#1Vividseats Q2 2023 Financial Results August 8, 2023 (Nasdaq: SEAT)#2Agenda 01 02 03 Business Highlights & Updates Stan Chia, Chief Executive Officer Financial Results Lawrence Fey, Chief Financial Officer Q&A Stan Chia, Chief Executive Officer Lawrence Fey, Chief Financial Officer#3Important Disclaimers Forward-Looking Statements This presentation 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 presentation relate to, without limitation: our future results of operations and financial position, including our expectations regarding Marketplace GOV, Revenues, Adjusted EBITDA, Adjusted EBITDA margin, cash conversion and the impact of our investments; our expectations with respect to live event industry growth; our competitive positioning; our business strategy; the planned acquisition of Wavedash; 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 successful completion of our acquisition and integration of Wavedash; 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 presentation. 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. Use of Non-GAAP Financial Measures We present Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial 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 because 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. These non-GAAP financial measures are key measures 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 financial measures provide useful information to investors and others in understanding and evaluating our results of operations, as well as provide a useful measure for making period-to-period comparisons of our business performance and highlighting trends in our operating results. These non-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 GAAP. These non-GAAP financial measures do 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 and change in value of warrants. In addition, other companies may calculate similarly titled non-GAAP financial 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 these non-GAAP financial measures. See the "Non-GAAP Reconciliations" section of this presentation for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures. Vividseats#4Business Highlights & Updates Stan Chia, Chief Executive Officer Vividseats#5Q2 2023 Highlights Marketplace GOV ¹ $954M Revenues $165M Adjusted EBITDA² $31M Record-breaking quarterly GOV driven by notable strength in Concerts Continued profitable growth & cash flow enabling additional strategic partnerships, brand investments and TAM expansion (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 is a non-GAAP financial measure. See the "Non-GAAP Reconciliations" section of this presentation for a reconciliation of Adjusted EBITDA to Net income. Q2'23 Net income was $38.3M and Q2'22 Net income was $24.1M.#6Driving A Differentiated Experience with Strategic Partnerships Dodgers 7 R VIVidseats VIVIdseats KO Download the App for Entry RESERVED VIP SEATING a LATEST SORD 2 # LASORDA 2 RESERVED VIP SEATING VIVIdseats SPEAKEASY Vividseats OFFICIAL TICKET MARKETPLACE OF THE Dodgers#7Financial Results Lawrence Fey, Chief Financial Officer Vividseats#8Marketplace GOV and Revenues (in thousands) $742,138 Marketplace GOV¹ $814,817 $781,834 $845,965 $855,528 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 $953,739 Q2 2023 $130,772 Q1 2022 $147,694 Revenues $156,818 $164,990 $161,063 $165,380 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 (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.#9Net Income and Adjusted EBITDA (in thousands) Net Income margin % $3,138 2% GAAP Net Income¹ $24,060 16% $18,747 12% $24,834 15% $30,272 19% $38,326 23% Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 $21,012 16% Adj. EBITDA margin % Q1 2022 $30,329 21% Adjusted EBITDA² $28,284 18% $33,700 20% Q2 2022 Q3 2022 Q4 2022 $42,435 26% Q1 2023 $31,077 19% Q2 2023 (1) Represents consolidated net income before allocation to noncontrolling interests. (2) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the "Non-GAAP Reconciliations" section of this presentation for a reconciliation of Adjusted EBITDA to net income and Adjusted EBITDA margin to net income margin.#102023 Financial Guidance Key Financial Metrics Marketplace GOV Revenues Adjusted EBITDA¹ 3/7/23 $3.0B to $3.3B $580M to $610M $110M to $115M 5/9/23 $3.15B to $3.40B $605M to $630M $115M to $130M Change ↑ ↑ ↑ 8/8/23 $3.4B to $3.6B $630M to $650M $125M to $135M Change ↑ ↑ ↑ SLO (1) Adjusted EBITDA is a non-GAAP financial measure. See "Important Disclaimers." 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.#11Balance Sheet and Cash Flow Additional 2023 Cash Generation Sizable Cash Balance $306M Strategic Flexibility Undrawn Credit Facility $100M Low Debt Balance $272M¹ (1) Represents term loan principal outstanding. (2) Based on enterprise value, subject to closing adjustments, of ¥8.7 billion converted at a 142.3 JPY/USD exchange rate. Robust cash conversion; generated $83M cash from operations in 1H Cash balance exceeding debt balance¹ by $35M The upcoming acquisition of Wavedash for approx. $61M cash², the leading secondary ticket marketplace in Japan, is indicative of the strategic optionality our cash flow and robust balance sheet enable Ongoing evaluation of opportunities that will expand TAM, drive profitable growth and maximize long-term shareholder returns#12Closing Remarks Stan Chia, Chief Executive Officer Vividseats#13Key Takeaways 1 2 3 Robust Supply and Demand in 1H 2023 Extraordinary 1H 2023 financial results driven by widespread strength in event supply/demand and solid Vivid Seats execution Driving a Differentiated Experience Vivid Seats Rewards offers compelling value that starts with an 11th free ticket and continues with expanded partnerships with key teams that offer exclusive and premium on-site experiences International TAM Expansion Definitive agreement to acquire Wavedash, Japan's leading secondary ticketing marketplace, reflects the strategic flexibility afforded by our strong balance sheet and cash flow#14Q+A#15CK Thank You [email protected] dillo#16Capital Structure CLASS A Publicly traded (SEAT) EPS calculation reflects -49% economic interest and ~49% shares outstanding (1) Shares outstanding, net of treasury stock. 196M Shares Outstanding¹ as of 6/30/23 Class A 96.3 Class B 99.8 CLASS B Privately held by PE investors Convertible 1-for-1 into Class A Consolidated financial statements reflect entirety of operations Class A and Class B holders have equivalent per share economic interests in operating entity#17Supplementary Financial Data - Q2 2023 (in thousands) Revenues: Concerts Sports Theater Other Total Marketplace revenues Revenues Cost of revenues Marketing and selling Contribution margin Revenues Marketplace Revenues by Event Category Cost of revenues Marketing and selling Contribution margin 2023 $77,741 45,349 15,527 533 $139,150 Marketplace $139,150 22,766 65,192 $51,192 Three Months Ended June 30, Marketplace $129,914 18,553 59,412 $51,949 2022 $65,816 51,285 11,856 957 Segment Contribution Margin $129,914 Three Months Ended June 30, 2023 Resale $26,230 19,850 0 $6,380 Three Months Ended June 30, 2022 Resale $17,780 13,869 0 $3,911 % Change 18% -12% 31% -44% 7% Consolidated $165,380 42,616 65,192 $57,572 Consolidated $147,694 32,422 59,412 $55,860 Numerator-basic: Net income Less: Income attributable to redeemable noncontrolling interests Net income attributable to Class A Common Stockholders-basic Denominator-basic: EPS 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: Effect of 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: Effect of Noncontrolling Interests Effect of Exercise Warrants Effect of RSUS Weighted average Class A common stock outstanding-diluted Net income per Class A common stock-diluted Three Months Ended June 30, 2023 $38,326 7,614 30,712 85,269,196 $0.36 $30,712 8,765 18 39,495 85,269,196 110,662,222 446,052 196,377,470 $0.20 2022 $24,060 14,405 9,655 79,256,354 $0.12 $9,655 9,655 79,256,354 2,663 79,259,017 $0.12#18Supplementary Financial Data Historical AOS¹ 329 299 Q1 2019 Q2 285 355 322 Average Order Size ($) 331 427 485 397 Q3 2019 Q4 2019 2020 202 2020 Q4 2020 Q1 2021 405 303 Q3 20 385 368 338 304 388.. (1) Average Order Size ("AOS") is calculated by dividing Marketplace GOV by Total Marketplace orders. 3-4% CAGR 376 363 2021 Q1 20 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 37 Marit#19Non-GAAP Reconciliations (in thousands except for percentages) Net income/ Net income margin Income tax expense (benefit) Interest expense - net Depreciation and amortization Sales tax liability (¹) Transaction costs (2) Equity-based compensation (3) Loss on extinguishment of debt (4) Litigation, settlements and related costs (5) Change in fair value of warrants (6) Change in fair value of contingent consideration (7) Loss on asset disposals (8) Adjusted EBITDA / Adjusted EBITDA margin Q1 2022 $3,138 $76 $3,942 $1,385 $922 $1,402 $3,597 $4,285 -$14 $2,279 $21,012 2022 Q2 2022 $24,060 $2,699 $1,726 $2,010 $2,345 $5,312 $1,009 -$8,832 Q3 2022 $18,747 $118 $2,901 $2,158 -$118 $538 $5,073 $89 -$65 -$1,220 $63 $30,329 $28,284 Q4 2022 $24,834 -$1,784 $3,316 $2,463 $555 $5,071 2023 $1,393 -$1,609 Q1 2023 Q2 2023 $30,272 $38,326 $285 -$24,485 $3,280 $2,772 $2,598 $2,704 $456 $5,530 $300 -$327 -$845 $34 $306 $7 $33,700 $42,435 $4,488 $7,380 -$66 $1,000 -$1,052 Q1 2022 2.4% 0.1% 3.0% 1.1% 0.7% 1.1% 2.8% 3.3% 0.0% 1.7% $10 $31,077 16.1% (4) Losses incurred resulted from the extinguishment of the June 2017 First Lien Loan in February 2022. (5) These amounts relate 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 Vivid Picks cash earnouts. (8) This relates to asset disposals, which are not considered indicative of our core operating performance. Q2 2022 16.3% 2022 1.8% 1.2% 1.4% 1.6% 3.6% 0.7% -6.0% 20.5% Q3 2022 Q4 2022 12.0% 0.1% 1.8% 1.4% -0.1% 15.1% -1.1% 2.0% 1.5% 0.3% 3.2% 0.1% 0.0% -0.8% 0.0% 18.0% 0.3% 3.1% 0.8% -1.0% -0.5% 0.2% 20.4% Q1 2023 18.8% 0.2% 2.0% 1.6% 0.3% 3.4% 0.2% -0.2% 0.0% 2023 0.0% 26.3% Q2 2023 23.2% -14.8% 1.7% 1.6% 2.7% 4.5% 0.0% 0.6% -0.6% Notes: (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 2H 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 12/31/2022. (2) Transaction costs consist 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 expenses incurred in connection with a secondary offering by Hoya Topco, LLC of our Class A common stock, expenses incurred for strategic investments and legal expenses and retention bonuses related to our acquisition of Betcha Sports, Inc. ("Betcha," which was rebranded as "Vivid Picks"). Transaction costs recognized in 2022 were primarily related to the merger transaction with Horizon Acquisition Corporation (the "Merger Transaction"), our acquisition of Betcha and the refinancing of the June 2017 First Lien Loan with the February 2022 First Lien Loan. (3) We incur equity-based compensation expenses for profits interests issued prior to the Merger Transaction and equity granted pursuant to the 2021 Incentive Award Plan (the "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, directors and consultants. The 2021 Plan became effective on 10/18/2021. 0.0% 18.8%