Vivid Seats Results Presentation Deck

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#1Vividseats Experience It Live Q2 2022 Financial Results August 9, 2022 (Nasdaq: SEAT)#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 launch of Vivid Picks, the effects of a recession and inflation, 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#5Q2 2022 Financial Highlights ● Marketplace GOV¹ $815M Revenues $148M Adjusted EBITDA² $30M Up 18% from Q2'21 Up 28% from Q2'21 Down 16% from Q2'21 Excellent results driven by record Q2 Marketplace GOV and highest quarterly Marketplace Orders ever (+41% y/y) Reflects pent-up live event demand and our flywheel's ability to capture that strength Adjusted EBITDA Margin (21%) reflects q/q improvement in cancellations and Vivid Picks integration (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. Q2'22 net income was $24.1M and Q2'21 net income was $2.6M. Q2'22 net income margin was 16.3% and Q2'21 net income margin was 2.3%. Vivid Seats . 5#6Betcha Shopping Integration & Rebrand to VVividpicks 9:41 © $1,382.94 a Search for a team player Games for you Pirates - Cubs Avel Emp PHI.C ALL Today vividpicks O NFL Aaron Rodgers 08-08 NDA MLR in 100 pm Packers - Chiefs LeBron James NHL Your teams 4 Tyreek Hi KC WH 4 MLB Thu 7:00 pm Michigan - Wisconsin MOMCH-G Score Sickets to see your pick 9:41 Your favorites in action. $90 Chicago ALL Mon Jul 25 7:05p Tue Jul 26 7:30p Sat Jul 30 6:15p MLB VIVidpicks Get Tickets to Watch Live Go all in on game day. Score seats to see your top picks, fave teams, and biggest matchups. Pittsburgh Pirates at Chicago Cubs NFL MLB Network Tote Bag Giveaway Wrigley Field - Chicago, IL Las Vegas Aces at Chicago Sky Recently Viewed 2022 WNBA Commissioners Cup Championship Wintrust Arena - Chicago, IL NASCAR Oakland Athletics at Chicago White Sox Guaranteed Rate Field - Chicago..... qup Monster fam .... Your teams 3 View all WNBA Shop Tickets Shop Tickets Shop Tickets View all Integrated shopping within core experience N 9:41 Everyone Activity WontStopCantStop bought tickets to the Pirates at Cubs game. 2h ago MLB Mon, Jul 25 7:05pm Wrigley Field - Chicago, IL 45 Following rhinocerious1985 made four picks on a MLB game. 2h ago MLB MLB Showdown 7/14 Shoehei Ohtani 6.5 Pitching Strike... 568 Ronald Acuña Jr. 1.5. Total Bases Shop Play Bog Kelly +4 Stitch play + shop within activity feed 9:41 < Pirates @ Cubs Mon Jul 25 7:05p AFFERALES ↓↑ Best Value a Upper Reserved 309. Row 3 Mobile Tickets | 2-4 tickets Upper Reserved 309. Row 3 Mobile Tickets | 2-4 tickets Upper Reserved 309. Row 3 1 ticket Upper Reserved 309. Row 3 Instant Delivery | 1 ticket Upper Reserved 309. Row 3 Instant Delivery | 1 ticket Upper Reserved 300 Row 3 ||₁ ill Filter $56 ea $96 ea $96 ea $96 ea $96 ea $96 ea Full interactive maps to aid in purchasing 9:41 Checkout Mobile tickets Upper Reserved 309 • Row 3 Pittsburgh Pirates @ Chicago Cubs Mon Jul 25.7:05p | Wrigley Field - Chicago, IL Contact Payment Total Pirates @ Cubs Mon Jul 25-7:05p Insurance [email protected] 999-999-9999 VISA 1111 Protect your purchase $78.00 USD $168.00 USD ✔ Apply $90 Credit Add Promo/Gift Code Swipe to Pay X 3 x $56 ea By placing order, you agree to our sales terms and Reward Program terms. All sales are final and are in USD. > Streamlined checkout with rewards built in > 9:41 +$1,983.50 300.50 100.23 Picks MAY 26 Thu 13,543 XP WontStopCantStop Thomas Coleman Boston Celtics 3 Tickets JUL 25 Thu 473 Followers 58 Following 3 Tickets Tickets ... - - GM ... a Badges DAL Mavericks vs. GS Warriors... 6:30 PM Chase Center San Francis... UPS Basic Delivery Processing Processing PIT Pirates vs. CHI Cubs 7:05 PM. Wrigley Field Chicago, IL Mobile Tickets Status + fulfillment within the app Vivid Seats . 6#7Other Key Milestones Announced multi-faceted partnerships with Rolling Stone and Bleacher Report as Official Ticketing Partner ● Joined broad-market Russell 2000® and Russell 3000Ⓡ Indexes Named to Fast Company's Best Workplaces for Innovators in consumer products and services RS B-R FTSE Russell BEST WORKPLACES FOR INNOVATORS 2022 Vivid Seats. 7#8Financial Updates Lawrence Fey, Chief Financial Officer Vividseats#9Marketplace GOV and Revenues (in thousands) $116,473 Marketplace GOV¹ $693,090 $713,062 $876,467 $742,138 $814,817 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 $24,114 $115,498 Revenues $139,538 Q1 2021 Q2 2021 Q3 2021 $163,888 Q4 2021 $130,772 Q1 2022 (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. $147,694 Q2 2022 Vivid Seats . 9#10Net Income/(Loss) and Adjusted EBITDA (in thousands) -84% ($20,251) Q1 2021 1 GAAP Net Income (Loss) ¹ $2,645 ($1,847) $324 -1% 0% 2% Net Income (Loss) margin % Q2 2021 Q3 2021 Q4 2021 $3,138 $24,060 16% Q1 2022 Q2 2022 $36,195 $4,187 31% 17% Adj. EBITDA margin % Adjusted EBITDA ² $41,965 Q1 2021 Q2 2021 30% $27,522 17% Q3 2021 Q4 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. $21,012 16% Q1 2022 $30,329 21% Q2 2022 Vivid Seats 10#11Net Debt and Cash Flow Cash as of 6/30/22 $288M As compared to $314M as of 3/31/22 Reduction reflects typical working capital seasonality across Inventory and Accounts Payable Term Loan outstanding principal as of 6/30/22 $274M $14M net cash position with $100M undrawn credit facility (in thousands) Cash Flow from Operations Q2'21 benefited from change in net operating assets as pandemic subsided $152,235 $30,761 $32,266 $4,669 Q1 2021 Q2 2021 Q3 2021 Q4 2021 $23,534 Q1 2022 ($22,128) Q2 2022 Vivid Seats . 11#122022 Financial Guidance Key Financial Metrics Marketplace GOV Revenues Adjusted EBITDA¹ March 10, 2022 $2.70B to $3.00B $510M to $550M $110M to $115M May 10, 2022 $2.80B to $3.05B $520M to $555M $110M to $115M Q1 Update ↑ ↑ ↑ August 9, 2022 $2.95B to $3.15B $540M to $570M $110M to $117M (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. Q2 Update ↑ ↑ ↑ Vivid Seats . 12#13Closing Remarks Stan Chia, Chief Executive Officer Vividseats#14Key Takeaways Capturing Pent-up Demand & Converting to Profitability Consumer Uncertainty & Our Right to Win Our Differentiated Platform Ecosystem We achieved our highest quarterly Marketplace Orders ever in Q2'22 which resulted in record-setting Q2 Marketplace GOV while demonstrating the ability of our business and strategy to capture pent-up demand following the pandemic, with topline growth flowing through to profitability. We believe the live event industry with its long-term tailwinds may be somewhat insulated in a recession when compared to other consumer discretionary categories, and our differentiated offering and lean cost structure give us a right to win regardless of macro conditions. We launched Vivid Picks and continue to innovate and integrate our platform ecosystem so fans increasingly view us as the partner of choice to connect them to their favorite live events. We remain disciplined but will continue to lean-in to what is working. Vivid Seats . 14#15Q&A Vividseats#16Thank You [email protected]#17Supplementary Financial Data - Q2 2022 (in thousands) Marketplace Revenues by Event Category Revenues: Concerts Sports Theater Other Total Marketplace revenues Revenues Cost of revenues (exclusive of depreciation and amortization shown separately below) Marketing and selling Contribution margin Revenues Cost of revenues (exclusive of depreciation and amortization shown separately below) $ Marketing and selling Contribution margin $ Three Months Ended June 30, 2022 2021 Segment Contribution Margin $ 65,816 $ 51,285 49,843 $ 48,005 6,515 11,856 957 285 129,914 $ 104,648 $ $ Marketplace 129,914 $ Three Months Ended June 30, 2022 Resale 18,553 59,412 51,949 $ Change Marketplace 104,648 $ 13,707 46,422 44,519 $ 15,973 3,280 5,341 672 25,266 17,780 13,869 3,911 Three Months Ended June 30, 2021 Resale 10,850 6,279 4,571 $ $ % Change 32% 7% 82% 236% 24% Consolidated 147,694 32,422 59,412 55,860 Consolidated 115,498 19,986 46,422 49,090 Numerator-basic: Net income EPS¹ Less: Income attributable to redeemable noncontrolling 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: 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 Exercise Warrants Effect of RSUS Weighted average Class A common stock outstanding-diluted Net income per Class A common stock-diluted es Three Months Ended June 30, 2022 (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. Vivid Seats . 24,060 14,405 9,655 79,256,354 0.12 9,655 17 9,655 79,256,354 2,663 79,259,017 0.12#18Supplementary Financial Data - Historical AOS¹ 450 400 350 300 250 200 329 299 285 Average Order Size ($) 355 397 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2021 (1) Average Order Size ("AOS") is calculated by dividing Marketplace GOV by Total Marketplace orders. 405 Q2 2021 303 Q3 2021 385 i Q4 2021 368 Q1 2022 338 Q2 2022 Vivid Seats . 18#19Non-GAAP Reconciliations (in thousands except for percentages) Net income (loss) / Net income (loss) margin Income tax expense Interest expense - net Depreciation and amortization Sales tax liability (¹) Transaction costs (2) (3) Equity-based compensation Loss on extinguishment of debt (4) Litigation, settlements and related costs (5) Severance related to COVID-19 (6) Change in fair value of warrants (7) Adjusted EBITDA / Adjusted EBITDA margin Q1 2021 -$20,251 $16,319 $295 $2,261 $3,546 $1,090 $641 $286 $4,187 Q2 2021 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 Q1 2022 2022 $3,138 $76 $3,942 $1,385 $922 $1,402 $3,597 $4,285 -$14 $2,279 $21,012 Q2 2022 $24,060 $0 $2,699 $1,726 $2,010 $2,345 $5,312 $1,009 -$8,832 $30,329 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% 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 2.4% 0.1% 3.0% 1.1% 0.7% 1.1% 2.8% 3.3% -0.0% 1.7% 16.1% Q2 2022 16.3% Vivid Seats . 19 1.8% 1.2% 1.4% 1.6% 3.6% 0.7% -6.0% 20.5%#20Non-GAAP Reconciliations 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 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 during the period ended June 30, 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 2022 were related to the merger transaction with Horizon Acquisition Corporation (the "Merger Transaction"), the acquisition of Betcha Sports, Inc. ("Betcha"), refinancing the remaining June 2017 First Lien Loan with a new February 2022 First Lien Loan and our offering to the holders of our outstanding public warrants to receive shares of Class A Common Stock in exchange for each outstanding public warrant tendered by the holder. Transaction costs recognized in 2021 were related to the Merger Transaction, to the extent they were not eligible for capitalization. (3) 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. (4) 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. (6) These charges relate to severance costs resulting from significant reductions in employee headcount due to the effects of the COVID-19 pandemic. (7) This relates to the revaluation of Hoya Intermediate Warrants following the Merger Transaction. 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"). . . . . ● Vivid Seats 20

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