Vivid Seats Inc 8-K/A, filed Dec 5, 2023

Vivid Seats Inc. (SEAT)

8-K/A 2023-12-05 For: 2023-11-03

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Added on April 06, 2026

About this 8-K/A

Vivid Seats Inc filed this 8-K/A on December 5, 2023, reporting on events of November 3, 2023.

Items reported

Item 9.01: Financial statements and exhibits

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Delaware	001-40926	86-3355184
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

24 E. Washington Street Suite 900 Chicago, Illinois		60602
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	SEAT	The Nasdaq Stock Market LLC
Warrants to purchase one share of Class A common stock	SEATW	The Nasdaq Stock Market LLC


Exhibit No.		Description
23.1		Consent of Eide Bailly LLP
99.1		Unaudited consolidated financial statements of VDC Holdco, LLC as of and for the nine months ended September 30, 2023 and 2022
99.2		Audited consolidated financial statements of VDC Holdco, LLC as of and for the years ended December 31, 2021 and 2022
99.3		Unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2023 and for the year ended December 31, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).


		Vivid Seats Inc.

Date: December 4, 2023	By:	/s/ Lawrence Fey
		Lawrence Fey
		Chief Financial Officer


Consolidated Financial Statements

Consolidated Balance Sheets			1
Consolidated Statements of Income			2
Consolidated Statements of Members’ Equity			3
Consolidated Statements of Cash Flows			4
Notes to Consolidated Financial Statements			5


	September 30, 2023		December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	34,031,955	$	26,016,855
Restricted cash		283,544		6,599,163
Accounts receivable		401,573		308,493
Other receivables		52,100		670,303
Prepaid expenses		2,774,743		1,501,974

Total current assets		37,543,915		35,096,788

Long-Term Assets
Property and equipment, net		1,997,947		2,044,490
Goodwill		45,748,167		45,748,167
Intangible assets, net		6,129,121		7,068,701
Deferred income taxes		1,435,000		1,359,000
Operating lease right-of-use asset		763,486		1,189,340
Security deposit		452,062		124,225

Total long-term assets		56,525,783		57,533,923

	$	94,069,698	$	92,630,711

Liabilities and Members’ Equity
Current Liabilities
Accounts payable	$	18,822,569	$	12,833,700
Accrued expenses		12,034,332		20,597,694
Income tax payable		—		1,763,454
Deferred merchant bookings		13,371,273		6,990,224
Contract liabilities		6,941,731		4,350,146
Current maturities of long-term debt		2,700,000		2,700,000
Current maturities of operating lease liability		741,323		655,951
Other payables		27,500		27,500

Total current liabilities		54,638,728		49,918,669

Long-Term Liabilities
Long-term debt, less current maturities		17,275,000		24,300,000
Operating lease liability, less current maturities		136,232		702,567

Total long-term liabilities		17,411,232		25,002,567

Total liabilities		72,049,960		74,921,236
Commitments and Contingencies (Note 8)
Members’ Equity		22,019,738		17,709,475

	$	94,069,698	$	92,630,711


	September 30, 2023			September 30, 2022
Revenue	$	77,783,568		$	64,684,217

Operating Expenses
Paid search fees and marketing		23,424,083			18,455,659
Cost of revenue, exclusive of depreciation and amortization		11,128,206			9,174,890
Salaries and wages		10,023,408			9,263,178
Depreciation and amortization		1,592,924			5,188,351
General and administrative expenses		5,325,284			3,198,809
License fee		1,875,000			1,875,000
Rent expense		941,040			1,295,338

Total operating expenses		54,309,945			48,451,225

Operating Income		23,473,623			16,232,992

Other Income (Expense)
Interest expense		(1,874,557	)		(1,432,363	)
Interest income		355,551			473
Other income		—			548,000
Breakage (loss) income		(70,354	)		2,903,436
Gain (loss) on sale of property and equipment		3,000			(6,496	)

Total other income (expense)		(1,586,360	)		2,013,050

Net Income Before Income Taxes		21,887,263			18,246,042
Provision for Income Taxes		(4,577,000	)		(4,062,202	)

Net Income	$	17,310,263		$	14,183,840


	Contributed Capital		Retained Earnings (Deficit)			Total
Balance, January 1, 2022	$	20,000,000	$	(16,308,533	)	$	3,691,467
Net income		—		14,183,840			14,183,840
Distributions		—		(3,200,000	)		(3,200,000	)

Balance, September 30, 2022	$	20,000,000	$	(5,324,693	)	$	14,675,307


	September 30, 2023			September 30, 2022
Operating Activities
Net income	$	17,310,263		$	14,183,840
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		1,592,924			5,188,351
Deferred income taxes		(76,000	)		802,000
(Gain) loss on sale of property and equipment		(3,000	)		6,496
Breakage loss (income)		70,354			(2,903,436	)
Changes in operating assets and liabilities:
Accounts receivable		(93,080	)		78,120
Other receivables		618,203			737,032
Other assets		—			(548,041	)
Prepaid expenses		(1,272,769	)		(288,239	)
Operating lease right-of-use assets and liabilities		(55,109	)		(464,954	)
Security deposit		(327,837	)		(50,225	)
Accounts payable		5,988,869			(5,065	)
Accrued expenses		(8,633,716	)		(6,196,934	)
Income tax payable		(1,763,454	)		1,049,314
Deferred merchant bookings		6,381,049			3,614,996
Contract liabilities		2,591,585			2,871,763

Net Cash from Operating Activities		22,328,282			18,075,018

Investing Activities
Payroll costs capitalized to software in progress		(555,534	)		(618,946	)
Acquisition of internet domain		—			(12,676	)
Acquisition of property and equipment		(48,267	)		(435,905	)

Net Cash used for Investing Activities		(603,801	)		(1,067,527	)

Financing Activities
Payments on long-term debt		(7,025,000	)		(3,200,000	)
Distributions		(13,000,000	)		(3,200,000	)

Net Cash used for Financing Activities		(20,025,000	)		(6,400,000	)

Net Change in Cash, Cash Equivalents, and Restricted Cash		1,699,481			10,607,491
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period		32,616,018			18,011,563

Cash, Cash Equivalents, and Restricted Cash, End of Period	$	34,315,499		$	28,619,054

Cash and Cash Equivalents	$	34,031,955		$	22,020,057
Restricted Cash		283,544			6,598,997

Total cash, cash equivalents, and restricted cash	$	34,315,499		$	28,619,054

Supplemental Disclosure of Cash Flow Information
Cash payments for:
Interest	$	2,053,872		$	2,174,181
Income Taxes		5,190,000			1,450,000


	September 30, 2023		September 30, 2022
Revenue recognized at a point in time	$	75,459,905	$	62,155,603
Revenue recognized over time		2,323,663		2,045,461

Total revenue from contracts with customers		77,783,568		64,201,064
Lease revenue		—		483,153

Total revenue	$	77,783,568	$	64,684,217


	2023
	January 1		September 30
Accounts receivable	$	308,493	$	401,573
Contract liabilities		4,350,146		6,941,731


	2022
	January 1		September 30
Accounts receivable	$	614,461	$	308,493
Contract liabilities		3,431,728		4,350,146


	Estimated Life (Years)		September 30, 2023			December 31, 2022
Software		3	$	4,709,473		$	4,326,288
Machinery and equipment		3		1,092,052			1,040,785
Software development in progress		N/A		788,778			616,428
Furniture		5		181,208			181,208
Leasehold improvements		3		156,228			156,228

				6,927,739			6,320,937
Less accumulated depreciation				(4,929,792	)		(4,276,447	)

			$	1,997,947		$	2,044,490


	Cost		Accumulated Amortization			Net
Finite-lived intangible assets
Developed technology	$	7,830,000		$ (7,830,000)		$	—
Customer relationships		7,300,000		(7,300,000	)		—
Customer list		1,700,000		(1,700,000	)		—

		16,830,000	$	(16,830,000	)		—

Indefinite-lived intangible assets
Internet domains		629,121					629,121
Trademark		5,500,000					5,500,000

		6,129,121					6,129,121

Total intangible assets	$	22,959,121				$	6,129,121


	September 30, 2023			December 31, 2022
Note payable, quarterly principal installments of $675,000 plus interest of Secured Overnight Financing Rate (SOFR) (5.31% as of September 30, 2023). All unpaid principal due November 2027. Secured by substantially all of the Company’s assets.	$	19,975,000		$	27,000,000
Less current maturities		(2,700,000	)		(2,700,000	)

Long-term debt, less current maturities	$	17,275,000		$	24,300,000


	September 30, 2023			December 31, 2022
Weighted-average remaining lease term:
Operating leases		1.17 Years			1.9 Years
Weighted-average discount rate:
Operating leases		13.0	%		13.0	%


	September 30, 2023			September 30, 2022
U.S. Statutory Tax Rate		21.0	%		21.0	%
Nondeductible expenses		0.6	%		0.5	%
Other		-0.7	%		0.8	%

Total Income Tax Expense (Benefit)		20.9	%		22.3	%


Twelve months ended September 30,
2024	$	2,700,000
2025		2,700,000
2026		2,700,000
2027		11,875,000

	$	19,975,000


Twelve months ended September 30,
2024	$	812,556
2025		138,450

Total lease payments		951,006
Less: interest		(73,451	)

Present value of lease liabilities	$	877,555


Deferred Tax Assets (Liabilities)	September 30, 2023			December 31, 2022
Intangibles	$	690,000		$	971,000
Receivable allowances		18,000			—
Prepaid expenses		(80,000	)		(76,000	)
Property and equipment		(31,000	)		(57,000	)
Accrued liabilities		291,000			(26,000	)
Net operating loss		92,000			92,000
Interest limitation carryover		455,000			455,000

	$	1,435,000		$	1,359,000


	September 30, 2023			December 31, 2022
Currently payable	$	4,653,000		$	3,260,202
Deferred		(76,000	)		802,000

	$	4,577,000		$	4,062,202


Independent Auditor’s Report			1
Consolidated Financial Statements
Consolidated Balance Sheets			3
Consolidated Statements of Operations			4
Consolidated Statements of Members’ Equity (Deficit)			5
Consolidated Statements of Cash Flows			6
Notes to Consolidated Financial Statements			7


	As Restated 2022		As Restated 2021
Assets
Current Assets
Cash and cash equivalents	$	26,016,855	$	11,911,825
Restricted cash		6,599,163		6,099,738
Accounts receivable		308,493		614,461
Other receivables		670,303		737,032
Prepaid expenses		1,501,974		1,293,679
Other current assets		—		68,734

Total current assets		35,096,788		20,725,469

Long-Term Assets
Property and equipment, net		2,044,490		2,342,827
Goodwill		45,748,167		45,748,167
Intangible assets, net		7,068,701		11,641,270
Deferred income taxes		1,359,000		2,193,000
Operating lease right-of-use asset		1,189,340		1,926,261
Security deposit		124,225		124,225

Total long-term assets		57,533,923		63,975,750

	$	92,630,711	$	84,701,219

Liabilities and Members’ Equity
Current Liabilities
Accounts payable	$	12,833,700	$	11,368,184
Accrued expenses		20,597,694		24,473,804
Income tax payable		1,763,454		—
Deferred merchant bookings		6,990,224		5,891,402
Contract liabilities		4,350,146		3,431,728
Current maturities of long-term debt		2,700,000		—
Current maturities of operating lease liability		655,951		1,218,287
Other payables		27,500		27,500

Total current liabilities		49,918,669		46,410,905

Long-Term Liabilities
Long-term debt, less current maturities		24,300,000		33,200,000
Operating lease liability, less current maturities		702,567		1,358,518
Other		—		40,329

Total long-term liabilities		25,002,567		34,598,847

Total liabilities		74,921,236		81,009,752
Commitments and Contingencies (Note 8)
Members’ Equity		17,709,475		3,691,467

	$92,630,711		$84,701,219


	Contributed Capital		Preferred Membership Units			Retained Earnings (Deficit)			Total
Balance, January 1, 2021, as restated	$	20,000,000	$	6,190,673		$	(20,327,921	)	$	5,862,752
Net income, as restated		—		—			4,019,388			4,019,388
Dividend accretion of preferred units		—		516,481			—			516,481
Redemption of preferred units		—		(6,707,154	)		—			(6,707,154	)

Balance, December 31, 2021, as restated		20,000,000		—			(16,308,533	)		3,691,467
Net income, as restated		—		—			20,218,008			20,218,008
Distributions		—		—			(6,200,000	)		(6,200,000	)

Balance, December 31, 2022, as restated	$	20,000,000	$	—		$	(2,290,525	)	$	17,709,475


	2022		2021
Revenue recognized at a point in time	$	88,065,448	$	49,809,684
Revenue recognized over time		2,813,399		1,719,895

Total revenue from contracts with customers		90,878,847		51,529,579
Lease revenue		480,395		626,652

Total revenue	$	91,359,242	$	52,156,231


	2022
	January 1		December 31
Accounts receivable	$	614,461	$	308,493
Contract liabilities		3,431,728		4,350,146

	2021
	January 1		December 31
Accounts receivable	$	845,455	$	614,461
Contract liabilities		463,120		3,431,728


	2022			2021
Note payable; $650,000 due on December 31, 2023 followed by quarterly principal installments of $1,050,000 through maturity, plus interest of LIBOR plus 4.75% (4.90% as of December 31, 2021), to March 2025, secured by substantially all of the Company’s assets. Refinanced in November 2022.	$	—		$	33,200,000
Note payable; quarterly principal installments of $675,000 plus interest of Secured Overnight Financing Rate (SOFR) plus 4.25% (4.30% as of December 31, 2022), to March 2027, secured by substantially all of the Company’s assets.		27,000,000			—
Less current maturities		(2,700,000	)		—

Long-term debt, less current maturities	$	24,300,000		$	33,200,000


Years ended December 31,
2023	$	2,700,000
2024		2,700,000
2025		2,700,000
2026		2,700,000
2027		16,200,000

	$	27,000,000


	2022			2021
Operating lease cost	$	1,602,806		$	1,709,345
Sublease income	$	(480,395	)	$	(626,652	)


Years ended December 31,
2023	$	794,766
2024		749,379

Total lease payments		1,544,145
Less: interest		(185,627	)

Present value of lease liabilities	$	1,358,518


	2022			2021
Deferred Tax Assets (Liabilities)
Intangibles	$	971,000		$	468,000
Prepaid Expenses		(76,000	)		(53,000	)
Property and Equipment		(57,000	)		(141,000	)
Accrued Liabilities		(26,000	)		810,000
Net Operating Loss		92,000			654,000
Interest Limitaion Carryover		455,000			455,000

	$	1,359,000		$	2,193,000


	2022		2021
Current	$	4,725,000	$	273,000
Deferred		834,000		226,000

	$	5,559,000	$	499,000


	As Previously Reported		Adjustment			As Restated
Goodwill	$	32,883,061	$	12,865,106		$	45,748,167
Deferred tax asset		—		1,359,000			1,359,000
Total long-term assets		43,309,817		14,224,106			57,533,923
Total assets		78,406,605		14,224,106			92,630,711
Deferred tax liability		1,305,000		(1,305,000	)		—
Total long-term liabilities		26,307,567		(1,305,000	)		25,002,567
Total liabilities		76,226,236		(1,305,000	)		74,921,236
Members’ equity		2,180,370		15,529,105			17,709,475
Total liabilities and members’ equity		78,406,606		14,224,105			92,630,711


	Historical
	Vivid Seats Inc.			VDC Reclassified (Note 2)						Pro Forma Combined
	As of September 30, 2023			As of September 30, 2023		Transaction Accounting Adjustments				As of September 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	268,678		$	34,032	$	(28,281)	(a	)	$	115,079
							(5,751)	(b	)
							(153,599)	(d	)
Restricted cash		1,056			284		—				1,340
Accounts receivable – net		64,829			454		—				65,283
Inventory – net		21,533			—		—				21,533
Prepaid expenses and other current assets		49,407			2,775		—				52,182

Total current assets	$	405,503		$	37,545	$	(187,631)			$	255,417

Property and equipment – net		10,240			1,998		(1,721)	(f	)		10,517
Right-of-use assets – net		9,291			763		—				10,054
Intangible assets – net		113,873			6,129		87,755	(f	)		207,757
Goodwill		759,971			45,748		5,751	(b	)		960,596
							249,096	(d	)
							(13,936)	(e	)
							(86,034)	(f	)
Deferred tax assets		77,376			1,435		(29,282)	(g	)		49,529
Investments		6,042			—		—				6,042
Other non-current assets		2,780			452		—				3,232

Total assets	$	1,385,076		$	94,070	$	23,998			$	1,503,144

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	219,118		$	32,222	$	2,760	(c	)	$	254,100
Accrued expenses and other current liabilities		197,247			12,775		(222)	(a	)		209,800
Deferred revenue		34,447			6,942		—				41,389
Current maturities of long-term debt		3,308			2,700		(2,700)	(a	)		3,308

Total current liabilities	$	454,120		$	54,639	$	(162)			$	508,597

Long-term debt- net		265,875			17,275		(17,275)	(a	)		265,875
Long-term lease liabilities		15,931			136		—				16,067
Tax Receivable Agreement liability		98,977			—		—				98,977
Other non-current liabilities		29,745			—		—				29,745

Total long-term liabilities	$	410,528		$	17,411	$	(17,275)			$	410,664

Commitments and contingencies
Redeemable noncontrolling interests		640,717			—		—				640,717
Shareholders’ deficit:
Class A common stock, $0.0001 par value; 500,000,000 shares authorized at September 30, 2023; 101,803,392 issued and outstanding at September 30, 2023; 117,356,648 pro forma issued and outstanding at September 30, 2023	$	11		$	—	$	2	(d	)	$	13
Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 99,800,000 issued and outstanding at September 30, 2023; 99,800,000 pro forma issued and outstanding at September 30, 2023		10			—		—				10
Additional paid-in capital		884,523			—		95,495	(d	)		980,018
Treasury stock, at cost, 5,291,497 shares at September 30, 2023 (historical and pro forma)		(40,106	)		—		—				(40,106	)
Accumulated deficit		(964,561	)		22,020		(8,084)	(a	)		(996,603	)
							(2,760)	(c	)
							(13,936)	(e	)
							(29,282)	(g	)

Accumulated other comprehensive loss		(166	)		—		—				(166	)

Total Shareholders’ deficit	$	(120,289	)	$	22,020	$	41,435			$	(56,834	)

Total liabilities, Redeemable noncontrolling interests, and Shareholders’ deficit	$	1,385,076		$	94,070	$	23,998			$	1,503,144


VDC Historical Consolidated Balance Sheet Line Items	Vivid Historical Consolidated Balance Sheet Line Items	VDC Historical Consolidated Balances as of September 30, 2023		Reclassifications			VDC Reclassified as of September 30, 2023
Cash and cash equivalents	Cash and cash equivalents	$	34,032	$	—		$	34,032
Restricted Cash	Restricted cash		284		—			284
Accounts receivable	Accounts receivable – net		402		52	(a)		454
Other receivables			52		(52)	(a)		—
Prepaid expenses	Prepaid expenses and other current assets		2,775		—			2,775
Property and equipment, net	Property and equipment – net		1,998		—			1,998
Goodwill	Goodwill		45,748		—			45,748
Intangible assets, net	Intangible assets – net		6,129		—			6,129
Deferred income taxes	Deferred tax assets		1,435		—			1,435
Operating lease right-of-use-asset	Right-of-use assets – net		763		—			763
Security deposit	Other non-current assets		452		—			452
Accounts payable	Accounts payable		18,823		13,399	(b)		32,222
Accrued expenses			12,034		(12,034)	(c)		—
	Accrued expenses and other current liabilities		—		12,775	(c)		12,775
Deferred merchant bookings			13,371		(13,371)	(b)		—
Contract liabilities	Deferred revenue		6,942		—			6,942
Current maturities of long-term debt	Current maturities of long-term debt		2,700		—			2,700
Current maturities of operating lease liability			741		(741)	(c)		—
Other payables			28		(28)	(b)		—
Long-term debt, less current maturities	Long-term debt- net		17,275		—			17,275
Operating lease liability, less current maturities	Long-term lease liabilities		136		—			136
Members’ Equity	Accumulated deficit		22,020		—			22,020


VDC Historical Consolidated Statement of Income Line Items	Vivid Seats Historical Consolidated Statement of Operations Line Items	VDC nine months ended September 30, 2023		Reclassifications			VDC Reclassified nine months ended September 30, 2023
Revenue	Revenues	$	77,784	$	—		$	77,784
Cost of revenue, exclusive of depreciation and amortization	Cost of revenues (exclusive of depreciation and amortization shown separately below)		11,128		—			11,128
Paid search fees and marketing	Marketing and selling		23,424		—			23,424
General and administrative expenses	General and administrative		5,325		12,836	(a)		18,161
Salaries and wages			10,023		(10,023)	(a)		—
Depreciation and amortization	Depreciation and amortization		1,593		—			1,593
License fee			1,875		(1,875)	(a)		—
Rent expense			941		(941)	(a)		—
Interest expense	Interest expense – net		1,875		(356)	(b)		1,519
Interest income			(356)		356	(b)		—
Breakage loss (income)			70		(70)	(c)		—
	Other income		—		70	(c)		70
Income tax expense	Income tax (benefit) expense		4,577		—			4,577
(Gain) loss on sale of property and equipment			(3)		3	(a)		—


VDC Historical Consolidated Statement of Operations Line Items	Vivid Seats Historical Consolidated Statement of Operations Line Items	VDC year ended December 31, 2022		Reclassifications			VDC Reclassified year ended December 31, 2022
Revenue	Revenues	$	91,359	$	—		$	91,359
Cost of revenue, exclusive of depreciation and amortization	Cost of revenues (exclusive of depreciation and amortization shown separately below)		13,127		—			13,127
Paid search fees and marketing	Marketing and selling		25,393		—			25,393
General and administrative expenses	General and administrative		5,012		17,166	(a)		22,178
Salaries and wages			13,058		(13,058)	(a)		—
Depreciation and amortization	Depreciation and amortization		6,729		—			6,729
License fee			2,500		(2,500)	(a)		—
Rent expense			1,603		(1,603)	(a)		—
Interest expense	Interest expense – net		1,972		—			1,972
Breakage income			(3,209)		3,209	(b)		—
Other income	Other income		(607)		(3,209)	(b)		(3,816)
Loss on sale of property and equipment			5		(5)	(a)		—
Provision for Income Taxes	Income tax (benefit) expense		5,559		—			5,559