Good day and thank you for standing by. Welcome to the Vivid Seats Second Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. Please refer to the operator instructions. I would now like to hand the conference over to your speaker today, Kate Copouls. Please go ahead.

Good morning and welcome to Vivid Seats second quarter 2022 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 second quarter 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 and adjusted EBITDA margin, which are non-GAAP financial measures that we believe provide useful information for our investors. You will find a historical reconciliation of adjusted EBITDA and adjusted EBITDA margin to the corresponding GAAP measure in the earnings press release, supplemental earnings slides, and SEC filings. And now I would like to turn the call over to Stan.

Good morning, everyone, and thank you for joining us today. I'm pleased to share our exceptional second quarter 2022 results with you. We achieved our highest second quarter marketplace GOV to date, driven by our highest marketplace orders ever, Q2 or otherwise. These results exceeded both internal and external expectations, and built upon our already strong track record as a public company that continues to deliver on innovation, growth, and profitability. Consistent with the last several quarters, we believe our results demonstrate the strength of our business model and the tailwinds for live events, including the ongoing shift of consumer spending from products to services and, of course, experiences. We continue to make progress across key strategic initiatives throughout the quarter, which I'll update you on today before turning it over to Larry to share our financial results in detail. To begin with, I'd like to provide an exciting update on our product efforts. Since acquiring Daily Fantasy Sports at Betcha in December of last year, one of our key initiatives was the accelerated integration of our products and brand to cultivate engagement across categories. Today I'm proud to announce the integration of Betcha and its rebrand to Vivid Picks. Vivid Picks will combine everything users love about Betcha with the ticketing e-commerce capabilities of Vivid Seats, creating the ultimate entertainment shopping experience for sports fans. The launch of Vivid Picks represents the next critical step in this exciting joint ecosystem that will allow us to leverage profitable customer acquisition across channels and further monetize this engagement platform. In addition to integrated ticketing, Vivid Picks continues to add capabilities such as multi-stat entries that allow users more options when playing. We are excited to unveil this one-stop shop for sports fans just in time for the NFL season and look forward to continuing to innovate and unlock value across our platform ecosystem. In addition to our focus on engagement, fostering brand awareness and loyalty remains central to our long-term strategy. While we are still early on this journey, we are seeing encouraging signs. As we discussed last quarter, we saw the NBA and NHL seasons bring an upwards of 10% increase in repeat rates, which we believe is the result of the combination of our brand and rewards program gaining momentum, and we are excited to see that momentum continuing in the second quarter with MLB. We believe our customers increasingly see us as their preferred partner to connect them to their favorite live events. In the second quarter, we saw fans eager to get out and attend events reflecting pent-up demand following the pandemic and the ongoing shift of consumer preferences from goods to experiences. For context, music fans were so eager to get back to concerts that artists such as Daddy Yankee and Post Malone increasingly announced additional shows to accommodate the excess demand. We saw this phenomenon increase by nearly 50% in the second quarter compared to Q2 of 2019 amongst the top venues across the country. In sports, this year's NHL Stanley Cup finals between the Colorado Avalanche and Tampa Bay Lightning featured the most in-demand Game one Stanley Cup ticket on record. In fact, the average ticket price for Game one at Ball Arena in Denver surpassed all the Ball Arena tickets from the last decade, ahead of artists like Bad Bunny and the Eagles. We also saw demand grow for women's sports, with both the WNBA All-Star Game and the NCAA Women's College Softball World Series showcasing unprecedented and encouraging ticket demand. In the first half of 2022, we sold over six times the number of tickets to women's sporting events than we did in the comparable period five years ago. Our partnerships continue to strengthen the reach of our platform and bring differentiated value to our customers. Last month, we announced the continuation of our long-standing relationship with Rolling Stone, a multi-platform content brand and one of the most revered authorities in music. With this multifaceted partnership, we are Rolling Stone's official ticketing partner and integrated across its highly visible digital platforms. Additionally, this partnership will continue to benefit both customer bases, rewarding Vivid Seats loyalty members through our experiential rewards program while providing Rolling Stone's engaged global leadership with our industry-leading and dynamic ticket buying experience. We have also entered into an agreement with leading sports media brand Bleacher Report as its official ticketing partner. We are excited to partner with this global digital destination for sports fans that reaches more than 150 million hyperconnected young sports fans each month. Bleacher Report has created an exciting new fan experience that has sparked impressive levels of engagement, and Vivid Seats will be the exclusive provider of digital advertising for sporting events across all Bleacher Report digital platforms. As the official ticketing partner of Rolling Stone, Bleacher Report, and ESPN, we are proud to continue to partner with category leaders in both music and sports. Many of our exciting updates this quarter pertain to the buyer side of our marketplace. However, we continue to see strength on the seller side as well with our leading ERP, Skybox. Already one of the most widely adopted ERPs for professional sellers, we continue to improve our offering to attract and retain sellers. We stood up our fulfillment offering during the pandemic and have rapidly scaled to meet very strong seller demand for the fulfillment operational excellence and cost efficiency available to sellers on Skybox. Turning towards our focus on the workplace, I am incredibly proud to share that, earlier this month, we were named to Fast Company's Best Workplaces for Innovators list, which honors organizations and businesses that demonstrate a steadfast commitment to encouraging innovation at all levels. We joined the ranks of esteemed workplaces from around the world that share a passion for giving employees the freedom to explore creative ideas that benefit their businesses and their communities. As a technology company, we are always pushing the boundaries of our industry, which has attracted incredible talent to our business and fostered our culture of empowerment and innovation. The continued growth and evolution that we see for Vivid Seats will be realized through the hard work and ingenuity of our talented team members, and I look forward to what we will be able to achieve together in the future. Before I turn the call over to Larry, I want to mention another milestone that we reached as a public company. This past June, we joined the broad market Russell 2000 and Russell 3000 indexes. We look forward to the increased visibility of the public markets as we build on our track record of growth, profitability, and cash flow. With that, I will turn it over to Larry.

Thank you, Stan. Our second quarter results reflect continued strength in live events and the successful execution of our differentiated marketplace flywheel. As Stan mentioned, we achieved our highest quarterly marketplace orders ever in the second quarter of 2022, driving record Q2 marketplace GOV. With focused execution, top line growth flowed through to profitability, even as we continue to make longer-term growth investments such as our integration and rebranding of Vivid Picks. On the back of a strong first half, we are raising our full-year 2022 guidance for each of marketplace GOV, revenues, and adjusted EBITDA. As a reminder, live events rapidly returned in the second quarter of 2021, and we saw a resulting surge in orders and average order size. We have set records for quarterly marketplace GOV each quarter since Q2 of 2021, and that trend continued in the most recent quarter. Second quarter 2022 marketplace GOV increased 18% year-over-year, driven by a 41% increase in marketplace orders, while average order size declined by 16%, yet remained 13% above Q2 2019 levels as average order size returns to a normalized trend line. Meanwhile, the second-quarter revenues increased 28% year-over-year. Our take rate, which we calculate by dividing our marketplace revenues by our marketplace GOV, was approximately 16% for the quarter. Our underlying take rates continue to be largely consistent with historical levels when considering the impact of our loyalty program, which is accounted for as a contract to revenue. After abnormally high cancellations and cancellation-related activity in the first quarter, cancellations were substantially lower in Q2. Cancellations represented 1.8% of Marketplace GOV in Q2 2022, which compares to 4.5% in Q1 2022 and 1.0% in full year 2019. In the second quarter of 2022, we generated $30 million of adjusted EBITDA with a 21% adjusted EBITDA margin. As Stan said, we made substantial progress in the integration, branding, and rollout of Vivid Picks while maintaining G&A expenses despite continued growth in orders. Although we've recently observed some incremental marketing intensity in paid search channels, performance marketing spend nonetheless scaled roughly with GOV in the second quarter, powered by our proprietary algorithms and first-party data. We ended the second quarter with $288 million of cash and $14 million of net cash. Operations were a use of $22 million of cash in the second quarter, as Q2 typically sees working capital movements that reduced cash flow due to seasonality across inventory and accounts payable. Our record marketplace orders demonstrate healthy consumer demand in the second quarter. Looking forward, 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. We also believe our differentiated offering and lean cost structure give us a right to win regardless of underlying macroeconomic conditions. That said, we are not immune to the potential effects of a recession, with the impact on our business subject to the severity and duration of any economic downturn. We believe we are well-situated to weather the current economic uncertainties with our strong market position, our long history of growth, profitability, and cash flow, and our strong balance sheet. We remain committed to managing our capital structure to drive long-term value for shareholders. As an example of this, in the second quarter, we announced an exchange offer for our public warrants, and the exchange was completed in early July. In aggregate, we exchanged approximately 53% of our public warrants for 2.7 million shares of Class A stock, which will increase float and trading liquidity. In tandem, and as a testament to our confidence in continued cash flow generation, our Board of Directors authorized a $40 million share repurchase program, enabling us to selectively repurchase shares if and when we believe that is an attractive use of capital. Beyond this repurchase program, we will continue to explore M&A for both synergistic opportunities and further enhancing the product and technology that power our flywheel. After first raising our top line 2022 financial guidance alongside our Q1 earnings release, we are again raising our guidance as marketplace order volume continued to exceed our expectations. We believe this speaks to both the underlying strength in the industry from pent-up consumer demand for live events and our ability to appeal to more consumers with our differentiated platform. As such, we now anticipate 2022 marketplace GOV to be in the range of $2.95 billion to $3.15 billion, representing 27% year-over-year growth at the midpoint. We are also raising our 2022 revenue guidance to the range of $540 million to $570 million, equivalent to 25% year-over-year growth at the midpoint. Lastly, we are raising the top end of our 2022 adjusted EBITDA guidance and now expect adjusted EBITDA in the range of $110 million to $117 million. Marketplace order and GOV growth through the first half of 2022 has exceeded our expectations. This is relative to both our initial 2022 guidance and our pre-pandemic trend line dating back to 2019. While we continue to believe there are long-term tailwinds for live event demand, we acknowledge a portion of this outperformance is attributable to pent-up demand that may not continue indefinitely. Our revised guidance continues to reflect our policy of taking a balanced view of potential scenarios that could play out during the remainder of the year. We are innovating and integrating our platform ecosystem and will retain optionality to lean into what is working while remaining disciplined and only pursuing projects that we believe will ultimately deliver attractive ROI. In summary, it was another exceptional quarter for the live events industry, and Vivid Seats captured that strength and delivered strong financial results. With that, I'll hand it back to Stan for closing remarks.

Thanks, Larry. In conclusion, our results this quarter clearly demonstrate the power of our offering as well as the underlying strength for the live events industry. As we look to the future, we are confident that we have the right people, product, technology, and scale to win, and are committed to sustained growth, disciplined investment, and maximizing shareholder value. And with that operator, I will open it up for questions.

Thank you. Please refer to the operator instructions. Our first question comes from the line of Ralph Schackart from William Blair. Your line is open.

Good morning and thanks for taking the questions. Obviously, pretty strong results today. But with the concern about the slowing macro, anything that you'd sort of call out that you've seen in the business from increasing gas prices or anything else that maybe what’s sort of implied in the guidance? And then I have a follow-up.

Yeah, I'd say similar to last quarter, we generally have heard all of the chatter, yet not really seen it influencing behavior in a meaningful way. Since the end of the second quarter, we've been in what we consider a little bit of the doldrums of the year. The only sport ongoing is regular season baseball. So, fewer data points than other parts of the year to really draw a firm conclusion. But I think we could state the continued strength in the live events category through the quarter, and nothing has meaningfully detached from that subsequently.

Great. And Stan, as you think about the product evolution, you've been working on the website redesign and laying around new services such as Betcha. Maybe speak to the opportunity to drive further product enhancements and differentiation of the service going forward? Thanks.

Yeah, sure. We're really excited. As we said, we spent a lot of time thinking about the right way to build an ecosystem that centers around user engagement in a traditionally low-frequency category. Today, we announced our launch of Vivid Picks, which is the evolution of Betcha into a Vivid branded product that encompasses both the ability to have really intuitive, real money daily fantasy embedded within an app that also allows you to purchase tickets. So, we see that as the unification of a platform that allows a consumer to both play and interact with engaging content on a reasonably high frequency, and using that content allows us to understand what their likes and preferences are and then surface them compelling ticketing opportunities. So, we are really excited about that. I think we'll look at the second half of the year to see how to truly push a lot of our marketing and our brand efforts to encompass that. But certainly our product strategy remains focused on driving the most compelling and differentiated ecosystem that's centered around user engagement.

That’s helpful. Thanks, Stan. Thanks, Larry.

Thank you. One moment for our next question. Our next question comes from the line of Maria Ripps from Canaccord. Your line is open.

Good morning. Thanks for all the color. Congrats on very strong numbers here. I just wanted to ask about your outlook for the second half. How should investors think about continued strong demand in this space in the context of your now increased guidance that still implies sort of year-over-year GOV and revenue declines and understanding all the macro uncertainties that you are facing? But what do you think needs to happen for you to actually grow in the second half?

Yeah, I'd say as we've outlined our guidance and updated it in each of the last few quarters, I think we've indicated we're trying to strike a balance recognizing that particularly in the first half of the year, there was a lot of uncertainty around COVID. And while I don't think we anticipated at the outset of the year, we now have had some economic or macroeconomic uncertainty introduced. Hence, trying to reflect the fact that we don't have the macroeconomic crystal ball, and so what may come in the balance of the year is far from certain. There are scenarios where again, if you look and listen to the Live Nation call and forecast around the line of the balance of the year, extrapolate trends will continue. I think there are pathways to performance that are at the top end of that guidance at least. And certainly there are pathways to do better than that. But similarly, if there are challenges in the economy, we've tried to build a probability of those into the figures as well. So, I would say to drive a positive year-over-year scenario, I think it really will come down to the current environment persisting more than anything else with I think more uncertainty around exactly what AOS trajectory looks like. We should have a decent foresight into orders.

Got it. Thank you. That's very helpful. And can you maybe refresh us on your recent utilization trends for Skybox? Are you seeing more solid leverage in the platform? And are there any additional features or functionality that you think would still be additive to Skybox that could drive even further adoption?

Yeah. Maybe, Maria. I think on SaaS we continue to innovate on what is the leading and most innovative ERP for the seller community. And quarter-over-quarter, we continue to move and gain share in that space with large clients that we're able to bring over. In terms of the road map there, I think it's really focused centrally on things that can enable sellers to be more successful. We do that through improving the data offerings we have, the performance aspects of that, and then continuing to look at elements that we can build on, such as our fulfillment service, which then allows us to leverage our scale and our expertise to provide sellers a vehicle through our platform to grow a more profitable business.

Got it. Thank you, Stan. Thank you, Larry.

Next question is from the line of Stephen Ju from Credit Suisse. Your line is open.

Hi Stan. So, the average order size will be unsustainably high during the initial stage of the recovery and I guess, pent-up demand. Can you talk about what maybe is less friendly demand versus potential mix shift to the AOS changes as well as what you may be seeing from a purchase frequency standpoint from the user base, especially in the context of an AOS program? Thanks.

Yeah. Hey, Stephen, you're cutting out a little bit. So we'll answer, what we think we heard as the questions being one speaking to some of the AOS trajectory and then, two purchase frequencies. On the AOS side of things, yes, I think you can see in the numbers, if you compare this year to 2019, it looks quite nice and strong. But we've referred in the past to how unique the second quarter of last year was with the reopening playing out in front of our eyes at the time with no variants. We are seeing really unprecedented excitement about getting back to events. And so, you saw that in just a really strong AOS for Q2. In contrast, last year we then shifted into variant mode in Q3, and you saw a pretty precipitous drop in AOS quarter-over-quarter from 400 to 300. I don't think that is reflective of typical seasonality. So I think in effect, you had some tailwinds in Q2 last year that quickly shifted to headwinds. I think this year, things are a little steadier between the two. We'll leave it to imagination to infer from there what AOS will look like in Q3. Beyond purchase frequency, I'd say we continue to see increasing frequency relative to what we saw pre-pandemic. Still a little difficult to decompose that into things that are the results of specific changes we've made to our platform and loyalty program and what may be just post-pandemic behavior shifts. I think we're confident there's some element of both of those, but the net has been an encouraging sign on frequency.

Yeah. I think the only thing I'd add to that, Stephen, when you look at AOS comps in particular, I think the piece that gives us excitement around elements that we can control. Certainly in a quarter where we see AOS down almost $70 versus last year's Q2, which we all recognize as the release of pent-up demand, in that comp we still delivered almost 20% GOV growth despite that AOS. And as we look at maybe, as we called out baseball, in terms of frequency and all the things that we have working, I think the recent Axios report indicated that 23 out of 30 baseball teams have attendance down this year. But despite that, we've got record orders across the category. Certainly as we talk about frequency, although the season is not over, our rewards data and frequency data would strongly indicate that frequency is trending similar to what we described in the NBA and NHL categories after the completion of the regular season. So I think we've got a lot of things that are within our control as we continue to innovate that give us confidence that our products and our platforms are resonating with consumers, and that ultimately helps us grow across the purchase frequency and market share in the industry.

Thank you.

Thank you. Our next question comes from the line of Shweta Khajuria from Evercore ISI. Your line is open.

Okay. Thank you. Let me try two please. One is could you please talk about, Larry, where you are investing or Stan, I guess, what are your top investment areas for the next six to 12 months? And then the second question is on product understood on Betcha and Vivid Picks. Could you please also talk about some of the other product initiatives that maybe you're beta testing or are in the pipeline? Thank you.

Yeah. Thanks, Shweta, it's Stan. I think consistent with what we've said across the board, one of our main investment areas is going to be in marketing, driving awareness and diversification of our channels, such that we can bring the message of what is a clearly differentiated and compelling proposition of a product that contains both rewards and the best customer service in the industry, as noted by Newsweek, as well as now the ability to play in our daily fantasy offering in Vivid Picks. So, I think as you look at that, certainly we're going to be investing in brand and marketing judiciously as we look for, I would say high ROI channels that allow us to drive long-term value. When you look at the product initiatives, I think we've built best-in-class technology across the web platform, across our seller ecosystem, and our distribution platform; by the way, which we announced last quarter, Capital One. So, I think we continue to make strides there. On the consumer front, you see Vivid Picks as a shining example of something that we will continue to invest in where content and engagement with users in multiple ways will drive them into our ecosystem at a higher frequency and keep them there. Furthermore, the incremental points of data that come in from user behavior indicate that we've got a lot of efforts focused on personalization and driving relevancy to users again through our product and platform which allows us unique insights into preferences and behavior.

Okay. Thanks, Stan.

Thank you. Our next question will come from the line of Tom Forte from D.A. Davidson. Your line is open.

Great. Thanks, Stan and Larry. Congrats on the quarter. So, one question and one follow-up. So, the first question I wanted to know, Stan, your thoughts on the return to live events by demographics. Do you think we're seeing all ages return, or is it still biased towards younger consumers?

Yes, hey Tom. Yes, I think what we're seeing is pretty strong strength across the categories. You can look at the artists, more recently have gone on sale as a good indicator of strength across that. Whether it's Bad Bunny, who's traditionally appealed to a slightly younger audience, or Steven Mix, who recently had an onset. I think we've seen strength across all categories. Certainly, when you get to outside of the concerts, there's been a strong return to theater, and there’s been a strong return to sports. So, I think across all of the categories that we report on, and certainly what we're seeing across our demographic data, we've seen fairly uniform strength across all different age groups.

Great. And then you answered my second question in your answer to the first one. So, Larry talked about the percentage of cancellations in the quarter and how that compared to the first quarter. What are your thoughts on your long-term trends expectations for cancellations?

Yes, I think if you go back to pre-pandemic, we generally saw on average 1% of gross GOV would cancel. Unclear to us if we ever get all the way back, or in the near term if we get all the way back to those levels. If you go back in time, the vast majority of cancels were really Game 6s, Game 7s in sports that didn't happen. It was a pretty rare event and fairly stigmatized to cancel if it was anything other than a pretty severe health or personal issue. I think with COVID you've seen some of that stigma wear off. So, there's some question in our mind on whether you get all the way down to 1%, or if something like what we saw in Q2 in the more like 1.5% to 2% range is the appropriate longer-term target. We'll continue to learn. But as of now, we would not assume you get all the way back to 2019 in the next few quarters.

Great. Thank you, Stan. Thanks, Larry.

Thank you. Our next question comes from the line of Andrew Marok from Raymond James. Your line is open.

Hi. Thanks for taking my questions. Two if I could. You talked a little bit about the increase in competition in the paid search market. We're seeing maybe some softness outside of that channel. So, are those dynamics affecting your channel mix, or is the softness in the ex-search market creating opportunities for lower-cost or more efficient marketing? And then secondly on product, I guess what went into the decision to launch a separate app or rebrand the separate app for Vivid Picks in Betcha, as opposed to folding it into the core Vivid Seats app?

Yes, I'll start with the product question, Andrew, and then I'll let Larry answer the other one. I think when we look at the app ecosystem, having the real estate potentially in two categories is certainly a helpful one that we thought through. I think another reason is the regulatory environment. There are certain advertising restrictions we need to consider as we look at those different products. So, it makes a lot of sense to have a core Vivid Seats experience to engage and acquire ticketing consumers in a non-disruptive way. And then as we innovate into an app that encompasses real money, that we are able to participate in that without degrading any of the efficiencies we've got in the former. So, that's largely what's driven our two-app strategy, and we've seen it play out quite nicely so far.

On the marketing front, I echo some comments we made on prior calls around the maturity of our sector regarding paid search. Some others perhaps are seeing increasing intensity, while we are seeing stability. We are seeing a little bit of increase in intensity that might be detaching from what the broader market is experiencing. I think you'll see some ups and downs in terms of paid search marketing intensity specific to industry or individual competitor factors. I think that's the case for what's playing out here. There's been some commentary around competitors trying to reclaim past glory, one way to do that could be through enhanced paid search activity. On the channel side and mix going into the second half of the year, sometimes you get lucky, sometimes you get unlucky. We launched our brand efforts in Q4 of last year amidst the variant and found ourselves changing strategy. So we were lighter on brand investment in the first half of the year, which sets us to be more active in the second half of the year. So we're basically about par on luck regarding when we're deploying our dollars, but we do expect to be a little heavier on brand outlays in the back half of the year.

Understood. Thank you.

Thank you. I'm not showing any further questions in the queue. I'd like to turn the call back over to Kate Copouls for any closing remarks.

Thank you everyone for joining us to discuss another great quarter. This concludes our call. Have a great day.

This concludes today's conference call. Thank you for participating. You may now disconnect. Everyone have a great day.