, Revenues and Adjusted
EBITDA for the year ending December 31, 2024 to be:
- Marketplace GOV in the range of $4.20 billion to $4.50
billion
- Revenues in the range of $810.0 million to $840.0 million
- Adjusted EBITDA in the range of $170.0 million to $180.0
million**
Additional detail around the 2023 and 2024
financial outlook will be available on the third quarter 2023
earnings call.
** We calculate forward-looking 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 provide a reconciliation of
forward-looking Adjusted EBITDA to forward-looking net income
because forecasting the timing or amount of items that have not yet
occurred and are out of our control is inherently uncertain and
unavailable without unreasonable efforts.
Webcast Details Vivid Seats
will host a webcast at 8:30 a.m. Eastern Time today to discuss its
third quarter 2023 financial results, 2023 and 2024 financial
outlook and our acquisition of Vegas.com. 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, New York Post, and the Los Angeles Dodgers. 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 results of operations 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 competitive positioning;
our business strategy; and the plans and objectives of management
for future operations. Words such as "estimate," "project,"
"expect," "anticipate," "forecast," "plan," "intend," "believe,"
"seek," "may," "will," "should," "future" and "propose," as well as
similar expressions which predict or indicate future events 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, many of which are
outside of our control. Important factors that could cause actual
results or outcomes to differ materially from those anticipated in
the forward-looking statements include, but are not limited to: the
supply and demand of large-scale sporting events, concerts and
theater shows; our relationships with buyers, sellers and
distribution partners; changes in internet search engine algorithms
or in marketplace rules; competition in the ticketing industry; the
willingness of artists, teams and promoters to continue to support
the secondary ticket market; our ability to maintain and improve
our platform and brand or to develop successful new solutions and
enhancements or improve existing ones; the impact of potential
unfavorable legislative developments; the impact of our
acquisitions and strategic investments; our successful integration
of Wavedash and Vegas.com; the effects of any recession and
inflation; ongoing and future effects of pandemics; our ability to
generate sufficient cash flows or raise additional capital
necessary to fund our operations; the impact of system interruption
and the lack of integration and redundancy in our systems and
infrastructure; the impact of cyber security risks, data loss or
other breaches of our network security; our being a controlled
company; and other factors detailed 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:
Investors Kate Africk
Kate.Africk@vividseats.com
Media Julia Young
Julia.Young@vividseats.com
|
VIVID SEATS INC. CONDENSED CONSOLIDATED
BALANCE SHEETS (in thousands, except per share
data) (Unaudited) |
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2023 |
|
|
2022 |
|
Assets |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
268,678 |
|
|
$ |
251,542 |
|
Restricted cash |
|
|
1,056 |
|
|
|
748 |
|
Accounts receivable – net |
|
|
64,829 |
|
|
|
36,531 |
|
Inventory – net |
|
|
21,533 |
|
|
|
12,783 |
|
Prepaid expenses and other current assets |
|
|
49,407 |
|
|
|
29,912 |
|
Total current assets |
|
|
405,503 |
|
|
|
331,516 |
|
Property and equipment – net |
|
|
10,240 |
|
|
|
10,431 |
|
Right-of-use assets – net |
|
|
9,291 |
|
|
|
7,859 |
|
Intangible assets – net |
|
|
113,873 |
|
|
|
81,976 |
|
Goodwill |
|
|
759,971 |
|
|
|
715,258 |
|
Deferred tax assets |
|
|
77,376 |
|
|
|
1,853 |
|
Investments |
|
|
6,042 |
|
|
|
— |
|
Other non-current assets |
|
|
2,780 |
|
|
|
2,538 |
|
Total assets |
|
$ |
1,385,076 |
|
|
$ |
1,151,431 |
|
Liabilities and shareholders’ deficit |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
219,118 |
|
|
$ |
161,312 |
|
Accrued expenses and other current liabilities |
|
|
197,247 |
|
|
|
181,970 |
|
Deferred revenue |
|
|
34,447 |
|
|
|
31,983 |
|
Current maturities of long-term debt |
|
|
3,308 |
|
|
|
2,750 |
|
Total current liabilities |
|
|
454,120 |
|
|
|
378,015 |
|
Long-term debt – net |
|
|
265,875 |
|
|
|
264,898 |
|
Long-term lease liabilities |
|
|
15,931 |
|
|
|
14,911 |
|
Tax Receivable Agreement liability |
|
|
98,977 |
|
|
|
— |
|
Other non-current liabilities |
|
|
29,745 |
|
|
|
13,445 |
|
Total long-term liabilities |
|
|
410,528 |
|
|
|
293,254 |
|
Commitments and contingencies |
|
|
|
|
|
|
Redeemable noncontrolling interests |
|
|
640,717 |
|
|
|
862,860 |
|
|
|
|
|
|
|
|
Shareholders' deficit |
|
|
|
|
|
|
Class A common stock, $0.0001 par value; 500,000,000 shares
authorized at September 30, 2023 and December 31, 2022; 101,803,392
and 82,410,774 issued and outstanding at September 30, 2023 and
December 31, 2022, respectively |
|
|
11 |
|
|
|
8 |
|
Class B common stock, $0.0001 par value; 250,000,000 shares
authorized, 99,800,000 and 118,200,000 issued and outstanding at
September 30, 2023 and December 31, 2022, respectively |
|
|
10 |
|
|
|
12 |
|
Additional paid-in capital |
|
|
884,523 |
|
|
|
663,908 |
|
Treasury stock, at cost, 5,291,497 and 4,342,477 shares at
September 30, 2023 and December 31, 2022, respectively |
|
|
(40,106 |
) |
|
|
(32,494 |
) |
Accumulated deficit |
|
|
(964,561 |
) |
|
|
(1,014,132 |
) |
Accumulated other comprehensive loss |
|
|
(166 |
) |
|
|
— |
|
Total Shareholders' deficit |
|
|
(120,289 |
) |
|
|
(382,698 |
) |
Total liabilities, Redeemable noncontrolling interests, and
Shareholders' deficit |
|
$ |
1,385,076 |
|
|
$ |
1,151,431 |
|
|
VIVID SEATS INC. CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS (in thousands)
(Unaudited) |
|
|
|
Three Months EndedSeptember 30, |
|
|
Nine Months EndedSeptember 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Revenues |
|
$ |
188,133 |
|
|
$ |
156,818 |
|
|
$ |
514,576 |
|
|
$ |
435,284 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues (exclusive of depreciation and amortization shown
separately below) |
|
|
50,462 |
|
|
|
37,617 |
|
|
|
130,838 |
|
|
|
102,203 |
|
Marketing and selling |
|
|
77,006 |
|
|
|
66,323 |
|
|
|
196,970 |
|
|
|
179,963 |
|
General and administrative |
|
|
37,225 |
|
|
|
30,239 |
|
|
|
107,921 |
|
|
|
95,721 |
|
Depreciation and amortization |
|
|
3,301 |
|
|
|
2,158 |
|
|
|
8,603 |
|
|
|
5,269 |
|
Change in fair value of contingent consideration |
|
|
20 |
|
|
|
(1,220 |
) |
|
|
(998 |
) |
|
|
(1,220 |
) |
Income from operations |
|
|
20,119 |
|
|
|
21,701 |
|
|
|
71,242 |
|
|
|
53,348 |
|
Other (income) expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense – net |
|
|
2,544 |
|
|
|
2,901 |
|
|
|
8,596 |
|
|
|
9,542 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,285 |
|
Other income |
|
|
(1,038 |
) |
|
|
(65 |
) |
|
|
(365 |
) |
|
|
(6,618 |
) |
Income before income taxes |
|
|
18,613 |
|
|
|
18,865 |
|
|
|
63,011 |
|
|
|
46,139 |
|
Income tax expense (benefit) |
|
|
2,595 |
|
|
|
118 |
|
|
|
(21,605 |
) |
|
|
194 |
|
Net income |
|
|
16,018 |
|
|
|
18,747 |
|
|
|
84,616 |
|
|
|
45,945 |
|
Net income attributable to redeemable noncontrolling interests |
|
|
9,341 |
|
|
|
11,084 |
|
|
|
35,045 |
|
|
|
27,368 |
|
Net income attributable to Class A Common
Stockholders |
|
$ |
6,677 |
|
|
$ |
7,663 |
|
|
$ |
49,571 |
|
|
$ |
18,577 |
|
|
VIVID SEATS INC. CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS (in thousands)
(Unaudited) |
|
|
|
Nine Months Ended September 30, |
|
|
|
2023 |
|
|
2022 |
|
Cash flows from operating activities |
|
|
|
|
|
|
Net income |
|
$ |
84,616 |
|
|
$ |
45,945 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
8,603 |
|
|
|
5,269 |
|
Amortization of leases |
|
|
467 |
|
|
|
1,591 |
|
Amortization of deferred financing costs and interest rate cap |
|
|
688 |
|
|
|
819 |
|
Equity-based compensation expense |
|
|
20,488 |
|
|
|
13,982 |
|
Change in fair value of warrants |
|
|
(991 |
) |
|
|
(6,618 |
) |
Change in fair value of derivative asset |
|
|
83 |
|
|
|
— |
|
Change in fair value of contingent consideration |
|
|
(998 |
) |
|
|
(1,220 |
) |
Loss on extinguishment of debt |
|
|
— |
|
|
|
4,285 |
|
Loss on asset disposals |
|
|
51 |
|
|
|
63 |
|
Deferred taxes |
|
|
(22,678 |
) |
|
|
— |
|
Non-cash interest income |
|
|
(125 |
) |
|
|
— |
|
Foreign currency revaluation losses |
|
|
542 |
|
|
|
— |
|
Change in assets and liabilities: |
|
|
|
|
|
|
Accounts receivable |
|
|
(26,147 |
) |
|
|
(4,292 |
) |
Inventory |
|
|
(8,702 |
) |
|
|
(2,350 |
) |
Prepaid expenses and other current assets |
|
|
(19,239 |
) |
|
|
37,778 |
|
Accounts payable |
|
|
50,484 |
|
|
|
(26,737 |
) |
Accrued expenses and other current liabilities |
|
|
18,415 |
|
|
|
(73,938 |
) |
Deferred revenue |
|
|
2,464 |
|
|
|
8,492 |
|
Other non-current assets and liabilities |
|
|
6,365 |
|
|
|
(1,680 |
) |
Net cash provided by operating activities |
|
|
114,386 |
|
|
|
1,389 |
|
Cash flows from investing activities |
|
|
|
|
|
|
Acquisition of business, net of cash acquired |
|
|
(55,935 |
) |
|
|
— |
|
Investments in convertible promissory note and warrant |
|
|
(6,000 |
) |
|
|
— |
|
Purchases of property and equipment |
|
|
(785 |
) |
|
|
(2,727 |
) |
Purchases of personal seat licenses |
|
|
(542 |
) |
|
|
(165 |
) |
Investments in developed technology |
|
|
(7,770 |
) |
|
|
(8,988 |
) |
Cash adjustment in acquisition |
|
|
— |
|
|
|
(8 |
) |
Net cash used in investing activities |
|
|
(71,032 |
) |
|
|
(11,888 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
Payments of February 2022 First Lien Loan |
|
|
(2,063 |
) |
|
|
(1,375 |
) |
Repurchase of common stock as treasury stock |
|
|
(7,612 |
) |
|
|
(3,050 |
) |
Cash paid for milestone payments |
|
|
(6,005 |
) |
|
|
— |
|
Distributions to non-controlling interest |
|
|
(11,016 |
) |
|
|
(4,918 |
) |
Payments of June 2017 First Lien Loan |
|
|
— |
|
|
|
(465,712 |
) |
Proceeds from February 2022 First Lien Loan |
|
|
— |
|
|
|
275,000 |
|
Payments of deferred financing costs and other debt-related
costs |
|
|
— |
|
|
|
(4,856 |
) |
Net cash used in financing activities |
|
|
(26,696 |
) |
|
|
(204,911 |
) |
Impact of foreign exchange on
cash, cash equivalents, and restricted cash |
|
|
786 |
|
|
|
— |
|
Net increase (decrease) in cash, cash equivalents, and
restricted cash |
|
|
17,444 |
|
|
|
(215,410 |
) |
Cash, cash equivalents, and restricted cash – beginning of
period |
|
|
252,290 |
|
|
|
489,810 |
|
Cash, cash equivalents, and restricted cash – end of
period |
|
$ |
269,734 |
|
|
$ |
274,400 |
|
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 the control of
management 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, 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 us, 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 is a reconciliation of Adjusted
EBITDA to its most directly comparable GAAP measure, net income (in
thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
Net
income |
|
$ |
16,018 |
|
|
$ |
18,747 |
|
|
$ |
84,616 |
|
|
$ |
45,945 |
|
Income tax
expense (benefit) |
|
|
2,595 |
|
|
|
118 |
|
|
|
(21,605 |
) |
|
|
194 |
|
Interest
expense – net |
|
|
2,544 |
|
|
|
2,901 |
|
|
|
8,596 |
|
|
|
9,542 |
|
Depreciation
and amortization |
|
|
3,301 |
|
|
|
2,158 |
|
|
|
8,603 |
|
|
|
5,269 |
|
Sales tax
liability(1) |
|
|
— |
|
|
|
(118 |
) |
|
|
— |
|
|
|
2,814 |
|
Transaction
costs(2) |
|
|
2,290 |
|
|
|
538 |
|
|
|
7,234 |
|
|
|
4,285 |
|
Equity-based
compensation(3) |
|
|
7,578 |
|
|
|
5,073 |
|
|
|
20,488 |
|
|
|
13,982 |
|
Loss on
extinguishment of debt(4) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,285 |
|
Litigation,
settlements and related costs(5) |
|
|
26 |
|
|
|
89 |
|
|
|
260 |
|
|
|
1,084 |
|
Change in
fair value of warrants(6) |
|
|
(1,664 |
) |
|
|
(65 |
) |
|
|
(991 |
) |
|
|
(6,618 |
) |
Change in
fair value of derivative asset(7) |
|
|
83 |
|
|
|
— |
|
|
|
83 |
|
|
|
— |
|
Change in
fair value of contingent consideration(8) |
|
|
20 |
|
|
|
(1,220 |
) |
|
|
(998 |
) |
|
|
(1,220 |
) |
Loss on
asset disposals(9) |
|
|
34 |
|
|
|
63 |
|
|
|
51 |
|
|
|
63 |
|
Foreign
currency revaluation losses(10) |
|
|
542 |
|
|
|
— |
|
|
|
542 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
33,367 |
|
|
$ |
28,284 |
|
|
$ |
106,879 |
|
|
$ |
79,625 |
|
(1) We have historically incurred sales tax expense
in jurisdictions where we expected to remit sales tax payments but
were not yet collecting from customers. During the second half of
2021, we began collecting sales tax from customers in the required
jurisdictions. The sales tax liability presented herein represents
the tax liability for sales tax prior to the date we began
collecting sales tax from customers reduced by abatements received,
inclusive of any penalties and interest assessed by the
jurisdictions. The remaining historic sales tax liability payments
were made during the year ended December 31, 2022.
(2) This consists of legal, accounting, tax and
other professional fees; personnel-related costs, which consist of
retention bonuses; and integration costs. Transaction costs
recognized in 2023 were primarily related to the a secondary
offering of our Class A common stock and our acquisitions and
strategic investments. Transaction costs recognized in 2022 were
primarily related to our acquisitions and strategic investments,
the refinancing of the June 2017 First Lien Loan with the February
2022 First Lien Loan and our exchange offering of shares of our
Class A common stock for properly tendered public warrants.
(3) We incur equity-based compensation expenses for
profits interests issued prior to the merger transaction with
Horizon Acquisition Corporation (the “Merger Transaction”) and
equity granted pursuant to the 2021 Incentive Award Plan, which we
do not consider to be indicative of our core operating
performance.
(4) Losses incurred resulted from the extinguishment
of the June 2017 First Lien Loan in February 2022.
(5) This relates to external legal costs, settlement
costs and insurance recoveries, which were unrelated to our core
business operations.
(6) This relates to the revaluation of warrants to
purchase common units of Hoya Intermediate, LLC held by Hoya Topco,
LLC following the Merger Transaction.
(7) This relates to the revaluation of derivatives
recorded at fair value.
(8) This relates to the revaluation of Vivid Picks
cash earnouts.
(9) This relates to asset disposals, which are not
considered indicative of our core operating performance.
(10) This relates to unrealized foreign currency
revaluation losses from the remeasurement of non-operating assets
and liabilities denominated in non-functional currencies on the
balance sheet date.
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