Good day, and thank you for standing by. Welcome to the Vivid Seats Fourth Quarter 2023 Earnings Webcast and 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 be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Kate Africk. Please go ahead.

Good morning, and welcome to Vivid Seats fourth quarter 2023 earnings conference call. I'm Kate Africk, 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 our fourth quarter earnings press release, which we released earlier this morning. The press release, as well as supplemental earnings slides, are available on the Investor Relations page of Vivid Seats website at investors.vividseats.com. During the course of today's call, management may make forward-looking statements within the meaning of Federal Securities laws. These forward-looking statements are subject to risks and uncertainties, including those described in our earnings press release and most recent annual report on Form 10-K, and our other filings with the SEC. On today's call, we will refer to adjusted EBITDA, adjusted EBITDA margin, and cash generation, which are non-GAAP financial measures that provide useful information for our investors. To the extent reasonably available, a reconciliation of these non-GAAP financial measures to their corresponding GAAP measures can be found in our earnings press release and supplemental earnings slides. And now, I would like to turn the call over to Stan.

Good morning, everyone, and thank you for joining us today. 2023 was a transformational year for Vivid Seats, which we were pleased to wrap with a strong fourth quarter. After great years in 2021 and 2022, the North American live event market continues, with robust and durable supply and demand. Throughout 2023, we seized upon market strength while furthering our strategic objectives that lay the foundation for our growth for years to come. We drove innovation, launching new products for both buyers and sellers, and continued to cultivate awareness and affinity for our marketplace, as demonstrated by our mix of repeat orders climbing to almost 60%. Importantly, we completed two strategically and financially accretive acquisitions that drove substantial TAM expansion and unlocked additional avenues for durable double-digit growth. All of this was accomplished while we generated very strong cash flow, which will enable future capital deployment and value creation for shareholders. Today, I'll walk you through our financial highlights and then discuss the progress we delivered on our long-term strategic objectives. Then Larry will walk through our financial results in more detail. Starting with the financial highlights for 2023, we are proud to have delivered $3.9 billion of marketplace GOV, $713 million of revenues, and $142 million of adjusted EBITDA, driving nearly 25% top and bottom line growth, and substantially outperforming our original forecast and guidance for the year. As we look at the live event industry, the North American market continues to hum with healthy growth and secular trends that we expect will drive growth for years to come. As we've discussed previously, consumers crave and prioritize live experiences, and artists are eager to tour as their primary source of income, creating a robust environment for both demand and supply. Our 2023 results reflect industry strength that we amplified with our strategy. Encouraging repeat behavior is fundamental to our strategy, whether that is through our loyalty program, engagement initiatives, differentiated experiences, or excellent customer service, as validated by Newsweek once again this year. The most telling KPI for this strategy is our mix of repeat orders versus new, which stood at 47% repeat orders in 2018 before these initiatives. After climbing to 56% in 2022, we've now reached 59% repeat mix in 2023, shifting 300 basis points towards sticky and more profitable repeat orders. As we continue cultivating brand awareness and affinity, we expect to mix even higher into repeat orders and drive substantial marketing leverage over the next several years. Our focus on engagement initiatives contributes to this shift, and we made substantial progress this year with our launch of Game Center within the Vivid Seats app. We introduced Game Center at midyear and rapidly gained users who play daily games and score points towards promo codes or drawings for free tickets. Game Center users engage frequently, opening the Vivid Seats app multiple times per month on average, and almost always browse tickets before or after playing in Game Center. We are already seeing Game Center use translating to purchases. Game Center now has more than 260,000 users, and those users purchase tickets at a faster rate than non-Game Center app users, which is the exact behavior we seek to drive. In 2023, we expanded our roster of team partnerships across multiple leagues to offer unique and exciting forms of engagement with our buyers. Through team partnerships, we offer premium game day experiences and unique opportunities like exclusive early access to pre-game batting practice at stadiums, all-inclusive upscale suites, guaranteed jumbotron time, and surprise appearances from Hall of Famers, all exclusively available through Vivid Seats. Our industry-leading loyalty program, Vivid Seats Rewards, offers compelling value and reason to choose Vivid Seats. The message, buy 10 tickets, get one free, along with our excellent customer service, resonates with buyers. In fact, our latest NPS data shows that an unbiased panel of consumers is substantially more likely to recommend Vivid Seats than any other scaled ticketing marketplaces. An equally important element within our broader strategy is maintaining our leading position with sellers. SkyBox is the ERP of choice for the majority of professional sellers, and in 2023, we continue to improve our best-in-class seller product lineup. SkyBox Drive is nearing the end of its beta phase, during which we have continued to onboard beta users and incorporate vital feedback into the product we plan to bring to market. We are excited to fully launch SkyBox Drive, and are on track to do so later this year. With our Vivid Seats flywheel spinning in 2023, we also substantially increased our TAM and enhanced the financial profile of our business with two compelling strategic acquisitions. First, with our acquisition of Wavedash in Japan, we began to unlock an estimated incremental $40 billion of global ticketing TAM. Then, with our acquisition of vegas.com, we unlocked another $6 billion of venue-direct TAM in the entertainment capital of the United States. As we integrate these businesses, the pathways to driving synergistic upside from each have become even more clear and compelling. While it's still early days for vegas.com, we see great potential and multiple avenues for synergies. We've begun optimizing inventory selection across our sites and anticipate generating revenue synergies this year. Another exciting intermediate-term opportunity is the use of vegas.com as a profitable customer acquisition vehicle that also funnels live event enthusiasts into the Vivid Seats ecosystem. Since last quarter, we've become incrementally excited about the international opportunity ahead of us, and have begun building the infrastructure to go live in new markets. Secular tailwinds driving growth in North America are echoing abroad. We see exciting opportunity to deliver incremental growth and profitability for years to come as we expand into additional geographies. Because of this growing excitement, we are accelerating our investment into international expansion this year and believe these investments provide additional pathways to delivering double-digit growth for years to come. Before Larry turns to the financial results, I want to reflect on what we achieved this year and where we are going in 2024 and beyond. In 2023, we grew top and bottom line by nearly 25%, significantly expanded our TAM, and furthered our objective to be the marketplace of choice for both sellers and buyers. We also added incremental capabilities such as Game Center and SkyBox Drive, continued to enhance our loyalty program, and were once again recognized by Newsweek as having one of the best customer service experiences. We believe that the foundation we laid in 2023 reinforces our ability to deliver sustained double-digit growth. We enter 2024 with a $63 billion global ticketing TAM and multiple levers to continue driving durable growth and long-term value. Our growth opportunity is compelling, our value proposition is resonating, and our ample cash flow affords us the ability to continue delivering value to shareholders, including through both strategic M&A and share repurchases. With that, I will turn it over to Larry.

Thanks, Stan. I'm pleased to share our financial results for an outstanding 2023, which we closed out with a great fourth quarter. For full-year 2023, our marketplace GOV of $3.9 billion increased 23% year-over-year, driven by a 19% increase in total marketplace orders. Robust growth in 2023 on top of 33% marketplace GOV growth in 2022 reflects a healthy end market and strong execution. Fourth quarter marketplace GOV of $1.1 billion increased 31% year-over-year, fueled by a 36% increase in total marketplace orders. Average order size was $374 in Q4 2023, versus $388 in Q4 of 2022, with that delta driven by the impact of acquisitions. Excluding the impact of acquisitions, fourth quarter average order size was up 3% year-over-year. We expect a similar AOS dynamic to persist into 2024 due to our completed acquisitions. Excluding acquisitions, our marketplace GOV organically grew double digits in the fourth quarter. As we fully integrate vegas.com and Wavedash, standalone tracking will become impractical, and therefore this will be our last disclosure decomposing growth with and without these acquisitions. Our full year 2023 revenues of $713 million increased 19% year-over-year, driven by marketplace GOV growth. Similarly, our fourth quarter revenues of $198 million increased 20% year-over-year. Our take rate was 15% in the fourth quarter, and we continue to expect take rates of 15.5% or higher in 2024, albeit with quarterly fluctuation to be expected. In the fourth quarter, we generated $35 million of adjusted EBITDA, bringing full-year 2023 adjusted EBITDA to $142 million, which was up 25% year-over-year. We delivered 100 basis points of adjusted EBITDA margin improvement in 2023 as we saw benefits from our increasing share of repeat orders. Turning to cash flow, we generated over $116 million of cash in 2023, and we expect strong cash generation to continue in 2024. Our model benefits from limited CapEx and negative working capital, which supports strong EBITDA to cash conversion. This robust cash flow profile provides the foundation for strategic capital deployment. In 2023, our capital deployment strategy featured both strategic acquisitions and share repurchases. We deployed $213 million of cash on financially accretive acquisitions and added $46 billion of TAM in the process. In 2023, we also repurchased 3 million of our own shares. Despite these significant investments, we enter 2024 with a cash balance of $125 million and net leverage of less than 1x forward adjusted EBITDA. Today, we are pleased to announce that our board has authorized a new $100 million share repurchase program, reflecting our view that our share price has not matched our strong business performance. In terms of 2024 outlook, we are maintaining our marketplace GOV guidance of $4.2 billion to $4.5 billion, and our revenue guidance of $810 million to $840 million, as 2024 concert tour announcements in late Q4 and early Q1 have been consistent with expectations. As Stan mentioned, we intend to make additional investments in 2024 in pursuit of attractive international TAM. As such, we now expect 2024 adjusted EBITDA in the range of $160 million to $170 million. At the midpoint of our guidance, we expect to grow both revenues and adjusted EBITDA by 16% in 2024. With strong secular growth in North America enhanced by international expansion and strategic M&A, we are confident in our ability to deliver sustained double-digit annual growth. Back to you, Stan.

Thanks, Larry. 2023 was a pivotal year for Vivid Seats, and we couldn't have done it without our talented team and the high-performance culture that we have built, which we are proud to say, was recognized again as one of the best places to work in 2024. Before we open it up to questions, I'd like to highlight an upcoming transition for our leadership team. After a great five-year run, our Chief Technology Officer, Jon Wagner, is planning to retire in the first half of this year. Accordingly, he will transition into a technical advisor role to ensure a smooth transition. I want to sincerely thank Jon for his leadership and friendship and to recognize his many integral contributions to Vivid Seats. We are grateful for his commitment over the past five years and for continuing to provide his valued perspective as a technical advisor through this planned transition. As we look forward, we are excited to welcome Stefano Langenbacher later this month as our new Chief Technology Officer. Stefano has extensive expertise leading technology teams for high-performing consumer-facing e-commerce brands, joining us most recently from Suit Supply where he served as CTO for the past six years. His experience optimizing global platforms and international tech stacks, while fostering innovation, will be invaluable as we capture the international opportunity ahead of us. Stefano is a seasoned technology executive and his results-driven mindset makes him an ideal leader to drive our technology development at such a pivotal moment in our journey as a global business. To wrap, looking back at 2023, we are incredibly proud to have delivered nearly 25% top and bottom line growth, while furthering our strategic objectives that enhance our ability to deliver sustained double-digit growth, strong profitability, and robust cash flow. We are excited to continue our track record of delivering shareholder value in 2024, including through strategic M&A and share repurchases. With that, operator, let's open it up for questions.

Thank you. And our first question is going to come from the line of Ralph Schackart with William Blair. Your line is open. Please go ahead.

Good morning and thanks for taking the question. Just in terms of some of the accelerating investments you talked about for international, maybe provide a little bit more color about that. What's attractive about it? Why is now the right timing? And then - any more color you could add on that. And then secondly, just if you could give an update on the competitive dynamics that you've talked about on previous calls as well. Thank you.

Hey, Rob, good morning. Look, as we look at the world, we've always said it, I think we look for really attractive and accretive opportunities to invest. As we looked at that international landscape and certainly others who are participating can corroborate this, I think our excitement level has increased from when we first started looking at it. A couple of points that I would hit. Certainly, we think the international pent-up demand was after kind of a little bit later than what we saw here in the US. So, I think we're certainly seeing that acceleration pick up there. We continue to see evolution across multiple poles, which I think lead us to believe that that opportunity is there, and thus we feel really excited about both continuing to hold our top-line trajectory that we put out, as well as increasing our investment to take advantage of that opportunity. So, excited to do that and continue delivering, even with that 16% EBITDA growth on a year-over-year basis. Now, on the competitive front, I think, look, when we look at that front, I think as we've said before, there's going to be a lot of ebbs and flows of competition. Our perspective is we continue to invest in a differentiated ecosystem, things that allow user stickiness to our platform. I think we continue to do that and see great progress in things like our repeat order mix moving up to almost 60% now, which gives us, again, a lot of confidence to be able to compete and compete profitably.

And Ralph, if I can add one thing, I would just say, on the European or international opportunity broadly, I would say that's a reflection of the strength we've seen in North America, right? Live events are not just a North America phenomenon. That growth has been global. And as you've seen some of that very meaningful growth that we've all enjoyed in the year subsequent to the pandemic, it's created a size of opportunity that's meaningfully larger than it's ever been, and it sort of reached that critical mass where we thought it was worthy of meaningful focus and investment. So, we think it's an exclusively positive, exciting moment.

Great. Thanks, Stan. Thanks, Larry.

Thank you, and one moment as we move on to our next question. And our next question is going to come from the line of Maria Ripps with Canaccord. Your line is open. Please go ahead.

Great. Good morning, and thanks for taking my questions. First, could you share maybe a little bit more color on how consumers are engaging with your loyalty program now that the new format has been in market for a couple of years and supported by brand messaging? You talked about increased repeat orders, said 60%, but it would be great to hear a little bit more color on that.

Yes. Hey, Maria. I think it starts from, as you said, one of our key differentiators has been that loyalty program. We've been out there now with this revised message, buy 10, get one free. And frankly, beyond that message, I think it has been surrounded by multiple things, whether how we engage with partnerships to drive really unique differentiated experiences if you are part of our loyalty program, like our Speakeasy at the Dodgers Stadium or guaranteed Jumbotron time with the Kings. So, I think we've continued to see all of that driving, one, as we talked about, increasing mix of repeat orders, right, up almost 1,200 to 1,300 basis points since we started the program. And as a reminder, each one of those orders is significantly more profitable and sticky than a new order. When we then look across the other ecosystem investments that we make to keep them there, our Game Center program, right, where we've got that now, 260,000 users, almost no marketing to acquire them in, also driving accelerated purchase frequency. And then frankly, when you look at the brand channels and the investments, you can certainly see the creative oriented around loyalty being a unique proposition that's differentiated, and we certainly see those campaigns performing and driving increased purchase propensity as well.

Great. And then now that you have operated vegas.com for a few months, can you maybe just talk about your ability to cross-promote your core brand and sort of bring new customers to the Vivid Seats platform?

Yes, I think we are - it’s still early days. I think we are pretty excited about the opportunity to do that. I think we have already started with some of that cross-pollination, whether it is across the inventory that now we can surface across multiple platforms, whether that is in I think our core thesis of vegas.com being a profitable customer acquisition engine that we can funnel users as they return to their homes into the ecosystem of Vivid Seats with rewards and Game Center. We are early days, but we are certainly quite bullish in terms of the early signs that we're seeing there.

Got it. Thank you so much for the color, Stan.

Thank you. And one moment as we move on to our next question. And our next question is going to come from the line of Curt Nagle with BofA. Your line is open. Please go ahead.

Great. Thanks very much for taking the question. Yes, I guess one first for Larry, just could we walk through the cadence of GOV and EBITDA for the year? Just looking like a lot of noise, obviously, or in pieces last year, right? You had, I think, the lowest GOV in Q1, but highest EBITDA margin. Presumably that's going to kind of smooth out a little bit with the acquisitions, but if you could just walk through again, how to sort of sequence that by quarter, that'd be really helpful.

Yes, thanks, Curtis. I'd probably start by pointing to 2023 as an example of some of the quarterly oscillation. That is why we generally focus on the annual guidance. But as you think about a prototypical year, I would start with the volume side. I think you'll generally see, and you saw this in 2023, the year starts slower than it finishes. Q1 is typically the lightest quarter. Q4, typically the strongest quarter. And in a normal year, I would say you'd expect operating leverage to behave in an expected fashion. The lowest GOV quarter you would expect to be the lowest margin quarter just because you have some fixed costs that get leveraged over a lower volume. If you look at last year, roughly 22% of GOV for the year in the first quarter. If anything, the acquisitions that we've done in the meantime are more call it summer-weighted because they're primarily concert and theater-driven categories. Q1 is a relatively slower concert and theater quarter. Not a material change, but if anything, it’s pushing Q1 to be a slightly lower percentage of the full year. As you noted, last year, an outlier. We had some favorable accrual adjustments, some atypical marketing cadence. Therefore, I would expect to return to more normal flow-through in Q1 this year.

Got it. Okay, thanks. And then maybe just one for you, Stan, just talking about SkyBox, at least in terms of the beta testing. It sounds like it's doing well. I guess, what are the expectations for, I think you said a launch sometime in the back half of the year? I guess how should we think about monetization of the platform?

Yes. Hey, thank you for the question there. Look, I think we're really proud of what we're doing there. I think we've been judicious with bringing on beta users and ensuring their feedback is there. As you heard, the excitement that we have in adding to our already leading seller product base with SkyBox Drive is really mounting. I'd start with, we certainly don't have any monetization modeled into our guidance, and therefore I think anything and everything, should we go down that path, will be upside. I would also point to the precedent for products like that being monetizable. And so, I think as we bring that to market, it would not be unreasonable to assume that at some point we monetize it, and none of that is baked into the guide this year.

Okay. Thanks very much.

Thank you. And one moment as we move on to our next question. Our next question is going to come from the line of Jason Bazinet with Citi. Your line is open. Please go ahead.

I know there's some pretty big differences in the way the primary market works internationally, but are there any sort of differences as you've done your due diligence internationally on the way that market works, either in terms of marketing intensity or take rates, or do you feel like the model is pretty homogenous globally? Thanks.

Hey, Jason, thanks for the question. I think structurally, there are some similarities. Broadly, if you were to frame international as one opportunity, I think the reality is, each market or each region has nuances to them with variability in each of the elements that you talk about. But I think when we look at them holistically, I think we're pretty excited about the ability to compete there. I think is kind of how we look at this. We look at the platform that we've built, the tools that we've built in the ecosystem, and we think moving into multiple regions internationally, we will have a strong foundation under which we will be able to compete effectively.

Yes, I'd say though, in terms of differences, I think North America is the sports capital of the world. Certainly, soccer is popular in many countries, but if you start going down the list of sports that drive meaningful volume in North America, you don't see that replicate. I would think of the international opportunity structurally as similar, but probably more indexed to concert and theater trends. Part of the excitement around the growth opportunity is that those geographies are over-indexed to the segments that have been driving disproportionate growth in North America.

And can I just ask one follow-up on the international side? I know you guys are leveraging your platform and that'll sort of accelerate the time when a dollar revenue generates a dollar of EBITDA. But are there any sort of rules of thumb in terms of how long it should take given that you're going to have to establish your brand and do some brand spending before a dollar of revenue generates a dollar of EBITDA?

No firm commitments that we'd want to sign up for just yet, but certainly the investment we're making this year is predicated on ensuring we have fully scalable tech and platform offerings that will minimize the operational investment beyond the marketing that you called out. So, we'll certainly have some sort of learning curve, but I think the view is that the opportunity is significant, robust in that consumers are looking for an alternative. We believe that we'll be able to have a value proposition that resonates right out of the gate.

Yes. And if anything, Jason, I think we've always been really disciplined and proud of how we both manage the investments, but also run the segments of business that we operate with both growth and profitability. I don't think we look at the international segment any differently.

Thank you. And one moment as we move on to our next question. Our next question is going to come from the line of Matt Farrell with Piper Sandler. Your line is open. Please go ahead.

Thanks for letting me ask the question, guys. First, following the Super Bowl, would just love to hear about the early takeaways on vegas.com. What are some of the key learnings after the first few months of having it in-house?

Yes. Hey, look, I think, to start with, I think your first part, I think we are excited about Las Vegas as the entertainment capital of the United States and things like the Super Bowl heading there. We certainly see all the tailwinds there, right? This was a wonderful Super Bowl this year with a great matchup in arguably what is a very relatively small stadium compared to the other NFL stadiums. As I mentioned earlier, I think we are already seeing signs of bullishness as we think about vegas.com as a platform. Certainly, really excited about the team that we've inherited there and excited about the capabilities. As you look at the early things we've seen, the cross-pollination of inventory into the platforms has already yielded some upside surprise to how we looked at the model and earlier than we expected as well. So, I think we're very excited about that. You'll continue to see us build out on the synergies and build out on the thesis throughout the year, but certainly two months in, we're pretty excited about what we've seen so far.

And then maybe touching a little bit more on the international investments, what has led you to sort of build for the international opportunity versus buying like you did with Wavedash? And maybe just a quick follow-up is, what takeaways from the Wavedash deal have you seen that have led you to sort of lead with the build this time around? Thanks.

Yes. I think I'd maybe start from the tail end. Look, I think again, I look at the asset that we acquired in Wavedash, came with a wonderful team, a market-leading position at an accretive multiple, setting the stage to really help us learn and continue to drive cash flow into the business, as well to fund other accretive opportunities. I'm excited about that. One of the big areas that we saw there with our Wavedash acquisition, which Larry touched on earlier, has certainly been corroborated again by others where other players in the space are certainly citing significantly higher growth in international versus North America, as we see that concert landscape internationally outpacing and out-indexing growth expectations. We've seen that in Wavedash and continue to expect to see that broadly in the landscape as well. On the build versus buy, I don't ever think that building a platform that allows us to leverage the skills that we have would inhibit the purchase should we find an attractive asset. I think we've demonstrated in our history, again, that should the right asset become available where we end up with conviction and strategic value and financial doneness, I wouldn't think we'd be opposed from accelerating anything through that. But at the same time, I think we are bullish and believe that the product advantages that we have invested in from a technology perspective will allow us to scale and take advantage of the international opportunity, even if we were to find an asset that we were to acquire to accelerate that endeavor.

All right, thank you. We'll move on to our next question. One moment please. And our next question is going to come from the line of Cameron Mansson-Perrone with Morgan Stanley. Your line is open. Please go ahead.

Thanks. Just to follow up on the international side, would be interested in anything you’re willing to say in terms of how you're thinking about the geographic opportunity and kind of which geographies, new geographies seem like more compelling opportunities to you from here. And then on the share repurchase program, I'd just be interested to hear a little bit more in terms of how you're thinking about how to deploy that and the level to which we should expect you to be leaning into it or the kind of the cadence of leaning into that program, would be helpful. Thanks, guys.

Yes. Hey, Cameron. On the international landscaping, I think it's too early to point you to specific regions that we'd like to talk about at this time, but I would say that we are looking at that. Really excited about the broad opportunity to invest in that area. I think all of those investments really position us to continue with double-digit growth on both the top and bottom line. We remain, like I said, more bullish than ever that international becomes a vehicle to help us really accelerate and drive those growth vectors along both top and bottom line.

Yes. On the share repurchase, we've been buyers of our shares in the past. I think we've had some competing considerations on how much we could buy, but with some additional liquidity that's been created over the last year, I think that provides additional flexibility. If you look back, we were buying shares at levels at or above where we trade today, and that was a year ago when our EBITDA was $60 million less than the midpoint of our guidance currently. Suffice it to say we have observed a disconnect between our share price and our underlying performance. As you can hear in our tone, we are quite bullish on the opportunity ahead of us. That disconnect we think reveals a meaningful opportunity.

Got it. Thanks.

Thank you. And one moment as we move on to our next question. And our next question comes from the line of Benjamin Black with Deutsche Bank. Your line is open. Please go ahead.

Hey, good morning, and thank you for the questions. Perhaps not just an update on the broader macro environment, how healthy is the demand backdrop in the US, and what are you embedding in your guide in terms of sort of macro assumptions? And then secondly, I guess, President Biden has obviously been talking a lot about eliminating some trip fees or junk fees. Could you sort of more broadly talk about the regulatory backdrop as well? Thank you.

Yes, I'd say we've continued to see strength in all of the results to date. On the supply side, you've seen Live Nation's commentary. They remain quite bullish. We saw what I would characterize as consistent with expectations, but expectations were fairly robust in terms of concert on sales with major artists, Usher, Justin Timberlake, Dead & Company continuing to demonstrate that supply is present and quality supply is coming. On the demand side, we've continued to see positive strength. If you look at the Super Bowl, college football playoffs, some of the marquee events thus far in Q1. You've seen exceptional strength, partially driven by the matchups, but I think reflective that you continue to see underlying demand strength. Perhaps contrasting with this time last year when there was a lot of active concern around hard landing versus soft landing, looming consumer softness, we feel that there's pretty nice stability in that realm.

Yes. And then moving to the regulatory environment, look, I think we have always been out there as big supporters of driving a competitive and level playing field so that those with the best platforms win for consumers. As we see the progress on driving transparency into that, we are supporters. Where we've seen those go at the State level, we've certainly been beneficiaries. Our cost structure, ability to be lean, ability to drive competitive product and drive profitability and cash flow at the same time while doing that, I think we are seeing benefit in that landscape. I go back to as that progresses to the federal level and we see continued progress on that, I think we are bullish on the prospects that brings to us as the president and his efforts there continue to move forward.

Excellent. Thank you very much.

Thank you. One moment as we move on to our next question. And our next question is going to come from the line of Brad Erickson With RBC Capital Markets. Your line is open. Please go ahead.

Yes, thanks. Just to follow up maybe on the international investments you talked about. Did the M&A opportunities in say Europe or Asia, do those tend to be like a single country or multiple countries? Historically, I think you look at marketplaces that overseas, they tend to be branded country to country, but curious if that's the right way to think about ticketing players and or just on those investments, or are they marketing investments or maybe more just like integration path, for example? Any color there would be great. And then I have a follow up.

Hey, Brad. Look, I think probably the answer you're looking for is, it really depends. As you look at the different regions, you’re going to find players that compete across multiple domains. You're certainly going to find potentially a leading player in-market like Wavedash. It really is a broad does depend, and there's certainly going to be every flavor out there. As we continue to organically build and assess assets that are available, should we find an accretive opportunity for us that we like, I think we're certainly going to pursue that and certainly have the balance sheet and appetite to do it.

Yes, I think frankly, part of the opportunity is predicated on it's a relatively short list of competitors at scale internationally today, which provides the opportunity for a new entrant in our mind. So, we're excited on that front. On the nature of the investment, I would characterize the guide reflecting what we believe to be the platform investments required to be ready to successfully and scalably enter the market. What it does not contemplate is neither the revenue nor the marketing, operating expense of the foray.

Got it. That's helpful. And then just a follow-up, I guess you had some pretty big pricing tailwinds in 2023 in particular. I won't ask directly if Taylor Swift is baked into the guide, but on that front, just curious kind of what's embedded in terms of your assumptions for pricing, and just curious if after all the tailwinds last year, does 2024 kind of set up organically for the industry maybe to just grow a little bit below normal that you've talked about in the past? Thanks.

Yes. Thanks for that. I'll start with idiosyncratic to us, which is both Vegas and Wavedash come in at a lower average order size than the existing business. You saw this in Q4 where our average order size on a reported basis was down 4%. On a apples-to-apples basis, it was actually up. You'll see that trend continue throughout 2024 as you have the reported results reflecting the combined basis. That said, I think as you called out, the large Taylor Swift effect was almost entirely on average order size. She was playing in the same size stadiums as other A-listers. As you lap that kind of unique outlier event, I think you'd expect the underlying AOS to be still positive, but a little bit muted relative to what we saw this past year, but continue to see fundamental underlying strength but for that comparison.

Got it. Thanks.

Thank you. And one moment for our next question. And our next question is going to come from the line of Ryan Sigdahl with Craig-Hallum Capital Group. Your line is open. Please go ahead.

Hey, good morning, Stan, Larry. Not to beat a dead horse here on international, but you didn't change GOV and revenue guidance. $10 million incremental spend, I guess is the right assumption that you're layering in structural investment into infrastructure this year with no incremental revenue assumed in the guidance for that international spend?

Yes, that's exactly right. The view is to effectively put the fixed overhead burden into the numbers. When we're ready to press go, we'll then have both revenue and operational spend on the marketing front as we actively launch.

And then just on SkyBox Drive, you have a new competitor with a new fan-to-fan reselling tool, kind of similar ERP for fan sellers, but I guess any notable market share change for SkyBox ERP with the professional sellers or just the market overall?

Yes, I think on SkyBox, look, I think we're really excited. If you take out Drive for a moment and just look at SkyBox, I think we continue to onboard new sellers on increasing the share that we already have with SkyBox. As we look at the launch of Drive, I think that looks to really cement our leading position with an adder that really provides a unique offering that no one player will be able to provide with very unique capabilities for the professional seller. I think we remain bullish on that given that professional sellers represent about 80% of the entire secondary ecosystem.

Great. Thanks, guys. Good luck.

Thank you. And one moment for our next question. And our next question comes from the line of Dan Kurnos with The Benchmark Company. Your line is open. Please go ahead.

Thanks. Good morning. Just to clean up on everyone's favorite topic this morning. Stan, I guess, or Larry, just in terms of the guide change, is that just a timing of announcement for you guys, like you had planned this before? I mean, you guys don't do anything haphazardly. Was it a specific opportunity that dictated this, or you guys were just not ready to talk about it yet? And can you leverage - obviously, you guys have a very unique corporate structure that has a lot of international relationships already. So, is there a way to leverage that as you expand in the international markets?

Hey, Dan, thanks for the question. Yes, I think we are pretty deliberate and quite judicious in how we plan. As we said, our excitement level for the international opportunity has grown since the last time that we did this. When you look at it, I think we've reaffirmed our top-line guidance, still with double-digit growth. Despite accelerating our international investment, I point to others in the industry with sizable outplacement in international contribution versus domestic as certainly one of, but not the only data point out there that fuels our excitement. We pulled forward a lot of the investment to ensure that we can drive the platform readiness that we'd like to take advantage of that. In spite of that, still delivering 16% year-over-year EBITDA growth.

Yes, I think Dan, we've talked about in the past, on a North American basis, we think our foundational growth will be in the double-digit range over the intermediate term. We view this international opportunity as just another pathway to ensure that you're hitting and/or exceeding that double-digit top-line opportunity. When we look back on the most exciting parts of the 2023 results, expanding the TAM the way we did and now seeing that opportunity continue to reveal itself in a way that's more, not less exciting, leads us to our statements that we view this as all exciting news.

Yes, Larry, can I just double-click on that, because obviously you guys have said about as many times as possible, sustainable double-digit growth going forward. I don't think that's lost on anyone and it's certainly above industry growth rates. You just beat your 2022 guide by 30%. I'm just trying to understand sort of either the level of conservatism to start here. I guess we got the international piece and just maybe some of the underpinnings, understanding, yes, you have to comp what we’ll call (payonce) this summer, but the concert environments up like double-digits, attendance up double-digits. Just the confidence level you have in underpinning that 10-plus percent, let's call it at least top-line and probably bottom-line growth from here as well.

Yes, I think as we look out over the foreseeable future, it’s very high. You start layering on the opportunities both in North America and with the international path, you have multiple ways to get there. Yes, I think you called out, right, the reality is that there's only one Taylor Swift. So, will that impact our average order size this year? Sure. Will it change our fundamental average order size trajectory? Absolutely not. So, come 2025, we'll be right back on that average order size wagon. Alongside that, we're just seeing really strong order growth. If you look at our Q4 numbers, you can see that, right, 36% order growth in Q4 in a stable underlying average order size environment. That reveals just fundamentally well-matched supply and demand, and an increase in the amount of live event consumption.

Yes, maybe to bring it all home, Dan, and Larry, I think the term you used was (payonce), which I think we might trademark. That's pretty good.

That was good.

But look, I do think, Dan, it comes back to when you ask like conservatism, we've been out there as a public company for many quarters, and I think we've been really focused on making sure that when we put numbers out there, we have the ability to hit them. I think we've delivered consistent performance against the guidance that we've put out there, and the ability to continue growing TAM, growing top and bottom line sustainably in the double-digit range. We're putting our money where our mouths are and saying, hey, look, we believe there's opportunity in the share price and are very willing to back ourselves up on that by repurchasing shares as well.

Thank you. This will now close our question-and-answer session. Ladies and gentlemen, this also will conclude today's conference call. Thank you for participating and you may now disconnect. Everyone, have a great day.