SEAT 8-K
Vivid Seats Inc. (SEAT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On May 6, 2025, Vivid Seats Inc. issued a press release providing financial results for the first quarter ended March 31, 2025, a copy of which is attached as Exhibit 99.1 hereto.
The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vivid Seats Inc. |
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Date: |
May 6, 2025 |
By: |
/s/ Lawrence Fey |
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Lawrence Fey |
Exhibit 99.1
Vivid Seats Reports First Quarter 2025 Results
CHICAGO, IL – May 6, 2025 – Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial results for the first quarter ended March 31, 2025.
“In the first quarter we continued to see robust competitive intensity and softening industry trends amidst consumer uncertainty,” said Stan Chia, Vivid Seats CEO. “Despite these headwinds, we remain confident in the resiliency of our industry and the long-term tailwinds driving North American live events. Our historical approach has been to execute with disciplined rigor and focus on the things we can control. In this shifting environment, we are focused on operational discipline to manage the business for the long term. We will continue our cost-disciplined approach while making strategic and focused investments in both marketing and technology.”
First Quarter 2025 Key Operational and Financial Metrics
“With elevated uncertainty across the global economy, the health of the consumer, and the performance marketing landscape, we are suspending guidance for fiscal year 2025,” said Lawrence Fey, Vivid Seats CFO. “We currently anticipate industry volumes to be flat-to-down for the year versus our prior expectation of mid-to-high single digit growth. We will face easier year-over-year comps in the second half of the year, but anticipate competitive intensity to persist and continue to pressure results.”
Key Business Metrics and Non-U.S. GAAP Financial Measure
We use the following metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe these metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as management.
The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three months ended March 31, 2025 and 2024 (in thousands):
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Three Months Ended March 31, |
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2025 |
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2024 |
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Marketplace GOV(1) |
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$ |
820,359 |
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$ |
1,028,477 |
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Marketplace orders(2) |
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2,296 |
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2,876 |
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Resale orders(3) |
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105 |
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99 |
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Adjusted EBITDA(4) |
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$ |
21,721 |
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$ |
38,920 |
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2025 Financial Outlook
Due to the factors discussed above, Vivid Seats is suspending guidance for the year ending December 31, 2025.
Webcast Details
Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the first quarter 2025 financial results and business updates. Participants may access the live webcast and supplemental earnings presentation on the events page of the Vivid Seats Investor Relations website at https://investors.vividseats.com/events-and-presentations.
About Vivid Seats
Founded in 2001, Vivid Seats is a leading online ticket marketplace committed to becoming the ultimate partner for connecting fans to the live events, artists, and teams they love. Based on the belief that everyone should “Experience It Live,” the Chicago-based company provides exceptional value by providing one of the widest selections of events and tickets in North America and an industry leading Vivid Seats Rewards program where all fans earn on every purchase. Vivid Seats also owns Vivid Picks, a daily fantasy sports app. Through its proprietary software and unique technology, Vivid Seats drives the consumer and business ecosystem for live event ticketing and enables the power of shared experiences to unite people. Vivid Seats has been recognized by Newsweek as one of America’s Best Companies for Customer Service in ticketing. Fans who want to have the best live experiences can start by downloading the Vivid Seats mobile app, going to vividseats.com, or calling 866-848-8499.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “can,” “continue,” “could,” “design,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “plan,” “project,” “propose,” “seek,” “should,” “target,” “will,” and “would,” as well as similar expressions which predict or indicate future events and trends or which do not relate to historical matters, are intended to identify such forward-looking statements. The forward-looking statements in this press release relate to, without limitation: our future operating results and financial position; our expectations with respect to live event industry growth, concert supply, and our TAM and competitive positioning; our business strategy; and the plans and objectives of management for future operations. Forward-looking statements are not guarantees of future performance, conditions, or results, and are subject to risks, uncertainties, and assumptions that can be difficult to predict and/or are outside of our control. Therefore, actual results may differ materially from those contemplated by any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to: our ability to generate sufficient cash flows and/or raise additional capital when necessary or desirable; the supply and demand of live concert, sporting, and theater events; the impact of adverse economic conditions and other factors affecting discretionary consumer and corporate spending; our ability to maintain and develop our relationships with ticket buyers, sellers, and partners; our ability to compete in the ticketing industry; our ability to continue to maintain and improve our platform and to successfully develop new and improved solutions and enhancements; the impact of extraordinary events, including disease epidemics; our ability to identify suitable acquisition targets, to complete planned acquisitions, and to realize the expected benefits of completed acquisitions and other strategic investments; our ability to comply with applicable laws and regulations; the impact of unfavorable outcomes in legislation and legal proceedings; our ability to maintain the integrity of our information systems and infrastructure, and to identify, assess, and manage relevant cybersecurity risks; and other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts:
Investors
Kate Africk
Media
Julia Young
VIVID SEATS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data) (Unaudited)
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March 31, |
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December 31, |
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2025 |
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2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
199,471 |
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$ |
243,482 |
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Restricted cash |
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1,222 |
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1,166 |
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Accounts receivable – net |
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56,862 |
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48,315 |
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Inventory – net |
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27,653 |
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19,601 |
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Prepaid expenses and other current assets |
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34,582 |
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32,607 |
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Total current assets |
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319,790 |
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345,171 |
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Property and equipment – net |
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13,815 |
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12,567 |
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Right-of-use assets – net |
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11,748 |
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12,008 |
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Intangible assets – net |
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228,057 |
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233,116 |
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Goodwill – net |
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945,301 |
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943,119 |
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Deferred tax assets – net |
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74,318 |
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77,967 |
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Investments |
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6,713 |
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6,929 |
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Other assets |
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5,796 |
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5,219 |
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Total assets |
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$ |
1,605,538 |
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$ |
1,636,096 |
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Liabilities, redeemable noncontrolling interests, and shareholders' equity |
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Current liabilities: |
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Accounts payable |
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$ |
226,416 |
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$ |
232,984 |
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Accrued expenses and other current liabilities |
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162,801 |
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165,047 |
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Deferred revenue |
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23,113 |
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23,804 |
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Current maturities of long-term debt |
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3,950 |
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3,950 |
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Total current liabilities |
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416,280 |
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425,785 |
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Long-term debt – net |
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385,788 |
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384,960 |
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Long-term lease liabilities |
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18,217 |
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18,731 |
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TRA liability |
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149,967 |
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155,720 |
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Other liabilities |
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28,945 |
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36,865 |
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Total liabilities |
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999,197 |
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1,022,061 |
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Commitments and contingencies |
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Redeemable noncontrolling interests |
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225,627 |
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352,922 |
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Shareholders' equity: |
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Class A common stock, $0.0001 par value; 500,000,000 shares authorized, 146,230,980 and 143,819,497 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively |
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14 |
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14 |
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Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 76,225,000 shares issued and outstanding at March 31, 2025 and December 31, 2024 |
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8 |
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8 |
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Additional paid-in capital |
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1,399,423 |
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1,267,710 |
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Treasury stock, at cost, 13,812,263 and 11,433,749 shares at March 31, 2025 and December 31, 2024, respectively |
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(82,485 |
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(75,568 |
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Accumulated deficit |
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(936,113 |
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(930,171 |
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Accumulated other comprehensive loss |
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(133 |
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(880 |
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Total shareholders' equity |
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380,714 |
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261,113 |
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Total liabilities, redeemable noncontrolling interests, and shareholders' equity |
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$ |
1,605,538 |
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$ |
1,636,096 |
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VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands) (Unaudited)
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Three Months Ended March 31, |
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2025 |
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2024 |
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Revenues |
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$ |
164,023 |
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$ |
190,852 |
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Costs and expenses: |
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Cost of revenues (exclusive of depreciation and amortization shown separately below) |
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44,525 |
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49,583 |
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Marketing and selling |
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64,112 |
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67,745 |
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General and administrative |
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48,082 |
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42,366 |
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Depreciation and amortization |
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11,625 |
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10,483 |
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Total costs and expenses |
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168,344 |
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170,177 |
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Income (loss) from operations |
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(4,321 |
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20,675 |
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Interest expense – net |
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5,665 |
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5,082 |
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Other expense (income) – net |
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(4,154 |
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2,582 |
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Loss on extinguishment of debt |
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801 |
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— |
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Income (loss) before income taxes |
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(6,633 |
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13,011 |
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Income tax expense |
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3,155 |
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2,269 |
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Net income (loss) |
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(9,788 |
) |
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10,742 |
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Net income (loss) attributable to redeemable noncontrolling interests |
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(3,846 |
) |
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4,665 |
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Net income (loss) attributable to Class A common stockholders |
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$ |
(5,942 |
) |
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$ |
6,077 |
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VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
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Three Months Ended March 31, |
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2025 |
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2024 |
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Cash flows from operating activities |
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Net income (loss) |
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$ |
(9,788 |
) |
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$ |
10,742 |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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11,625 |
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10,483 |
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Amortization of leases |
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324 |
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412 |
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Amortization of deferred financing costs |
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241 |
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236 |
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Equity-based compensation |
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10,751 |
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8,488 |
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Change in fair value of warrants |
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(3,115 |
) |
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(460 |
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Loss on asset disposals |
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47 |
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102 |
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Change in fair value of derivative asset |
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350 |
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37 |
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Deferred income tax expense (benefit) |
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(1,464 |
) |
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862 |
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Non-cash interest expense (income) – net |
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173 |
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(142 |
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Unrealized foreign currency loss (gain) |
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(2,041 |
) |
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3,005 |
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Loss on extinguishment of debt |
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801 |
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— |
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Changes in operating assets and liabilities: |
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Accounts receivable – net |
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(8,367 |
) |
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(11,448 |
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Inventory – net |
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(8,049 |
) |
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(8,491 |
) |
Prepaid expenses and other current assets |
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(1,964 |
) |
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(2,778 |
) |
Accounts payable |
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(6,943 |
) |
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50,493 |
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Accrued expenses and other current liabilities |
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(6,748 |
) |
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(20,379 |
) |
Deferred revenue |
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(691 |
) |
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(1,691 |
) |
Long-term lease liabilities |
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(560 |
) |
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— |
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Other assets and liabilities – net |
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130 |
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(306 |
) |
Net cash provided by (used in) operating activities |
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(25,288 |
) |
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39,165 |
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Cash flows from investing activities |
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Purchases of property and equipment |
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(1,836 |
) |
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(92 |
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Purchases of personal seat licenses |
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(563 |
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(564 |
) |
Investments in developed technology |
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(4,526 |
) |
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(4,631 |
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Purchases of seat images |
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(146 |
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— |
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Payments of Acquired Domain Name Obligation |
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(500 |
) |
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— |
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Net cash used in investing activities |
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(7,571 |
) |
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(5,287 |
) |
Cash flows from financing activities |
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Payments of 2022 First Lien Loan |
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— |
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(688 |
) |
Payments of Shoko Chukin Bank Loan |
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— |
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(281 |
) |
Repurchases of Class A common stock |
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(5,992 |
) |
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(3,105 |
) |
Payments of taxes related to net settlement of equity incentive awards |
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(1,411 |
) |
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(462 |
) |
Payments of liabilities under TRA |
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(4,005 |
) |
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(77 |
) |
Payments of 2024 First Lien Loan |
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(76,986 |
) |
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— |
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Proceeds from 2025 First Lien Loan |
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76,986 |
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— |
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Payments of deferred financing costs and other debt-related expenses |
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(162 |
) |
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— |
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Net cash used in financing activities |
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(11,570 |
) |
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(4,613 |
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Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
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474 |
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(820 |
) |
Net increase (decrease) in cash, cash equivalents, and restricted cash |
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(43,955 |
) |
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28,445 |
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Cash, cash equivalents, and restricted cash – beginning of period |
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|
244,648 |
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|
132,434 |
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Cash, cash equivalents, and restricted cash – end of period |
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$ |
200,693 |
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$ |
160,879 |
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Supplemental disclosures of cash flow information |
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Cash paid for interest |
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$ |
7,749 |
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$ |
6,074 |
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Cash paid for income taxes |
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$ |
1,286 |
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$ |
623 |
|
Adjusted EBITDA
We present adjusted EBITDA, which is a non-U.S. GAAP financial measure, because it is a key measure used by analysts, investors, and others to evaluate companies in our industry. Adjusted EBITDA is also used by management to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
We believe adjusted EBITDA is a useful measure for understanding, evaluating, and highlighting trends in our operating results and for making period-to-period comparisons of our business performance because it excludes the impact of items that are outside of our control and/or not reflective of ongoing performance related directly to the operation of our business.
Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with U.S. GAAP and may exclude certain recurring costs, such as: income tax expense; interest expense – net; depreciation and amortization; sales tax liability; transaction costs; equity-based compensation; litigation, settlements, and related costs; change in fair value of warrants; loss on asset disposals; change in fair value of derivative asset; unrealized foreign currency losses (gains); and loss on extinguishment of debt. In addition, other companies may calculate adjusted EBITDA differently than we do, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts that are excluded from our presentation of adjusted EBITDA.
The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure, for the three months ended March 31, 2025 and 2024 (in thousands):
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Three Months Ended March 31, |
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2025 |
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2024 |
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Net income (loss) |
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$ |
(9,788 |
) |
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$ |
10,742 |
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Adjustments to reconcile net income (loss) to adjusted EBITDA: |
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Income tax expense |
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3,155 |
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|
2,269 |
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Interest expense – net |
|
|
5,665 |
|
|
|
5,082 |
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Depreciation and amortization |
|
|
11,625 |
|
|
|
10,483 |
|
Sales tax liability(1) |
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(1,791 |
) |
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(2,732 |
) |
Transaction costs(2) |
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|
5,709 |
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|
1,901 |
|
Equity-based compensation(3) |
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|
10,751 |
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|
8,488 |
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Litigation, settlements, and related costs(4) |
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|
353 |
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3 |
|
Change in fair value of warrants(5) |
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(3,115 |
) |
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(460 |
) |
Loss on asset disposals(6) |
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|
47 |
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|
102 |
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Change in fair value of derivative asset(7) |
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350 |
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|
37 |
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Unrealized foreign currency losses (gains)(8) |
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(2,041 |
) |
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|
3,005 |
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Loss on extinguishment of debt(9) |
|
|
801 |
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|
|
— |
|
Adjusted EBITDA |
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$ |
21,721 |
|
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$ |
38,920 |
|