Good morning, and welcome to the Vivid Seats Third Quarter 2024 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 Africk.

Good morning, and welcome to Vivid Seats' third quarter 2024 earnings conference call. I'm Kate Africk, Head of Investor Relations at Vivid Seats. Joining me today to discuss Vivid Seats' results are Stanley Chia, Chief Executive Officer; and Lawrence Fey, Chief Financial Officer. By now, everyone should have access to our third 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 that could cause actual results to differ materially, including the risks and uncertainties described in our earnings press release, our 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 and adjusted EBITDA margin, 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 our 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. Our strategy has always been to prioritize long-term success by fostering stickiness in our marketplace for both buyers and sellers, and I am excited to share the progress we delivered on that front in the third quarter. Staying true to that strategy, we operated with discipline and delivered solid third quarter financial results despite market headwinds that we believe will be temporary. Before discussing the market backdrop and the strategic progress that we delivered, I'd like to touch on our financial highlights, which Larry will cover in more detail. In the third quarter, we delivered $187 million of revenues and $34 million of adjusted EBITDA, including an 18% adjusted EBITDA margin. These results demonstrate our ability to deliver strong unit economics even when market factors are less favorable in the short term. To begin with, I'd like to shed some light on those market factors. Compared to record concert years in 2022 and 2023, we would consider 2024 as a digestion year for concert industry supply with year-over-year declines seen most acutely in the third quarter. As we and others in the industry have discussed, there was a notable reduction in stadium tour activity in 2024 compared to 2023 when many of the most popular artists played in the largest venues, which naturally command the highest prices. Partially counteracting this dynamic, concert ticket volumes have held up quite nicely in 2024 with many artists playing more shows, albeit in smaller venues that typically come with lower prices. We believe that the mix shift in 2024 away from concerts and away from stadium tour activity was a short-term headwind that will soon abate. Looking ahead, we are now in the midst of concert on-sale announcements for the 2025 calendar, which we expect should be a more normal year with concerts, including stadium shows, growing again. Concert supply in 2024 was an anomaly, and we look forward to normalizing supply intersecting with long-term tailwinds for live events next year and sustained and reliable concert growth going forward. We remain confident that the digestion that we are seeing in 2024 is a reflection of supply and not a reflection of demand. The ongoing strength that we are seeing in the industry in sports and theater is evidence of this dynamic. Overall, we believe that the demand for live events remains as robust as ever. Beyond the supply and demand backdrop, marketing intensity was high in the third quarter with certain competitors focused on growing volume where we believe marginal volume is uneconomic, at least in the near term. We continue to focus on strong unit economics and fostering long-term stickiness in our marketplace. Accordingly, we are building on the long-standing strength of our business and are poised to capitalize upon any alleviation of competitive behavior or upon a normalizing market backdrop, leveraging our investments that are focused on winning in the long term. Even as we continue to lean into long-term initiatives that are driving our mix of repeat orders higher, new customer acquisition via performance marketing remains an important channel. Accordingly, we are excited that Adam Stewart has now officially joined our Board of Directors. As we briefly touched on last quarter, Adam joins us with almost two decades of experience at Google, including his current position overseeing advertising partnerships and integrated solutions, including Google.com. Adam's extensive knowledge will be very valuable as we seek to drive further efficiencies in this channel. Now I'd like to turn to the strategic progress that we delivered in the third quarter. Efficiently increasing brand awareness continues to be a long-term priority, helping to drive customer acquisition and ultimately, the household penetration of our brand with key audiences. In the third quarter, we announced a new strategic partnership with Brandon Marshall's athlete-led media platform, IM Athlete. The former NFL All-Pro receiver has built an impressive platform portfolio with a wide-reaching and engaged audience base that is passionate about entertainment, sports, and live events. In addition to exclusive content creation featuring athletes and celebrities, Vivid Seats’ key brand differentiators are being promoted to millions of sports fans across those channels through native organic mentions during episodes and sponsored content. This unique partnership is a new way for us to engage with fans, growing our brand awareness in new channels and also meet the growing consumer demand for best-in-class and compelling content. Our partnership with IAA already appears to have accelerated our impact in social channels. In conjunction with these efforts, we are also leveraging new and expanded strategies that drive engagement and grow affinity for our brand, including expanding our social presence, which is approaching 400,000 followers. We also continue to differentiate our platform and drive marketing efficiencies through Game Center, which is similarly approaching 400,000 lifetime users playing games in our app. As we've shared in the past, our engagement efforts are proving successful with Game Center users frequently browsing tickets while playing, which is translating to app orders. We are excited to share that 95% of ticket orders from Game Center users now occur within our app, incurring nearly zero marketing expense. Orders from repeat customers, whether driven through Game Center engagement or through other initiatives such as our industry-leading Vivid Seats Rewards program are highly accretive, and we look forward to incremental efficiencies as our investments in these initiatives have more room to run. Next, I'd like to take a moment to highlight the progress and efficiencies that we are continuing to drive through synergies with our Vegas.com acquisition. Early on, we began cross-listing complementary Vivid Seats inventory on Vegas.com. We are excited to share that orders from cross-listed inventory are run rating at approximately 1% of our marketplace GOV. Additionally, as we discussed last quarter, our cross-sell campaign to convert Vegas.com customers to Vivid Seats customers in their home markets is off to a promising start with nearly 50% of cross-sell e-mails being opened by customers. This campaign is now bearing fruit and converting to incremental orders and new Vivid Seats customers. As more Vegas.com cohorts edge to their next live event purchase back home, we believe this channel will ultimately be another contributor to profitable GOV growth. As we think about our Total Addressable Market, we continue to make great progress with our investments in strategically building out our global platform. As we've discussed previously, we are internationalizing our platform and capabilities to scale efficiently as we expand our Total Addressable Market across geographies. We remain focused and on track to launch operations in select geographies by the end of the year. On the seller side of our marketplace, we are excited to announce that our innovative pricing tool, SkyBox Drive, recently exited its beta phase and was met with rapid demand. As a result, we are already in the process of onboarding over 100 users and also have a sizable waitlist of prospective users. We are pleased with the reception of our product, which is turnkey, integrated, and exclusive to our SkyBox ERP and leverages the power of Vivid Seats marketplace data. We look forward to driving incremental adoption with the hundreds of additional SkyBox sellers on our wait list. It's important to remember that SkyBox remains the industry-leading ERP, with over 55% of our professional sellers exclusively using our ERP to run their businesses. The added functionality of SkyBox Drive is a significant step that will further enforce the stickiness of SkyBox and fortify our already leading position with professional sellers. Lastly, I wanted to share that we recently announced Vivid Seats was included in Newsweek's list of America's Best Customer Service 2025 in the ticketing category for the fifth time. As a company that is focused on rewarding fans and creating the most exceptional experiences in our industry, we are proud to be recognized again by Newsweek for our excellence in customer service. In summary, we made substantial strategic progress during the quarter, particularly through unlocking synergies with Vegas.com and with the full launch of SkyBox Drive. We are confident that the differentiated products and initiatives fostering stickiness to our platform will drive long-term growth and value in our marketplace, both in North America and abroad with our imminent international launch. In the meantime, we will continue to operate with the discipline and flexibility that we demonstrated in the third quarter. With the anticipated return of concert growth in 2025, we expect to return to organic growth and to continue delivering a double-digit growth CAGR over the long term.

Thanks, Stan. In the third quarter of 2024, we generated $872 million of marketplace GOV, a 13% year-over-year decline. The drop in marketplace GOV was driven by an 11% year-over-year reduction in average order size and a 2% year-over-year decline in total marketplace orders. Our lower average order size is a result of pressure on concert AOS, resulting in part from a softer stadium lineup, along with our acquisitions bringing lower average order sizes. Despite the soft AOS seen in the third quarter, since 2019, our average order size has grown organically at a 2% CAGR, and we continue to expect a 3% to 4% AOS CAGR moving forward. I would also note there were several large concert tour cancellations in the third quarter, which were headwinds to marketplace GOV and total marketplace orders. We delivered $187 million of revenues in the third quarter, roughly flat year-over-year despite the decline in marketplace GOV. We delivered strong unit economics led by a 17.5% take rate, which was up 200 basis points year-over-year. We delivered $34 million of adjusted EBITDA in the third quarter, which was slightly higher year-over-year. We are pleased with our 18% adjusted EBITDA margin despite lower marketplace GOV than anticipated. Lastly, on guidance. We now expect 2024 Marketplace GOV to be in the range of $3.8 billion to $4.0 billion, 2024 revenues in the range of $760 million to $780 million and 2024 adjusted EBITDA in the range of $145 million to $155 million. These revised ranges incorporate challenging concert supply dynamics as well as continued marketing intensity expected in the fourth quarter, along with a range of outcomes for remaining 2025 concert on sales. We will continue to operate with discipline and anticipate the return of concert industry growth in 2025.

Thanks, Larry. Wrapping up, we delivered key strategic progress in the third quarter and continue to position our platform for long-term growth and profitability. Strong consumer demand for live events continues, and we expect an acceleration in industry growth in 2025 as favorable tailwinds for live events intersect with normalizing supply. With that, operator, let's open it up for questions.

Andrew Marok with Raymond James. Please go ahead with your question.

Hi. Thanks for taking my question. I was wondering if you could dig into the implied take rate guidance in Q4 a little bit. We saw Q2, Q3 come up above recent trends, and it looks like Q4 is maybe coming back down a little bit. So just wondering if you could get into some of the drivers behind that and maybe how your loyalty program is playing into that.

Yes. Thanks, Andrew. Yes, I think as you noted, strong performance on take rate in Q2 and Q3. I think that's a combination of a couple of factors, some of which we think will continue, some of which I think we want flexibility, right? So we're always looking to balance take rate and volume. And as you can imagine, if you try to push take rates, that puts pressure on volume, and the inverse is also true. And depending on how market environments evolve, we want to make sure that we're retaining the ability to flex accordingly. The second piece I'd say this will vary based on mix. But generally speaking, the World Series is a quite high ticket or high AOS event. And when the World Series increases as a percentage of the book of business, that will have a deflating effect on take rates. And I don't think it would be unreasonable to call the World Series matchup this year the dream scenario. And so while I think that's a very nice answer on a nominal basis, when you look at percentage take rates, that will create a little bit of downward pressure.

Got it. Thank you. Dream scenario, I think Yankee fans may argue with that. But maybe a higher-level question as it relates to kind of the overall ecosystem, and then I'll jump back in the queue. But when you're talking about '24 being a digestion year, I know normal has kind of been hard to come by since the pandemic. But in kind of a normalized environment, do you see this largely as a cycle, like a couple of big years, a digestion year? Or is it something that's kind of just idiosyncratic based on when big artists decide to tour?

Yes, it's a great question. The phrase that we use most often on our side is event mix. And I think you can have multiple drivers of variance or multiple sign curves happening across the various leads and categories that can blend together into a more difficult to predict trend. So if you were to focus exclusively on concerts, which I think is the story of this quarter, when Q3, which is a bit more concert heavy, you saw particularly challenging comps where the lineup last year at the top of the ticket was quite strong and diversified across a number of artists. But the Tippy top was particularly strong. You move into this year, just a different story, right? A more distributed number of artists playing in smaller venues. If we had fairly meaningful headwinds there. Flip the script a little bit to sports. This year, in Q1, we touched on a little bit, we had a really nice college football playoff matchup, lapping a not-so-good college football playoff matchup. Heading into '25, you'll have expanded playoffs. So you're probably set up for another nice event mix there. Great World Series matchup this year, pretty poor World Series matchup from a ticketing standpoint last year. So those are competing. Then you go to theater. You had a record-setting Matt Rife on sale and tour happening last year, not the same thing happening this year. And so you sort of have to map all those together. And across the categories, you can have tailwinds, headwinds, and it adds to some of the challenge in precisely predicting where it will go. But I do think it is fair to assume some level of oscillation based on event mix, much of which is exogenous and not really indicative of fundamental trends.

Understood. Thanks for the color. Appreciate it.

Thank you, Andrew. Our next question will come from Maria Ripps. Go ahead, Maria.

Great. Good morning, and thanks so much for taking my questions. First, can you maybe talk about your expectations for the broader industry growth next year sort of given the potentially more robust concert supply calendar comping a weak year? I guess how should we think about growth relative to a more normalized high single-digit sort of growth rate?

Maria, thanks for the question. Yes, look, I think as we've discussed on the prepared remarks and I think today, what we've seen this year and maybe adding a little bit more color back to beyond the distribution of the artists on the concert side, I think you had a sort of a retrenchment or digestion of the venues as well, where we certainly saw much larger concentration of arenas versus stadiums, certainly reflected by others in the industry as well. And as we look forward to next year, we remain really bullish about the secular trends that we've seen in the category. We've certainly heard, I think, others in the industry remark about how there will be a return of stadium tours in strength next year. And I think we remain excited about that prospect. Certainly, as we've been looking at it, we use the data that we have available tangibly, and we remain optimistic looking forward as the slate for next year continues to unveil itself.

Got it. And then I just wanted to get a little bit more color sort of on your Q4 or full-year guidance or implied Q4 guidance. So I think your prior guidance sort of suggested that the strong 2025 concert lineup should sort of support sales in Q4. Can you maybe just talk about what has changed here more recently? Is it just the timing of some of those events kind of with them shifting sort of later into the year? Or is there anything else to keep in mind here, sort of understanding that sort of near-term dynamics here a little bit weak.

Thank you, Maria. There are two main points to consider. First, we've noted a decline in the concert schedule for the third quarter, and this trend is likely to persist until we see a significant number of ticket on-sales. As we transition into the fourth quarter, it seems the underwhelming performance we experienced in August and September in the concert sector will carry over into October. This is a reasonable assumption. Secondly, while we have expressed optimism for a strong concert calendar, featuring acts like Coldplay and Oasis, the current lineup is not yet sufficient to declare success in this area. Thus, there's still a level of uncertainty. We aim to present a perspective that closely aligns with what we currently know, while also recognizing that the positive sentiments we've shared have not yet translated into widespread, dependable announcements.

Got it. Thank you so much.

Thank you, Maria. And our next question comes from Ryan Sigdahl. Go ahead, Ryan.

Good morning, guys. Stan, you mentioned high marketing intensity. That's been a common theme now for several quarters. I guess it's consistent with our checks as well, and Moody's actually cut their free cash flow estimate by nearly $200 million and cut in half on one of your scale competitors, which is evident of that. But given this ongoing headwind, does it make you rethink Vivid's near-term and then maybe even longer-term strategy on customer acquisition?

Ryan, thanks for the question. Yes, I mean, look, I think spot on with what you've seen in your research. Certainly, when others go out, and I think, take aggressiveness to the point of certain uneconomic volume. I think we're always faced with decisions that we have to make, both in the near term and the long term. And what I would say is, as you've seen evidenced by, I think, our investments and certainly our results, we've always prioritized long-term value. I think the investments that we make continue to differentiate our product ecosystems, continue to allow us almost, if you think about mix, to be fairly prescriptive and direct about the volume that we do target. I think we have the industry's leading loyalty program. You can certainly see us fortifying the products that we have across both sides of the marketplace. And as evidenced even in a supply-challenged quarter, the ability to continue to deliver strong unit economics. So I think what you'll see from us is certainly a discipline in how we execute a focus on the long term, and should market environment change, I think the ability to always pivot and pivot nimbly to capture opportunity.

Helpful. Follow-up question, SkyBox Drive. Congrats on moving that out of beta testing into full market launch. Where are you seeing the most excitement? I know it's early with that onboarding, but is it with the smaller professional sellers, the bigger ones across the board? Is it giving new users on the ERP system as kind of a way to further evidence that? Or is it with the existing customers, et cetera, et cetera? But where are you seeing the most success early on?

Yes, it's a great question. Look, I think we're excited and pleasantly surprised at the pace of the adoption and excitement. I think as you heard in the remarks, we're over 100 people already onboarded onto the platform as we've brought it out of beta. And maybe piecing that apart, certainly, as you think about the range of sellers, I think it's certainly across size. We've seen lots of interest and rapid adoption. If you think about new users versus existing on to SkyBox versus existing, it skews a little bit in this early stage to existing users. And naturally so, as you can think about the way we design that was meant to be turnkey integration for existing SkyBox users where it is almost no effort to bring folks on board, and now they have access to an industry-leading product that we believe has wonderful differentiated features and unique data that's powered by the Vivid Seats marketplace. So really pleasantly surprised and again, very optimistic about the prospects as we've seen, I think, rapid, rapid adoption in these early days.

Good luck.

Thank you, Ryan. Our next question comes from Dan Kurnos. Go ahead, Dan.

Great. Thanks. I have a few quick questions. Stan, do you have any thoughts on the change in administration and its implications for antitrust, consolidation, or mergers and acquisitions in our industry? Additionally, could you share your perspective on the trend of sports venues adjusting secondary pricing? Lastly, Larry, I’d like to understand the free cash conversion dynamics despite the current noise from cancellations and venue mix. When can we expect a return to that 60% to 70% flow-through? Are there any other factors we should consider? Thank you.

Dan, thanks for the rapid fire. We'll try to rapidly respond as well. On the first one, still really early days, so very hard to say. I think what's certain is that there will be change, and it looks like there will be change across the spectrum there. And so I think we, along with everybody else, will continue to watch and ensure that we have line of sight and a pulse on what that means for the industry. On the second one, as you look at, I think, where you're seeing perhaps as you allude to venues, I think I remain really centered on the fact that the secondary ecosystem benefits greatly all who participate from a distribution standpoint. That includes the venues, that includes the rights holders. And certainly on the consumer side, the incremental distribution that we provide remains really strong. And so I think as we look into the future, we remain really confident that working together across the ecosystem, this industry and this platform will continue to see lots of growth as consumers, frankly, look for more choice, look for more option, more distribution, and continue to prioritize live events moving forward.

The cash flow conversion. Nothing's changed with our fundamental model and belief in our 60% plus conversion in a normalized growth environment. We've talked about the bridge from EBITDA to cash flow. We've got some CapEx that's a negative, that's typically offset by benefits from our working capital float. And then you have interest and taxes, and that's sort of the bridge from EBITDA to actual cash on the balance sheet. What we've seen in 2024 certainly have come in as evidenced by our reduction to guidance with less top-line growth. And so that working capital line, which was a meaningful tailwind in 2023, has turned into a meaningful headwind in 2024. And so when we look across a combined view of '23 and '24, in 2023, we had something approaching 85%, 90% cash conversion, which is obviously higher than our target by quite a bit, that attributable to the working capital benefit. This year, we're trending quite a bit below our target, closer to not generating cash this year. But when you smooth them across, it gets you in the vicinity of a 50% cash conversion. And then if you sort of normalize the growth rate against that, you'd be right back to that 60% to 70% range. So as we look forward to 2025, expecting a return to growth, assuming things remain steady, I think that 60% to 70% conversion is the right paradigm to assume.

Great, thanks so much, guys. Appreciate it.

Our next question comes from Cameron with Morgan Stanley. Go ahead, Cameron.

Thank you. Good morning. I have two questions. First, as we consider the challenges facing the industry and the possibility of improvement next year, could you provide some insight into where the pressure is coming from across different channels? Is it widespread, mainly affecting consumer-to-consumer sales, or is it more related to professional sellers? Additionally, can you break down the dynamics within the channels if that's relevant? My second question relates to recent headlines about the Oasis tour cancellations and the ticket inventory being resold, particularly in the U.K. While this might not have a direct impact on your business, do you think this practice could become more common, or do you view it as a one-time issue?

Thanks, Cameron. Yes, I'll address the first part. Regarding headwinds, I wouldn't emphasize a distinction among seller types. Looking at the category level, concerts have been quite soft, particularly with a challenging year-over-year comparison in Q3, and they have also been weak sequentially. In contrast, sports has had a strong year, surpassing its typical growth rate, with some fluctuations throughout the year, but overall it started strong and is expected to finish strong, making it a notable performer. Theater, in my view, remains consistent with its long-term trajectory. So, we've seen strength in sports and theater, which supports our belief that this isn't a demand issue. Concerts have been weak, likely due to relative supply challenges. Another area that has faced year-over-year difficulties and headwinds is by marketing channel. We've mentioned it previously, but certainly, the performance marketing segment, where some competitors have adopted a more aggressive approach, has pressured incremental orders and dollars of gross order value, which we believe is coming in an uneconomical manner.

Yes, I believe your other question pertains more to the U.K. As we evaluate the space, we've always focused on providing consumers with an excellent platform for selecting tickets. Our buyer guarantee is strong, and we were recently recognized by Newsweek as having the best consumer service in ticketing. We are observing significant strength in distribution and will continue to offer a secure and confident platform for consumers, while also investing in our services going forward.

All helpful. Thanks, guys.

Thank you, Cameron. Our next question will come from Thomas Forte with the Maxim Group. Go ahead, Thomas.

Great. Thanks. So one question and one follow-up. Can you give your current thoughts on some of the fast-growing emerging sports trends, women's professional sports, soccer, both MLS and international events expected to be held in the U.S.?

Tom, yes, it has been a great year for that as we continue to see, especially earlier in the year and looking ahead. It all began with record-setting women's NCAA performances, which then carried on as some of those stars made their way to the WNBA. So, we’ve seen ongoing strength and growth in this area, and we are truly excited about how these developments are contributing to the overall sports categories in unprecedented ways.

Great. And then for my follow-up question, can you again, current thoughts this time on capital allocation, either buying back shares, investing in the business, strategic M&A?

Yes, I think same priorities remain. We will always look for strategically and financially accretive targets. It's not lost on us that the latter part is more difficult to achieve when our multiple is lower than it's been historically. So that will be a factor as we evaluate what can chin the bar. I think it also on a relative basis as you explore buying yourself back versus buying other assets, certainly, where you're trading on a multiple basis is a factor. On the latter, right, as we return to cash generation and growth, I think we continue to believe that buying ourselves back when we're attractively priced is compelling. And as we've touched on in the past, there's some incremental considerations around how best to execute that, but it does remain something of keen interest for us to resolve.

Great. Thanks for taking my questions.

Thank you, Thomas. Our next question comes from Ralph with William Blair. Go ahead, Ralph.

Good morning. Thanks for taking the questions. Two, if I could. Just on international, I think you talked about launching by the end of the year. Stan, maybe kind of just remind us of that opportunity and maybe give us a sense of the competitive nature in some of those markets versus what you might be temporarily seeing here? And then maybe as a follow-up, just in terms of incremental growth. I think you talked about 1% of GMV coming from cross-sell at Vegas.com. It seems like a good initial start here. But maybe if you could sort of frame that opportunity. Do you have the pieces in place to further scale that GMV contribution? Or just maybe give a sense of how you're thinking about that opportunity.

Hey Ralph, sure thing. I think on the first one, I think we're well on track and underway, I think, in internationalizing the infrastructure components of the platform, right? I think we've continued to make good progress and are certainly on track to launch before the end of the year. I think we continue to see the international landscape as a big opportunity where we feel like our product and offering competes very nicely in what certainly from our research and optics look to be a less competitive dynamic than here domestically. And so I think we are excited about the ability to go compete and compete meaningfully with a product that, I think, again, is differentiated and will do quite well in that landscape. On the Vegas front, I think we are still, I would say, early days, but already excited about the fact that we've run rate at that 1%, I'd say, as we've primarily looked at driving the two synergies that we had when we acquired the business, one, driving the accretive inventory across that as a distribution channel, which has proven to be a really, really nice add to a platform that benefits from incremental selection. On the other side, we've also seen, as you've seen, some of the highest open rate and performance metrics from our CRM campaigns as those Vegas customers go back into their home markets and we introduce them to Vivid Seats. All the more so meaningful when you think about an aggressive dynamic where I think the landscape has it that people are out there competing and paying very large acquisition costs for users, we have a free acquisition channel that we are excited about, and we will continue to tap and invest in where we can bring those users home in a very profitable manner.

Great. Thanks Stan.

Thank you, everyone, for your participation in today's conference call. This concludes today's Vivid Seats call. You may now disconnect. Thank you.