Good morning, and welcome to Vivid Seats Fourth Quarter and Full Year 2021 Earnings Conference Call. Following management’s prepared remarks, we will open the call for Q&A. I would now like to turn the call over to Kate Copouls. You may begin.

Good morning, and welcome to Vivid Seats fourth quarter and full year 2021 earnings conference call. I’m Kate Copouls, Head of Investor Relations at Vivid Seats. Joining me today to discuss Vivid Seats results are Stan Chia, Chief Executive Officer; and Larry Fey, Chief Financial Officer. By now, everyone should have access to the company’s fourth quarter and full year earnings press release filed earlier this morning. We have also provided supplemental earnings slides. The press release and earnings slides are available on the Investor Relations page of Vivid Seats website at investors.vividseats.com. During the course of this call, management may make forward-looking statements within the meaning of federal securities laws. These forward-looking statements are subject to the risks and uncertainties as described in the company’s earnings press release and other filings with the SEC. On today’s call, we will refer to adjusted EBITDA, a non-GAAP financial measure that we believe provides useful information for our investors. You will find a historical reconciliation of adjusted EBITDA to the corresponding GAAP measure in the earnings press release and other filings with the SEC. And now, I’d like to turn the call over to Stan.

Good morning, everyone, and thank you for joining us today. It was both a record-setting milestone year to come back here for Vivid Seats with the rapid return of live events that began during the second quarter. Our performance continues to build on our positive momentum and reflects the clear desire of fans to return to their favorite events. Early in 2022, we reached our 100 million ticket milestone. It is an accomplishment that reflects our profitable growth at scale and is another example of the incredible momentum we are seeing as a brand and as a business. We believe our Marketplace delivers a seamless and trusted experience for fans to safely buy tickets, so they can attend more of their favorite events. I’m proud that we have played a part in creating over 100 million customer memories. Larry will take you through the fourth quarter results and 2021 full year numbers in more detail. But first, I want to comment on some highlights. For full year 2021, despite limited volume in the first quarter, we delivered our highest annual Marketplace GOV ever of $2.4 billion, exceeding 2019’s Marketplace GOV of $2.3 billion. We delivered $443 million of revenues and $110 million of adjusted EBITDA. Following record-setting third quarter performance, we are pleased to have delivered another record-setting quarter for Marketplace GOV and revenue in the fourth quarter, despite the impact of Omicron. Throughout 2021, we not only rebuilt the business to its prior scale, but also pursued and executed on a number of strategic objectives that will enhance our long-term opportunities. First, with the return of live events happening more quickly than originally anticipated, we pulled forward our brand launch into the fourth quarter of 2021. Since the launch of our rebrand, we have seen a meaningful increase in awareness in the geographies we targeted with our brand efforts. We view brand awareness as an important pillar with meaningful long-term benefits and our guidance reflects incremental brand investments for 2022. In parallel with these brand investments, we will continue to be aggressive with additional performance marketing spending that will grow in line with Marketplace GOV. As we see competitive marketing and pricing pressures continue to build, we remain armed with a strong balance sheet that we are poised to utilize aggressively to compete. We believe Vivid Seats comes from a place of strength, given that we are already scaled and highly profitable, even on the first transaction. We also saw strong adoption on the seller side with over 100 new sellers added to SkyBox since mid-2021. SkyBox, our proprietary ERP that we offer to sellers free of charge, was already one of the most widely adopted in the industry and we continually upgrade this platform to support evolving seller needs. Next, in December, we completed the acquisition of Betcha Sports, a real money daily fantasy sports app with social and gamification features that allow fans to utilize their skills and engage with their favorite live sports. The acquisition of Betcha will allow Vivid Seats to extend our marketplace technology into the online gaming sector, accelerating our journey into naturally adjacent areas. Betcha has an intuitive and simple-to-use interface that allows both casual and super fans multiple ways to play and win together. We believe this acquisition can significantly increase our TAM and, more importantly, create a monetizable engagement platform that allows a unique ability to bi-directionally drive efficient customer acquisition. User engagement within our product ecosystem remains central to our long-term strategy, and Betcha users are highly engaged, placing on average more than 10 entries per month. While Betcha is still a small business, we are excited to continue building and integrating our products and brands to leverage engagement across all our categories. We’ve been incredibly impressed with Betcha’s team and look forward to leveraging our collective expertise and passion for live events. Additionally, we continue to forge partnerships that will help us deliver exceptional experiences to our customers. We renewed our multi-year deal with ESPN as their official ticketing partner. And as part of this partnership, we deployed an extensive media campaign across ESPN platforms to introduce our new brand and drive awareness to the more than 150 million fans ESPN reaches each month. Expanding partnerships with category leaders like ESPN bolsters our efforts to solidify Vivid Seats as the marketplace of choice. Finally, we have continued to invest in our customer service. In the fourth quarter, we officially opened a new customer experience facility in Coppell, Texas. Vivid Seats has a track record of providing excellent customer service and for the last three years has been recognized by Newsweek as one of America’s Best Companies for Customer Service. We remain committed to continually raising the bar and increasing customer satisfaction. Our success this year is a testament to the strength and dedication of our team. In January, we were proud to once again be recognized by Built In as one of the best places to work in Chicago. I’m also proud that we have continued to support and raise awareness of important causes. To celebrate our 100 million ticket milestone, we donated $100,000 to MusiCares, the leading music charity in the United States, to help strengthen MusiCares’ relief efforts, supporting those in the music community and their families. Additionally, in light of the current humanitarian crisis, we are joining all those calling for peace in Ukraine and lending our support during this horrific time. Through our charitable organization, Vivid Cheers, we will be donating $100,000 to help those most in need. With that, I will turn it over to Larry.

Thank you, Stan. I am pleased that our second earnings call once again aligns with record results, despite the ongoing impact of COVID-19 and most recently, the Omicron variant. As Stan mentioned, we set company records for Marketplace GOV and revenues in the fourth quarter. In addition, we exceeded the high end of full year guidance across each of Marketplace GOV, revenues and adjusted EBITDA. Our record Q4 Marketplace GOV of $876 million was fueled by the continued return of live events and represents a 23% sequential increase from Q3’s record-setting marketplace GOV. Our Q4 GOV benefited from a meaningful increase in average order size from roughly $300 in Q3 to nearly $400 in Q4. The increase in average order size is partially attributable to typical seasonal mix but also reflected an improving demand environment throughout most of the quarter. That said, it is worth noting that the latter part of the quarter was negatively impacted by Omicron. The impact was most pronounced in theater, with numerous Broadway productions canceling, along with noticeable impacts across the NBA, NHL, and college football. Our record-setting quarterly revenues of $164 million were primarily driven by our strong Marketplace GOV performance. Our take rate, which we calculate by dividing our marketplace revenues by our Marketplace GOV, decreased 60 basis points to 16.3% from 16.9% in Q3. This is consistent with typical seasonality due to event mix in Q4. Our underlying take rates remain largely consistent with historical levels. In the fourth quarter, we generated $28 million of adjusted EBITDA, which represents an approximate 17% adjusted EBITDA margin. Adjusted EBITDA and adjusted EBITDA margin declined sequentially, as we invested significant amounts in our new brand. These investments drove meaningful improvements in brand awareness and target markets, which we believe will generate meaningful long-term benefits. Turning to our 2022 financial guidance, we anticipate 2022 Marketplace GOV to be in the range of $2.7 billion to $3.0 billion, with revenues in the range of $510 million to $550 million. At the midpoint of guidance, we are forecasting nearly 20% year-over-year growth for both Marketplace GOV and revenues. Moreover, our 2022 Marketplace GOV guidance is 21% higher than our Analyst Day projections, with our 2022 revenue guidance also 15% above previously projected levels. Please note our guidance assumes that roughly one quarter of the MLB Season does not occur due to the ongoing lockout. Our guidance also assumes that our gross take rates remain in line with historical levels, while cancellation rates normalize over the course of the year. We launched our loyalty program in late 2019. And as a reminder, the cost of that program is recorded as a contra revenue, thereby causing some take rate compression when comparing to the full year 2019. We anticipate generating $110 million to $115 million of adjusted EBITDA. This guidance reflects continued investment in our brand, investments to scale our new daily fantasy sports offering, and the build-out of our public company infrastructure. Relative to 2019, the aggregate spend in these categories collectively represents $33 million of incremental expense. We are pleased that the growth of our business is enabling exciting long-term investments that position us well to continue delivering robust growth. Our marketing budget contemplates continued investment in building our brand while maintaining our historical strength in performance marketing channels. If we see additional or perhaps even irrational spend from competitors, we will defend our shares as necessary and leverage our differentiated scale and cost structure to win over the long-term. On the gaming front, Betcha revenues and expenses will be captured in our Marketplace segment. Betcha is currently in a hyper growth phase, but off of a small base. As such, Betcha’s current contribution is not material to our financials. That said, we do anticipate several million dollars of net investment between marketing and G&A in 2022 to properly scale this offering. We are excited about the significant enhancement to our TAM that Betcha brings through a category with high relevance to our customers. We continue to believe our adjusted EBITDA margins will be north of 30% in the long-term, as we reap the benefits of these near-term investments.

Thanks, Larry. To conclude, we closed out our first fiscal year as a public company with another record-setting quarter. Our strong financial results and robust balance sheet, combined with our strategic investments, position us well for 2022 and beyond. We believe nothing beats the thrill of life. And it’s clear that there is a strong and growing consumer demand for experiences. Indeed, already in 2022, Vivid Seats had a record-breaking Super Bowl, with both Marketplace GOV and Marketplace orders more than double our previous record for the big game. We remain focused on creating exceptional experiences for our customers and identifying opportunities to drive sustained growth and shareholder value. And with that, operator, I will open it up for questions.

Our first question comes from Stephen Ju with Credit Suisse.

Okay, thank you. So, Stan, I wanted to dig in a little bit on your commentary regarding Betcha. So do you think the top of the funnel for Betcha to be longer-term of similar size or larger than Vivid Seats? And just trying to figure out like which property you will serve as a source of leads? The other was the aim here to just layer in a service that may perhaps be a little bit more rapid-fire in terms of consumer visits? And also, Larry, in your prepared remarks, you talked about the potential for irrational marketing spend from competitors. And can you talk about how often that has happened in Vivid Seats, I guess, pre-pandemic operating history? I mean, it might be irrational to you, but it might be rational to them. So just kind of talk about what might have happened before and how you operate it through such a challenge? Thanks.

Hey, Stephen, good morning, it's great to hear from you. On the Betcha front, I think Betcha is still for us a small hyper-growth opportunity, but we’re really excited about the signs that we’ve seen there. As we’ve talked about, both in the prepared remarks and prior, as we think about building out an ecosystem of products that really allow consumers to experience the thrill of live in multiple ways. The engagement components of Betcha have been really promising so far. As we take what’s historically been a lower order frequency category in live events and combine that with an asset that is showing us 10-plus entries per month, I think we remain really excited about that as a channel to drive enhanced engagement from consumers. And then forthcoming from that, I think our ability to use the two categories and monetize both channels, whether it’s the live event ticketing space or engagement for daily fantasy remains very exciting. So, as we look at customer acquisition in the future, I think we’re excited to have this as a weapon in our arsenal that we can continue to really drive efficient customer acquisition, where the consumer also has a fantastic experience while doing it.

Yeah, on the competitor question, I’d say as a general rule, it’s been a pretty consistent competitive landscape. There have been moments in time that are exceptions. I probably point to when StubHub launched for sale, and they were eager to show that the business was growing. They may have been more aggressive than the spreadsheet would otherwise tell you for that type of intangible reason. But for the most part, other than brief windows of time, it’s been a well-functioning landscape. If you think about the comments that we made when we talk about irrationality, we hear you. Different people, different objectives, different paradigms. When we say that, we have a pretty good ability to infer what the lifetime value of customers is, based on what we know about repeat rates across the industry and what we see with repeat rates. And so when you triangulate around what people are charging, which we have visibility into, what that turns into in terms of their take rate and match that against what we’re seeing them spend, if you come to a view that there are negative lifetime value decisions being made, that’s where we say it’s irrational, not necessarily just losing money in the current period, set up for future success.

Thank you.

The next question comes from Ralph Schackart with William Blair.

Good morning. Thanks for taking the question. First question, I guess would be for Larry, talked about sort of the impact in Q4 for the Omicron variant and guessing that spilled obviously into Q1 as well. But maybe if you could sort of help us think about and quantify the impact as it relates more specifically to 2022. And then maybe if you could sort of lump them there with MLB Season and the other headwinds that you might be seeing in 2022 guide as it relates to either end market or the variant would be helpful? Thanks.

Yeah. So it was interesting. I think, in a lot of ways with hindsight, Omicron was a less potent variant than certainly Delta was, but probably had a more meaningful impact to our business than Delta did, just given the sheer number of people that came down with Omicron. And the form that it really took was less about canceling events because of health concerns or regulatory concerns and more about the performers, whether it was players in college football, NBA players, or theater performers, them getting COVID via Omicron and needing to postpone or cancel the production because they themselves had. We saw a very meaningful ramp, or better defined as a spike starting in mid-December. That continued almost to the day for like a month to mid-January and was pretty meaningful impact throughout. Now, it happens to be the case that the Christmas to New Year’s window is a pretty slow period for our business in a normal year. So probably less damage on an absolute basis in December than you see in January when things start to resume. I will say it has recovered. So that’s now in the past, but it will be an impact that sticks with us for the balance of the year, given Vivid Seats into January. And then to the question on baseball, yeah, we all wish we had a crystal ball. And we’re really hoping to get a positive surprise last night, but that didn’t happen. So we’ve built our guidance assuming that a quarter of the season doesn’t occur. As you can imagine, we are generally back half-weighted. As the game starts to matter more if you get into the playoffs, it's more impactful to assemble to GOV and margin. First, that said, it’s still painful. And so hopefully our quarter of a season estimate proves conservative. But with where things currently stand, I think it’s an unknown.

Great. One more, Larry, while I have you. Can you just remind me of the seasonality that you would typically see? I’m guessing 2022 isn’t sort of a normalized environment, but sort of walk through the puts and takes of what you would normally see in terms of seasonality in 2022. On one side, you’ve got the consumer people really want to get out to events, but there might be some capacity constraints, which sort of help us think through that for the year? Thank you.

Yeah. So, in a normal year, we generally see about 30% of our GOV happening in Q4, which is a result of all the sports being in season, holiday shows like The Nutcracker, and then a lot of concerts on sale for the following summer. The remaining 70% roughly splits evenly across quarters. One year, if you want, might be higher than Q2; the next it’ll invert, and that will often be determined by whether it was a good Superbowl matchup, whether it was a good NBA playoff matchup, or whether there were Game 7s in NBA and NHL playoffs. So, it's hard to predict with precision beyond Q1 to Q3 are generally similar to one another. I think given what we saw in Q1 coming out of the gate, all else equal, you’d assume that to be a little bit less than normal. But for, we now have a reason for Q2 to be a little bit less than normal with this whole MLB start.

Okay. That’s helpful. Thanks, Larry.

Our next question comes from Jason Bazinet with Citi.

Thanks. I appreciate the guidance and MLB commentary. I just had a question about how you thought about higher energy prices as it relates to demand for secondary tickets, just because I think it’s been 15 years since we’ve seen energy prices, the size, we probably don’t have a lot of analog. So just curious, like how if at all you incorporated that into your outlook and what impact you think it might add?

Yeah, Hey, Jason, it’s Stan. I think it’s a really interesting question. What we’ve continued to see in this world is that live events continue to elicit a lot of excitement from fans and fans tend to travel to their events. I think what we’ve seen is, on average, fans this year, as we project out, are probably traveling about 15% to 20% more than they ever have in the past. As you think about perhaps, the impact of this, again, I would think about it as where we see average order size landing being that we serve as almost that perfect barometer for the intersection of demand and supply. I think if you think about where we’ve modeled guidance, and I think Larry talked about that, here, I think you can imply certainly where we’ve been fairly conservative in terms of where the average order size is. So, in terms of where we see the business, I think we are continuing to be excited about the prospect of live events for fans. I don’t think we’ve modeled too much impact from energy prices and the impacts on us.

Okay, thank you.

Our next question comes from Shweta Khajuria with Evercore ISI.

Okay, thank you. Could you please provide just some context on the average order size and Marketplace orders? I understood your commentary on inflationary pressure, but you do face some tough comps. When you think about average order size, so how should we think about it for 2022, even for the full year that context would be helpful? Thank you.

Yeah. So we’re assuming some regression to the mean after what was, as you pointed out, a pretty strong 2021, especially in Q2 relative to historical levels. I think there’s a lot of comments out there, whether it’s Live Nation’s bullishness or just general inflationary commentary that could make you think that there’s reason for 2021 to occur or even more than that. When you start stacking up broader inflation, Live Nation bullishness, pent-up demand hypotheses, there’s good reason for that. We did not take that approach. So if it should play out in that way, we’ll have some nice cushion built in. I think we tried to stick to our knitting a bit more. So closer to what we had put forward in our Analyst Day projections around starting from historical levels and assuming consistent moderate growth from there to establish the baseline. If we get a pleasant positive surprise, that’ll be good news.

Okay. Thanks, Larry.

Our next question comes from Dan Kurnos with Benchmark.

Great, thanks. Just a couple for me. First, Stan just, obviously, pulling forward the brand spends, you guys clearly are striking while the iron is hot. How do you think about this spend this year given some of the headwinds that were mentioned? And frankly, I mean, your guidance actually implies shared gains because you gave guidance that was probably in line with what most of us were thinking despite all of these headwinds. And you’re hanging on kind of in line with our thoughts. So, just how do you think about balancing that, knowing that LTV/CAC and then your incremental commentary, obviously, that it might be LTV negative for them, but that doesn’t necessarily mean that it’s LTV negative for you? Maybe start there.

Yeah, Dan, sure. I think we’ve been really excited and continue to be about brand efforts being a really strategic long-term pillar for us. And we saw positive indicators in our pull forward in the fourth quarter where if you think about brand as having the primary objective of driving awareness, we certainly saw, on average, double-digit awareness increases in the markets where we tested multiple channels. So I think we’re bullish on that. As we then think through leaving the story altogether, the opportunity to drive a brand message that’s actually distinguished because the proposition of Betcha allows some immediacy in engaging with us. And then from that immediate engagement, a higher frequency channel that we can then cross-sell into ticketing, I think you’ll see what we do this year reflect a lot of that strategy. Then when we look across the competitive landscape, I think the way I think about the landscape and some of the comments around irrationality, I mean, two things, one specific to our industry. As you mentioned, perhaps last year, thanks to our nimbleness, our scale, and some of our technology prowess, we were certainly able to go-to-market very quickly as events came back. That’s a real testament to the team and the technology that we have. As we look at this year, I think we make no assumptions that our competitors are not ready. We are ready to go compete with all of them. I think for consumers, I’m confident that we have a great product that’s differentiated with economic value as well as experiential value. And then I think even tying it back to the other comment on irrationality in the industry, the goal for us has always been that every industry faces new entrants who will try to establish scale. For us, as we look at that landscape, there are certainly those players that exist and are subscale who need to prove themselves and need to come out. We’re here with a great product and a great balance sheet. So should key players try to establish themselves? We’re going to fight that fight, and we’re stronger, and we’re doing this to win. So that’s how I look at the competitive landscape and assess it in line with how we’re looking at deploying dollars this year.

Got it. That’s helpful. And then just I do want to touch on the experiential part. Obviously, Stan, that’s been a huge component of the differentiation strategy. I know you talked about, I think Larry gave the number several million dollars in investment to scale a Betcha offering. Can you just give us some more granularity on some of the things you might be rolling out? Obviously, need for competitive reasons, not all of them, but just how you think about continuing to build out either, whether it’s social engagement, chat functionality between people and games, or some of the other things that you’re going to work on, on the platform that will again, highlight that user engagement differentiation you’ve been building out relative to the peers?

Yeah, sure, Dan. I think there are maybe two buckets I think about this. I think we’ve talked about the first one. I think the brand integration is a completely different proposition for us as we think about two categories that have appeal to consumers, but certainly with a lot of affinity and synergy. We’re certainly going to be working hard to make sure that how we drive our brand elements is integrated across those categories. Similarly, our product teams are really hard at work to think about the right way to present the opportunity to engage with us in Betcha while also presenting the opportunity to go to a live event. That’s where the offerings and kind of that cross-sell comes from in our Marketplace. I think I’d frame it those two ways, as we continue to work hard on the integration and the product strategy. I think that’s where you’re going to see us make investments to ensure the experiences, and that the channels we use to acquire customers continue to be ones that are long-term LTV positive for us.

Our next question comes from Stefan Pazin with D.A. Davidson.

Good morning. Thank you for taking my question. I just have one for you today. To date, how is your rewards program contributing to your sales compared to your expectations?

Yeah. So I’d say a few things. One, we rolled out the revamped loyalty program in the summer. So we’re still in pretty early days in evaluating the program. In particular, in our industry, we’ve touched on this before, but it’s a low frequency industry. You’ll often see folks that place one, two, maybe three orders per year, which is a fairly standard distribution. So to get through that repeat cycle takes some time. I’m still a bit early in that process. That said, I’d say we are seeing some pretty encouraging signs in our repeat rate data with a caveat and an important one that all of our time looking at this is impacted by COVID. So you had pent-up demand playing out in the summer, you had events getting postponed and canceled, you had a lot of moving pieces that we don’t normally see, which gives us some hesitation to declare victory too early. But the indicators are encouraging.

Yeah. The other thing I’d add to that is certainly we’ve seen early signs on repeat rates, which is really encouraging to us. Other pieces, we talked about brands building that message. A key part of our brand proposition is that we are the only one out there with a rewards program. I think as we’ve tested the brand channels, we’ve seen some fairly resounding success in terms of awareness going up. As you go lower into the funnel, from awareness to intent, that value, I think, continues to move downstream in that path. So I think we are excited about how it allows us to acquire consumers and ultimately drive the repeat behavior we’re looking to drive out of them.

Our next question comes from Maria Ripps with Canaccord.

Great. Thanks for taking my questions. Appreciate all the color around your forward outlook. But I just wanted to follow up on that. With incremental marketing and all the investments this year, to what extent are some of the benefits of those embedded in your outlook in the latter part of the year? Or could that be kind of incremental to what you’re currently expecting?

Yeah. I’d say for the most part, we continue to take a fairly cautious posture around putting hard numbers alongside the brand investment and continue to take the view this is a long game. Similar to the answer on loyalty, you’re seeing a lot of the indicators you would hope to see as you build awareness and move folks through a funnel. So we’re encouraged, but I have refrained from putting stakes in the ground and putting that into projections in a meaningful way at this point.

Got it. That’s helpful. And then just following up on Betcha, what are some of the key milestones for integrating that into your Vivid Seats platform? I know, you mentioned brand integration. Is there anything else to highlight there? And then more broadly, how are you thinking about the opportunity in the gaming space between fantasy, daily fantasy and online sports betting?

Hi, Maria. I think first thing is on the milestones; we aspire to drive a holistic consumer experience. We’re testing all sorts of ways to understand where the consumer appreciates the ability to engage in both and where we can truly enhance the frequency and engagement there. I think the milestone you’ll look for is when you see some of the integrated components show up in the products that we have. I’d say that would be a significant milestone, although we are already testing multiple channels through our CRM capabilities to drive some of that integration and learn from what we’ve got. On the other question on landscape, look, I think we are first and foremost a marketplace that is looking to drive engagement into our consumers. For us, as we look at that landscape, there are categories that have high relevance to our customers. So, with Betcha, the play was certainly an option on TAM expansion and something that we’re really excited about, but that offers monetizable channels for us to drive acquisition into our core ticketing Marketplace, and that remains our view on that. We’re going to be opportunistic as we look at other things and how we define adjacencies as our maturity in the sector evolves.

Our next question comes from Andrew Marok with Raymond James.

Thanks for taking my question. I wanted to dig in on one of the stats that you gave in your prepared remarks on SkyBox. With the addition of the new sellers, is that from incremental capabilities or functionality added, or is that just increasing network effects? What feedback are you receiving from sellers that’s getting them into SkyBox? Thank you.

Yeah. Hey, Andrew. I think SkyBox continues to be the leading ERP in the platform. We’ve got wonderful technology that I think sellers appreciate, and we continue to enhance the offerings there. Whether it’s our data capabilities that allow sellers to grow their business better or our fulfillment offerings that we’ve talked to folks around. I think if folks look at the combination of the technology ability, the data that allows them to grow their business, our fulfillment offerings that allow them to run their business at a better cost structure than they would be without, combined with the fact that it’s economically free to them, I think that value proposition in all those three dimensions has truly helped differentiate us and therefore, we continue to see lots of interest and ongoing adoption of the platform.

I'm not showing any further questions at this time. So this also does conclude the conference for today. We thank you for your participation. You may all disconnect and have a wonderful day.