#1Vividseats Experience It Live Q3 2022 Financial Results November 8, 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#5Q3 2022 Financial Highlights ● Marketplace GOV¹ $782M Revenues $157M Adjusted EBITDA² $28M Continued to capture industry strength (quarterly records for both Marketplace GOV and Revenues for six consecutive quarters) Adj. EBITDA Margin (18%) reflects sequentially higher marketing expense, but steady G&A expense (net of EBITDA adjustments) Remained highly profitable while making targeted investments to strengthen our differentiated platform (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. Q3'22 net income was $18.7M and Q3'21 net loss was $1.8M. Q3'22 net income margin was 12.0% and Q3'21 net loss margin was 1.3%. Vivid Seats. 5#6Growing Our Brand Driving targeted awareness & brand trust Category Reach & Conferred Brand Equity Vividseats BONUS 11TH PLAY ESPI NCAAF Two QBs say they're joining Virginia Tech Marshall's Grant Wells, South Carolina's Jason Brown transferring RS rollingstone G vividseats. This looks like so much fun! 00 4w 16 likes Reply ESPR raniakartouch THE OUTFITS>>>> 4w 5 likes Reply valefariasch Frezza @babynezza landed in sunny Las Vegas to attend #LifelsBeautiful with @rollingstone and @vividseats 4w SEPTEMBER 19 Liked by taraolsonmedina and 5,764 others Add a comment... HAWKS AT LAKERS TONIGHT 10ET ♡ ♡ ♡ TOP 口 ESPO Post RS Targeted Recruitment of High-Value Audiences ADWEEK BRANDING Vivid Seats Bets on a Loyalty Program With an Innovative Media Plan Based on the Number 11 The ticket marketplace's brand campaign retools the SportsCenter Top Ten Vivid Seats highlighted its rewards program for its first ad campaign. 72andSunny LA, Vivid Seats AdAge TICKETING BUSINESS Hot Spots WATCH THE NEWEST COMMERCIALS FROM CANON, VIVID SEATS, MILK-BONE AND MORE MMediaPost Agency Daily Vivid Seats 'Rewards' Fan Dreams In Latest Brand Campaign to Forn Singel Seotember 23 2022 Vivid Seats launches campaign focusing on 11th free ticket Vivid Seats has launched an integrated campaign produced with creative agency 72andSunny LA, which highlights loyalty programme, Vivid Seats Rewards. Ticket marketplace Vivid Seats has launched an integrated campaign produced with creative agency 72andSunny LA, which highlights loyalty programme, Vivid Seats Rewards. Cultural Cachet with New Demos HENDERSON 32 Vibes UP! TRIANGLE TRACKER Doritos Vividseats Vivid Seats . 6#7Building Customers For Life With unified customer profiles powering personalized fan recommendations W Engagement Data Transactional Data Identifying Data Bought 49ers Browsed Warriors Read Blog Added Favorites Abandoned Cart Anonymous Visit 10/5 Anonymous Visit 11/3 Home Email - [email protected] Work Email - [email protected] IDENTITY RECONCILED Jay Doe Rolling In Doe, Inc. [email protected] Vivid Seats App: ID: 12ab-ef69 Push Token = Yes Spotify Connected = No Favorites Added = Yes Vivid Picks App: ID: JK11-45331000 Source = Referral Push Token = Yes Ownership Challenge = No Loyalty & LTV: Loyalty Opted-In = Yes Last Engagement = 7 Days Last Transaction = 1 Month LTV = $$$ LAX SFO Last Region Home Region Sports Repeater HHH GOLDEN Key Sport STATE RS OPPTY EX Last Minute Wknd Tickets Implicit Favorites Profile & Preferences + Distance Traveler Vivid Seats Propensities SE Frequent Athlete Explicit Favorites OPPTY Last Minute Buyer Vivid Picks Propensities 5 Friends In Network OPPTY DFS Play DFS Become Referrer New League Next Best Action/LTV Drivers 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 $781,834 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 $24,114 $115,498 Revenues $139,538 $163,888 $130,772 $147,694 (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. $156,818 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Vivid Seats . 9#10Net Income/(Loss) and Adjusted EBITDA (in thousands) GAAP Net Income (Loss) ¹ Net Income (Loss) margin % $2,645 ($1,847) 2% -1% $324 0% $3,138 2% $24,060 16% $18,747 12% -84% ($20,251) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 17% $36,195 $4,187 31% Adjusted EBITDA ² 2 $41,965 30% $27,522 Adj. EBITDA margin % N7% $21,012 16% $30,329 (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% $28,284 18% Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Vivid Seats. 10#11Net Debt and Cash Flow Cash as of 9/30/22 $274M Compared to $288M as of 6/30/22 Repurchased $3M of stock in ● Q3 YTD cash flow burdened by non-recurring items: - Sales tax settlements - Pandemic store credits - Normalization of seller payables Term Loan Principal outstanding as of 9/30/22 $274M Strong balance sheet, along 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 $23,534 ($17) ($22,128) Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Vivid Seats . 11#122022 Financial Guidance Key Financial Metrics Marketplace GOV Revenues Adjusted EBITDA¹ 3/10/22 $2.70B to $3.00B $510M to $550M $110M to $115M 5/10/22 $2.80B to $3.05B $520M to $555M $110M to $115M Q1 Update ↑ ↑ 8/9/22 $2.95B to $3.15B $540M to $570M $110M to $117M Q2 Update ↑ ↑ ↑ 11/8/22 $3.05B to $3.20B $580M to $595M $110M to $117M Q3 Update ↑ ↑ ↑ (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#13Closing Remarks Stan Chia, Chief Executive Officer Vividseats#14Key Takeaways Capitalizing on industry strength 1 Live event demand remained robust and displayed resiliency to recessionary factors. Vivid Seats capitalized on industry strength and continued to set records for Marketplace GOV and Revenues. 2 3 Targeted brand investments and higher repeat rates We are amplifying our right to win with targeted investments in our brand and differentiated offering. We are still early on our brand journey, but gaining traction with higher repeat rates across event categories. Profitable and opportunistic Vivid Seats is unhindered, due to its scale and strong balance sheet, and can afford to be both profitable and opportunistic in the competitive environment. Vivid Seats. 14#15Q&A Vividseats#16Thank You [email protected]#17Supplementary Financial Data - Q3 2022 (in thousands) Revenues: Concerts Sports Theater Marketplace Revenues by Event Category Three Months Ended September 30, 2022 2021 Other Total Marketplace revenues Revenues Cost of revenues Marketing and selling Contribution margin Revenues Cost of revenues Marketing and selling Contribution margin 63,802 52,812 13,526 402 $ 130,542 $ $ $ $ Segment Contribution Margin $ Marketplace 130,542 17,950 66,323 46,269 55,343 $ 53,485 11,131 506 120,465 $ Marketplace Three Months Ended September 30, 2022 Resale 120,465 15,694 371 54,400 $ Change $ $ 8,459 (673) 2,395 6,609 (104) 10,077 26,276 $ 19,667 Three Months Ended September 30, 2021 Resale 4,292 19,073 $ 14,781 % Change Consolidated 15% (1)% 22% (21)% 8% 156,818 37,617 66,323 52,878 Consolidated 139,538 30,475 50,371 58,692 EPS¹ Numerator-basic: Net income 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 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 RSUS Weighted average Class A common stock outstanding-diluted Net income per Class A common stock-diluted $ $ $ Three Months Ended September 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. 18,747 11,084 7,663 81,996,447 0.09 Vivid Seats. 17 7,663 1 7,664 81,996,447 27,016 82,023,463 0.09#18Supplementary Financial Data - Historical AOS¹ 450 400 350 300 250 200 329 299 285 355 Average Order Size ($) 397 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2021 405 Q2 2021 (1) Average Order Size ("AOS") is calculated by dividing Marketplace GOV by Total Marketplace orders. 303 Q3 2021 385 368 ii 338 Q4 2021 Q1 2022 Q2 2022 304 Q3 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) Equity-based compensation (3) 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) Change in fair value of contingent consideration (8) Loss on asset disposals (⁹) 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 $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 $30,329 Q3 2022 $18,747 $118 $2,901 $2,158 -$118 $538 $5,073 $89 -$65 -$1,220 $63 $28,284 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% I I 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% Q1 2022 2.4% 0.1% 3.0% 1.1% 0.7% 1.1% 2.8% 3.3% -0.0% 1.7% 16.1% 2022 Q2 2022 16.3% 1.8% 1.2% 1.4% 1.6% 3.6% 0.7% I -6.0% I 20.5% Vivid Seats. 19 Q3 2022 12.0% 0.1% 1.8% 1.4% -0.1% 0.3% 3.2% 0.1% -0.0% -0.8% 0.0% 18.0%#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 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 aforementioned liability was fully paid in October 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" rebranded as "Vivid Picks"), refinancing of the remaining June 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. 2017 First 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 (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. (5) 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. This relates to the revaluation of Hoya Intermediate Warrants following the Merger Transaction. (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. 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