#1Vivid Seats Q1 2022 Financial Results (Nasdaq: SEAT) May 10, 2022 Vividseats#2Agenda 01 02 03 Business Highlights & Update Stan Chia, Chief Executive Officer Financial Results Lawrence Fey, Chief Financial Officer Q&A Stan Chia, Chief Executive Officer Lawrence Fey, Chief Financial Officer#3Forward looking statements and use of non-GAAP financial measures Safe Harbor Certain statements made in this presentation are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this presentation may be forward-looking statements. Forward-looking statements in this presentation include, but are not limited to, statements regarding our future results of operations and financial position, including our expectations regarding Marketplace Gross Order Value, 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. When used in this presentation, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the continuing impact of the COVID-19 pandemic, the timing and manner of the resumption of large- scale sporting events, concerts and theater shows, our relationships with buyers, sellers and distribution partners, changes in Internet search engine algorithms or changes in marketplace rules, competition in the ticketing industry, the willingness of artists, teams and promoters to continue to support the secondary ticket market, and our ability to maintain and improve our platform and brand or develop successful new solutions and enhancements or improve existing ones, the impact of potential unfavorable legislative developments, the success of our acquisition of Betcha Sports, Inc., our ability to obtain subsequent debt refinancing, 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 risks and uncertainties described in the section titled "Risk Factors" in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. 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. We present Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP measures, because they are measures frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Further, we believe these measures are helpful in highlighting trends in our operating results as they exclude 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 segments. These non-GAAP measures are 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 these non-GAAP measures provide useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance and highlighting trends in our operating results. These non-GAAP 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 GAAP. Further limitations of these non-GAAP measures are that they do not reflect all of the amounts associated with our operating results as determined in accordance with GAAP and may exclude costs that are recurring, such as interest expense, equity-based compensation, litigation, settlements and related costs and change in value of warrants. In addition, other companies may calculate similarly-titled non-GAAP measures differently than us, thereby limiting their usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from Adjusted EBITDA and Adjusted EBITDA margin. Please refer to the "Non-GAAP Reconciliations" later in this presentation. We calculate forward-looking non-GAAP Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking GAAP net income (loss), the most directly comparable GAAP measure. We do not attempt to provide a reconciliation of forward-looking non-GAAP Adjusted EBITDA guidance to forward-looking GAAP net income (loss) 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. Vividseats#4Business Highlights & Updates Stan Chia, Chief Executive Officer Vividseats#5Q1 2022 Financial Highlights Marketplace GOV¹ $742M ● Up from $116M in Q1'21 Up from $24M in Q1'21 Up from $4M in Q1'21 Record first quarter Marketplace GOV & Revenues despite unexpectedly high cancellations Excluding excess cancellations³ Adjusted EBITDA would have been ~$4 million higher Adjusted EBITDA Margin² would have been ~300bps higher Prior year comps still significantly impacted by COVID-19 ● Revenues $131M ● Adjusted EBITDA² $21M (1) 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. (2) Adjusted EBITDA and Adjusted EBITDA Margin are not measures defined under GAAP. See the appendix for a reconciliation of Adjusted EBITDA to net income (loss) and Adjusted EBITDA Margin to net income (loss) margin. Q1'22 net income was $3.1M and Q1'21 net loss was $20.3M. Q1'22 net income margin was 2.4% and Q1'21 net loss margin was -84.0%. (3) Canceled GOV as a portion of pre-cancel GOV was 4.5% in Q1'22 versus 1% in FY'19, which we view as the last comparable period not impacted by COVID-19. Vivid Seats. 5#6Net Promoter Score VIVIdseats 31 ticketmaster 1 Vivid Seats earns strong scores from fans & sellers alike Fans axs -12 SeatGeek -26 StubHub -28 Vividseats ticketmaster 51 -52 Sellers SeatGeek -57 axs -71 StubHub -79 *Source: NPS survey among 979 Vivid Seats buyers and 95 sellers performed by MMR Research Associates in April 2021. As used in this presentation, NPS refers to a percentage, expressed as a value from - 100 to 100 to gauge satisfaction of consumers/sellers that actually used Vivid Seats and other ticketing services in the preceding 3 years, using the question, "How likely would you be to recommend the following ticketing company to a family member, friend or co-worker?" on a 0 to 10 scale. Responses of nine or ten are considered "promoters" and responses of six or less are considered "detractors." The percentage of respondents who are detractors is subtracted from the percentage of respondents who are promoters, and the resulting percentage is the NPS or "Net Promoter Score". Vivid Seats .#7Key Brand Partnerships EPSN "Hot Ticket" Spotlight Existing Official Ticketing Partner; now with branded segment highlighting in-demand matchups ************s VIVID SEATS SPONSORED SAMSUNG ESPA Friday's fantasy basketball streamers and NBA betting cheat sheet NBA standings SCORES Get Tickets Now UTAH HAS 10 WINS VS. THEM IN THE PAST 5 YEARS, TIED FOR MOST BY ANY TEAM. With a win, Utah would have the most wins by any team vs the Bay Area team since 2017-18. See it live! LAKERS SEASON OF DISCONTENT SAMSUNG ESPI Friday's fantasy basketball streamers and NBA betting cheat sheet VIVID SEATS SPONSORED NBA standings VIVIdseats Life happens live SCORES Get Tickets Now With a win, Utah would have the most wins by any team vs the Bay Area team since 2017-18. See it live! LAKERS SEASON OF DISCONTENT Capital One Entertainment Redeem rewards for unforgettable experiences, built and powered by Vivid Seats 9:41 Redeem $$$ VENTURE X...1234 X Activity 12,299 AVAILABLE MILES Delicious memories ahead Book hard-to-get reservationst, set aside exclusively for cardholders. Book travel Use your rewards toward flight, hotels, and car rentals through Capital One Travel. Redeem for entertainment Use your rewards for event tickets, including exclusive cardholder experiences. int @ Home Feed Benefits Help > Profile: > 9:41 Capital Fro captalone.com Q Search for a team, artist, city or venue 500,006 mes Find an experience you'll love Your card gives you special access to dining, music. sports and more. Capital One Exclusives 2020 James Beard Awards Mon, May 4 at 5:30pm Chicago, IL AW Or Ma Ch Vivid Seats. 7#8Financial Updates Lawrence Fey, Chief Financial Officer Vividseats#9Marketplace GOV and Revenues (in thousands) $116,473 Q1 2021 Marketplace GOV¹ $693,090 $713,062 Q2 2021 Q3 2021 $876,467 Q4 2021 $742,138 Q1 2022 $24,114 Q1 2021 $115,498 Q2 2021 Revenues $139,538 Q3 2021 $163,888 Q4 2021 (1) 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. $130,772 Q1 2022 Vivid Seats . 9#10Net Income/(Loss) and Adjusted EBITDA (in thousands) ($20,251) GAAP Net Income (Loss) ¹ Q1 2021 $2,645 ✔-84% Net Income (Loss) margin % 2% Q2 2021 -1% ($1,847) Q3 2021 $324 0% Q4 2021 $3,138 2% Q1 2022 17% $4,187 Adjusted EBITDA ² Q1 2021 $36,195 Adj. EBITDA margin % 31% $41,965 30% Q2 2021 Q3 2021 (1) Represents consolidated net income (loss) before allocation to noncontrolling interests. (2) Adjusted EBITDA and Adjusted EBITDA margin are not measures defined under GAAP. See the appendix for a reconciliation of Adjusted EBITDA to net income (loss) and Adjusted EBITDA margin to net income (loss) margin. $27,522 17% Q4 2021 $21,012 16% Q1 2022 Vivid Seats 10#11Net Debt and Cash Flow Cash as of 3/31/22 $314M As compared to $490M as of 12/31/21 Reduction due to February 3rd debt refinancing that used ~$195M cash Term Loan outstanding principal as of 3/31/22 $275M $39M net cash position with $100M undrawn credit facility (in thousands) $30,761 Q1 2021 Cash Flow from Operations Q2'21 benefited from change in net operating assets as pandemic subsided $152,235 Q2 2021 $32,266 Q3 2021 $4,669 Q4 2021 $23,534 Q1 2022 Vivid Seats . 11#122022 Financial Guidance Key Financial Metrics Marketplace GOV Revenues Adjusted EBITDA¹ May 10, 2022 $2.80B to $3.05B $520M to $555M $110M to $115M March 10, 2022 $2.7B to $3.0B $510M to $550M $110 to $115M Change ←← ↓ (1) Adjusted EBITDA is not a measure defined under GAAP. We believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. We calculate forward-looking non-GAAP Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking GAAP net income (loss), the most directly comparable GAAP measure. We do not attempt to provide a reconciliation of forward-looking non-GAAP Adjusted EBITDA guidance to forward-looking GAAP net income (loss) 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. Vivid Seats. 12#13Adjusted EBITDA Comparison (in millions) $160.0 $140.0 $120.0 $100.0 $80.0 $60.0 $40.0 $20.0 $0.0 Adjusted EBITDA Comparison¹ $119.2 2019A Combined $33M of investments and pubco expenses incremental to 2019 Adjusted EBITDA Excluding $145.5 investments and pubco expenses $9.0 $24.0 $112.5 2022E Adjusted EBITDA Brand + Gaming Investment Mid-point Guidance Pubco Expenses (1) Net loss in 2019 was $53.8M. Adjusted EBITDA is not a measure defined under GAAP. See the appendix for a reconciliation of net income (loss) to Adjusted EBITDA for 2019. We believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. We calculate forward-looking non-GAAP Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking GAAP net income (loss), the most directly comparable GAAP measure. We do not attempt to provide a reconciliation of forward-looking non-GAAP Adjusted EBITDA guidance to forward-looking GAAP net income (loss) 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. Vivid Seats. 13#14Closing Remarks Stan Chia, Chief Executive Officer Vividseats#15Key Takeaways Flywheel Gathering Momentum Healthy Supply- Demand Environment Right to Win Our marketplace flywheel is working as we emerge from the pandemic with record results and momentum with both buyers & sellers We sit at the intersection of supply and demand; recent volume indicates healthy environment and secular trends are in our favor We have the product, technology and scale to win in the long-term Vivid Seats 15#16Q&A Vividseats#17Thank You [email protected]#18Supplementary Financial Data - Q1 2022 (in thousands) Revenues: Concerts Sports Theater Marketplace Revenues by Event Category Other Total Marketplace revenues Revenues Cost of revenues (exclusive of depreciation and amortization shown separately below) Marketing and selling Contribution margin Segment Contribution Margin Revenues Cost of revenues (exclusive of depreciation and amortization shown separately below) Marketing and selling Contribution margin $ $ Three Months Ended March 31, 2022 2021 $ 58,673 $ 38,915 12,615 313 $ 110,516 Marketplace 110,516 $ Three Months Ended March 31, 2022 Resale 16,409 Marketplace 7,014 14,138 783 58 21,993 $ 21,993 $ 2,700 7,955 11,338 $ 20,256 15,755 54,228 4,501 $ 39,879 $ Three Months Ended March 31, 2021 Resale 2,121 Change 1,225 896 $ 51,659 24,777 11,832 255 88,523 $ $ % Change 737% 175% 1,511% 440% 403% Consolidated 130,772 32,164 54,228 44,380 Consolidated 24,114 3,925 7,955 12,234 EPS¹ Numerator-basic: Net income Less: Income attributable to redeemable non controlling interests Net income attributable to Class A Common Stockholders-basic Denominator-basic: Weighted average Class A common stock outstanding-basic Net income per Class A common stock-basic Numerator-diluted: Net income attributable to Class A Common Stockholders-basic Net income effect of dilutive securities: Noncontrolling interests Effect of Exercise Warrants Effect of RSUS Net income attributable to Class A Common Stockholders-diluted Denominator-diluted: Weighted average Class A common stock outstanding-basic Weighted average effect of dilutive securities: Noncontrolling interests Effect of Exercise Warrants Effect of RSUS Weighted average Class A common stock outstanding-diluted Net income per Class common stock-diluted Three Months Ended March 31, 2022 $ $ $ $ 79,151,929 0.02 3,138 1,879 1,259 (1) There were no shares of Class A Common Stock outstanding prior to October 18, 2021. Therefore, no income (loss) per share information has been presented for any period prior to that date. 1,259 Vivid Seats. 18 1,720 9 79,151,929 2,988 118,200,000 1,035,625 26,593 198,414,147 0.02#19Supplementary Financial Data - Historical AOS¹ 500 450 400 350 300 250 200 329 299 285 355 Average Order Size ($) 322 331 427 (1) Average Order Size ("AOS") is calculated by dividing Marketplace GOV by Total Marketplace orders. 485 397 405 385 303 lili 368 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Vivid Seats. 19#20Non-GAAP Reconciliations (in thousands except for percentages) Net income (loss) / Net income (loss) margin Income tax expense Interest expense Depreciation and amortization Sales tax liability Transaction costs (2) Equity-based compensation (3) Loss on extinguishment of debt (4) Litigation, settlements and related costs (5) Severance related to COVID-19 (6 (7) Change in value of warrants Adjusted EBITDA / Adjusted EBITDA margin Q1 2021 -$20,251 $16,319 $295 $2,261 $3,546 $1,090 $641 $286 $4,187 2021 Q2 2021 $2,645 $16,839 $500 $10,726 $3,863 $1,184 $438 $36,195 Q3 2021 -$1,847 $17,319 $711 $21,574 $1,428 $1,197 $1,583 $41,965 Q4 2021 $324 $304 $7,702 $816 -$25,605 $4,015 $2,576 $35,828 $173 $1,389 $27,522 2022 Q1 2022 $3,138 $76 $3,942 $1,385 $922 $1,402 $3,597 $4,285 -$14 $2,279 $21,012 Q1 2021 -84.0% 67.7% 1.2% 9.4% 14.7% 4.5% 2.7% 1.2% 17.4% 2021 Q2 2021 2.3% 14.6% 0.4% 9.3% 3.3% 1.0% 0.4% - 31.3% Q3 2021 -1.3% 12.4% 0.5% 15.5% 1.0% 0.9% 1.1% I 30.1% Q4 2021 0.2% 0.2% 4.7% 0.5% -15.6% 2.4% 1.6% 21.9% 0.1% 0.8% 16.8% 2022 Q1 2022 Vivid Seats 20 2.4% 0.1% 3.0% 1.1% 0.7% 1.1% 2.8% 3.3% -0.0% 1.7% 16.1%#21Non-GAAP Reconciliations Notes: (1) (2) (3) FOOR Defined Terms: In March of 2021, we incorporated an entity in Delaware for the purpose of completing the transactions contemplated by the transaction agreement dated April 21, 2021 (the "Transaction Agreement") among Horizon Acquisition Corporation ("Horizon"), a publicly traded special purpose acquisition company, Horizon Sponsor, LLC, a Delaware limited liability company, Hoya Intermediate, LLC ("Hoya Intermediate") and Hoya Topco, LLC ("Hoya Topco"), a Delaware limited liability company. In October 2021, as contemplated by the Transaction Agreement, Horizon merged with us (the "Merger Transaction"), upon which the separate corporate existence of Horizon ended and we remained as the surviving entity. At the same time, we became a publicly traded company listed on the Nasdaq Global Select Market ("Nasdaq") with our Class A common stock trading under the symbol "SEAT" and warrants trading under the symbol "SEATW." On June 30, 2017, we entered into a $575.0 million first lien debt facility, comprised of a $50.0 million revolving facility (the "Revolving Facility") and a $525.0 million term loan (the "June 2017 First Lien Loan"), and a second lien credit facility, comprised of a $185.0 million second lien term loan (the "June 2017 Second Lien Loan"). The First Lien Loan was amended to upsize the committed amount by $115.0 million on July 2, 2018. On October 28, 2019, we paid off our June 2017 Second Lien Loan balance. The underlying credit facility was subsequently retired on May 22, 2020. On October 18, 2021, in connection with and using the proceeds from the Merger Transaction, we made an early payment of a portion of our May 2020 First Lien Loan balance. On May 22, 2020, we entered into a new $260.0 million first lien term loan (the "May 2020 First Lien Loan") that is pari passu with the June 2017 First Lien Loan. The proceeds from the May 2020 First Lien Loan were used for general corporate purposes and to extinguish and retire the Revolving Facility in full. On October 18, 2021, in connection with and using the proceeds from the Merger Transaction, we paid off in full our May 2020 First Lien Loan balance. In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco (i) warrants to purchase 3,000,000 shares of Hoya Intermediate common units at an exercise price of $10.00 per share, and (ii) warrants to purchase 3,000,000 shares of Hoya Intermediate common units at an exercise of $15.00 per share (collectively, the "Hoya Intermediate Warrants"). . . . 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 all required states. The sales tax liability presented herein represents the exposure 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. Discussions with jurisdictions regarding our liability for uncollected sales taxes continued into 2022. Transaction costs consist of legal; accounting; tax and other professional fees; personnel-related costs, which consists of retention bonuses; and integration costs. Transaction costs recognized in 2022 were related to the merger transaction with Horizon Acquisition Corporation (the "Merger Transaction"), the acquisition of Betcha Sports Inc., and refinancing of the remaining June 2017 First Lien Loan with a new February 2022 rst Lien Loan. Transaction costs recognized in 2021 were related to the Merger Transaction, to the extent they were not eligible capitalization. We incur equity-based compensation expenses for profits interests issued prior to the Merger Transaction and equity granted according to the 2021 Incentive Award Plan ("2021 Plan"), which we do not consider to be indicative of our core operating performance. The 2021 Plan was approved and adopted in order to facilitate the grant of equity incentive awards to our employees and directors. The 2021 Plan became effective on October 18, 2021. Losses incurred resulted from the extinguishment of the June 2017 First Lien Loan in February 2022. These amounts relate to external legal costs, settlement costs and insurance recoveries, which were unrelated to our core business operations. These charges relate to severance costs resulting from significant reductions in employee headcount due to the effects of the COVID-19 pandemic. These expenses relate to the revaluation of Hoya Intermediate Warrants following the Merger Transaction. ● Vivid Seats. 21