Good morning and welcome to the Vivid Seats Fourth 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 Fourth Quarter and Full Year 2024 Earnings Conference Call. I am 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 q uarter 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, cash generation, and last 12 months net leverage, 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 comparable GAAP measures can be found in our earnings press release and supplemental earnings slides. I would like to turn the call over to Stan. Good morning, everyone, and thank you for joining us today. As we reflect on 2024, we are encouraged by the performance of our investments that continue to drive differentiation and efficiency in our marketplace. While the market backdrop in 2024 was muted relative to the extraordinary years of 2022 and 2023, we remain confident in the long-term tailwinds driving North American live events and that we are making the right investments that will drive our long-term success. In the fourth quarter, we delivered $200 million of revenues, which was 1% higher year-over-year, and $33 million of adjusted EBITDA, which was 5% lower year-over-year. For full year 2024, we delivered $776 million of revenues, which was 9% higher year-over-year, and $151 million of adjusted EBITDA, which was 7% higher year-over-year. We delivered strong unit economics while continuing to invest in initiatives that position us well alongside the long-term secular growth trends in live events. Sources of industry data, such as third-party data from Pollstar covering the last 25 years, highlight a long history of strong live event industry growth. Additionally, we are seeing that consumers increasingly prioritize spending on live experiences over goods, and artists are touring more and more. While 2024 saw muted growth relative to the record-setting growth seen in 2022 and 2023, 2025 looks to potentially return to industry expansion consistent with its long-term trajectory. Next, I will turn to our investments that are yielding efficiencies and differentiating our platform. This includes our industry-leading loyalty program, Vivid Seats Rewards, where loyalty members earn a free 11th ticket and other perks. Over time, we have continued to refine our program and focus on targeting the right users with the right offers to maximize repeat behavior. We are seeing enrolled members making repeat orders two to three times as often as non-enrolled customers. Repeat orders are highly accretive thanks to lower marketing expense. Our mix of repeat versus new orders has trended higher each year since we launched our loyalty program, and we are excited to share that our mix of repeat orders trended higher again in 2024, reaching 61%. Our investment in Game Center is another source of differentiation. Game Center users often browse tickets while playing contests, and in the fourth quarter, we paired our Game Center contests with concert on-sale announcements for 2025. With these exciting contests, such as for Kendrick Lamar and Stray Kids, we saw increased engagement and increased GOV and app downloads attributable to Game Center with limited marketing expense. Specifically, app downloads attributable to Game Center approximately doubled both year-over-year and quarter-over-quarter in the fourth quarter. We will continue to grow our Game Center user base and foster engagement in our app to further yield marketing efficiencies. In tandem with Game Center usership, our social media following continues to grow nicely, and notably, our net social sentiment is the highest among our scaled ticketing competitors, which reinforces our repeat flywheel. Moving on to an update on Vegas.com, which we acquired in late 2023 and which is increasingly yielding synergies on two fronts. As we said last quarter, cross-listed complimentary Vivid Seats inventory on Vegas.com already makes a notable contribution to our broader GOV. As we've had more time for our cross-sell campaigns to run, cross-sold Vegas.com customers are converting to Vivid Seats customers at an encouraging rate and generating substantial GOV while incurring minimal marketing expense. To conclude, cross-listing and cross-selling synergies are ramping nicely and ramping in line with our synergy estimates. Our TAM also continues to expand. First, this was through our acquisitions of Vegas.com and Wavedash, and now we are seeing TAM expansion through organic international expansion. We are excited to report that the first of our global technology platform capabilities that we built in 2024 are now in place and that we have kicked off our European launch. We expect to ramp activity throughout 2025, which we expect will contribute modestly to revenues. We will continue investing in the most favorable markets where we can also scale our platform and flywheel and look forward to international expansion bolstering our growth. Another element of TAM expansion is our position as the official ticketing provider and the exclusive home for tickets across all games in the new College Basketball Crown tournament beginning later this month. With this new post-season tournament, we will leverage our platform in new ways, facilitating the distribution of all primary and secondary tickets while elevating our brand awareness nationally. Looking to the seller side of our marketplace, SkyBox remains the industry-leading ERP with over 55% of professional sellers exclusively using our ERP to run their businesses. SkyBox is now even more powerful with the addition of our SkyBox Drive automated pricing tool, which went live several months ago. We continue to onboard more SkyBox Drive users and are excited to share that we have begun to monetize the product as initial adopters move beyond their trial periods. Users continue to be pleased with the product, which is turnkey, integrated, and exclusive to our SkyBox ERP and leverages the power of Vivid Seats marketplace data. We have an exciting partnership pipeline and expect volumes to ramp through new partnerships targeting captive audiences throughout 2025. These long-term partnerships have been a key focus as they allow us to drive accretive volume through our ecosystem that is insulated from competitive marketing intensity. This includes a new partnership with United Airlines, the world's largest airline. Our agreement will enable Mileage Plus members to earn miles for purchasing tickets through Vivid Seats and even more miles when using the United Mileage Plus credit cards powered by Chase. United's Mileage Plus loyalty program is one of the largest loyalty programs in the world with over 130 million members. The partnership will go live later this year and will also connect millions of customers to personalized content through United's Kinective Media, the first traveler media network operated by an airline. Again, strategic partnerships like these allow us to leverage our infrastructure and tap into new audiences, and we are excited by our growing roster of new and upcoming partners. As we look ahead to 2025, I wanted to highlight a dynamic contemplated within our guidance, which Larry will cover shortly. While competitive intensity was high for the duration of 2024, performance marketing channels were particularly competitive in the second half, causing us to expect to return to top-line growth in the second half of 2025 after we lapped challenging comp periods in the first half. In 2024, amidst the ramp of competitive intensity, we made the strategic decision to prioritize strong profitability over incremental volume. With competitive intensity persisting into 2025, we are leaving flexibility within our guidance to increase investment as prudent to generate stronger volumes and long-term growth. We intend to increase investment in both marketing and technology, consistent with our principled approach of building differentiated and sustainable value into our platform. We remain confident that efficient marketing combined with a differentiated value proposition will be a winning combination in the long term. With that, I will turn it over to Larry for a more detailed review of the quarter and year. Thanks, Stan. In the fourth quarter of 2024, we generated $994 million of marketplace GOV, which was down 11% year-over-year. The decline was driven by a 12% reduction in total marketplace orders, while average order size returned to growth with a 2% year-over-year increase. For full year 2024, we generated $3.9 billion of marketplace GOV, which was roughly flat year-over-year, with a 6% increase in total marketplace orders offset by a 6% decrease in average order size. In the fourth quarter, we delivered $200 million of revenue, up 1% year-over-year, despite the decline in marketplace GOV. We delivered strong unit economics led by a 16.6% take rate, up 160 basis points year-over-year. For full year 2024, we delivered $776 million of revenue, which was 9% higher year-over-year, and a 16.6% take rate, which was up 140 basis points. In the fourth quarter, we delivered $34 million of adjusted EBITDA, down 2% year-over-year, driven in large part by incremental competitiveness and performance marketing channels. For full year 2024, we delivered $151 million of adjusted EBITDA, which was 7% higher year-over-year as we prioritized unit economics in a challenging competitive environment. We increased our cash balance by $41 million in the fourth quarter and ended the year with $243 million of unrestricted cash. Last month, we were able to reduce the interest rate of our $393 million term loan from SOFR plus 300 basis points to SOFR plus 225 basis points, with the reduction resulting in $3 million of annualized savings. With approximately one turn of LTM net leverage and expectations of continued cash generation, we enter 2025 with strategic and operational flexibility. In terms of guidance, we expect 2025 marketplace GOV to be in the range of $3.7 billion-$4.1 billion, 2025 revenues in the range of $730 million-$810 million, and 2025 adjusted EBITDA in the range of $110 million-$150 million. Our guidance contemplates improving concert supply alongside a cautious view of demand. As Stan noted, we saw increasing competitive intensity as we moved through 2024, as certain competitors prioritized volume growth over profitability. Accordingly, we expect our marketplace GOV and revenues to inflect and return to growth in the back half of the year as we approach the summer months where we will see easier comps while others face a higher bar to outpace industry growth. Our adjusted EBITDA range incorporates flexibility for marketing, product, and tech investment as we move through the year. We continue to innovate and seek efficiencies as the landscape evolves, and we will continue our pursuit of our long-term goal of delivering sustained double-digit profitable growth. Back to you, Stan. Thanks, Larry. To conclude, we continue to see compelling secular tailwinds in live events, and the product enhancements we delivered in 2024 will benefit us for years to come. We intend to lean in with additional investments in 2025 to support our long-term growth opportunity. I'm proud of our team's disciplined execution in 2024 and look forward to further progress in 2025. With that, operator, let's open it up for questions. To ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. In the interest of time, we ask that you please limit yourself to two questions. Please stand by while we compile the Q&A roster. Our first question comes from Ryan Sigdahl with Craig- Hallum Capital Group. Your line is open. Hey, good morning, Stan, Larry, Kate. Morning. Starting on international, so helpful context, modest revenue. Are you willing to comment which countries you're going into first and then kind of second part of that? Any comment on EBITDA if you think it'll be additive in 2025? Yeah, hey, Ryan. Yeah, I think we're excited as we talk about we've certainly launched in Europe, and I think as you look at it, the U.K. is where we've started. We've got other countries, I think, within there that we feel pretty bullish on and are excited to continue expanding our presence there throughout the year. On EBITDA, I would say I think the current philosophy is let's get to scale on volume. Profits will come later. I guess we had talked about at least the starting position will be targeting contribution margin neutral as we look to build that volume base. Very good. Just looking at the pipeline of concerts and kind of an improving backdrop, as you mentioned, Live Nation has called out some pretty big numbers from a stadium pipeline of 60%. Curious what you guys are seeing and if that's translating specifically in North America or how much you think that may be international versus North America for them. Just any context color on what you're seeing from early activity for the concert side and stadiums. Thanks. Yeah, thanks. I'd say it's mixed. I think there's been no question that the supply roster looks to be a bit better than what we saw last year. That's encouraging. In terms of what it's been driving in terms of volume at the industry level, I caveat all this. We're hesitant to zoom into quarters, and you can just emphasize that hesitancy when you start zooming into months. 2025, I'd say, started out with pretty solid double-digit year-over-year concert growth. That's turned neutral to negative in the last six weeks or so. You mix that together and you're sort of roughly flat out of the gate and probably too early to call what that means for the rest of the year. Thanks, Larry. Good luck, guys. Thank you. Our next question comes from Dan Kurnos with the Benchmark Company. Your line is open. Yeah, thanks. Good morning. I guess either Stan or Larry, just on the willingness to maintain or compete for market share, a couple of things. The first one would be, are you guys planning on using concert take rate as one of the avenues by which to compete? And would that be applicable to both concerts and sports tickets? The second question, and I think this is a kind of a broader industry question and one that's really important, Stan, is we know who's doing the competing right now, and I think we've seen peaks and valleys in their share over the last five to six years. You guys have a loyalty program, but if you're going to defend your share, how do you make it sticky? I think that's kind of the view is that people are very mercenary when it comes to price. If you're going to make these investments, as you pointed for long-term growth, how do you ensure that they stay within your ecosystem? Thank you. Hey, Dan. Yeah, thanks for the question. I think certainly well-timed and really relevant. I think I'd start with, as you heard in our highlighted remarks, our repeat users continue to perform more strongly than ever, and there's a percentage of the total cohort ticking up to an all-time high at 61%. From a frequency perspective, as we talked about, too, just really, really clear delineation in terms of order frequency there. Hence our continued focus and investment on elements within our ecosystem that drive that engagement and frequency, whether it's the loyalty program, whether it's Game Center, whether it's Vivid Picks. We feel great about that. I think as you then look at the broader landscape, as you said, there are many who might be competing for short-term volume and in that regard cause pressure, I would say, on either the marketing or take rate channels. Certainly, as we described earlier today, our focus is really going to be on continuing to build out an ecosystem of products that engage users in unique ways and then investing and continuing to develop our marketing proficiency and then combating on the channels that we believe will drive long-term stickiness and growth into our platform and ecosystem. Got it. That's helpful. I mean, just given where the stock is, guys, and I know you're making investments, but buyback at this point? Yeah, I think it's definitely a core part of our capital allocation strategy, and so it'll be top of mind as we move into our open window. Got it. Thank you both very much. Thank you. Our next question comes from Maria Ripps with Canaccord. Your line is open. Great. Good morning. Thanks for taking my questions. Can you maybe expand a little bit more on your key investment priorities as you look to scale new international markets? Is your focus this year more sort of on building liquidity on the buyer side or the seller side of the market? I guess any existing relationships that you're able to leverage to help you accelerate sort of new international markets? Hi, Maria. Yeah, thanks for the question. I think last year, as we described, we were first building out the platform and infrastructure to allow us to really start growing and scaling internationally, which I think the team has done a great job on allowing us to really launch into the European markets as we described. As you get into it from a marketplace perspective, I think they go hand in hand. We're certainly continuing to ramp up supply in all the markets that we're present in, which we believe will then fuel the flywheel in which we can continue to then accelerate growth of consumers on the buy side. On the relationship side, I think we continue to be very excited about both leveraging existing sellers within the ecosystem who are expanding their territories as well as developing new and very beneficial relationships with sellers in local markets as well to continue fueling that growth into our international segment. Got it. Then secondly, how should we think about sort of the expected impact on your business and the industry more broadly from the implementation of the FTC new junk fee rule? I guess what type of effect on kind of GOV or take rate could we expect? Maria, could you repeat that? I'm sorry, I'm not sure we heard the question clearly. Yeah, I was just asking how should we sort of think about the implementation of the FTC's new junk fee rule and kind of the effect on your business and the industry overall? Got it. Yeah, look, I think as always, we interpret that as a very favorable to consumer and transparency-oriented rule, which we've been very supportive of from the start. We think that a fair and level playing field that benefits consumers is something we're wholly in support of and are more than prepared to support that when and should it come to pass. Great. Thanks so much. Thank you. Our next question comes from Cameron Mansson-Perrone with Morgan Stanley. Your line is open. Thanks. Morning. First, on the guidance, a fairly wide range. I was wondering if you could provide some color just in terms of helping us frame the top and bottom end of it, both from a competitive intensity perspective and how that evolves as we move through the year, but then also with regard to how you're framing the macro or consumer expectations for 2025. Thanks. Yeah, thanks, Cameron. I think you nailed it in the question on the rationale for a wider range. I think given what we saw throughout 2024 in terms of shifts in competitive intensity and the need to adjust and adapt, wanting to make sure that we have latitude as we see behaviors to properly and appropriately respond as we move through the year. I think the second piece, as we've approached today, we've certainly seen the commentary and concerns on consumer outlook. While we've certainly talked about our corner of the world being resilient or resistant, we've never said we're immune. We're trying to build in some real-time awareness of those growing concerns that we're hearing out of other corners of the economy. Got it. Also, one more on just on SkyBox Drive monetization. I was wondering if you could help us think about or help size for us the financial opportunity there. It may not be what you guys expect, but if you were to move every professional seller on Vivid Seats onto and monetize them through SkyBox Drive, how meaningful of a revenue contribution that could be? Just any type of sizing of that opportunity would be helpful. Thanks. Yeah, I would think with the way we set it up, you have to be on SkyBox. So the TAM would be SkyBox users rather than all professional sellers. The way the economic model works, all of the volume that seller does, regardless of which marketplace the transaction occurs, would be eligible. If you were to capture the entirety of that market, I would think of that as a roughly $10 million a year revenue opportunity. I certainly do not think we will get all of that market, so we would discount that. We have been running with most, if not all, of the costs in the P&L. If we are able to start marching towards a meaningful portion of that, it should have some pretty nice contribution from here. Very helpful. Thanks, Larry. Thank you. Our next question comes from Andrew Marok with Raymond James. Your line is open. Hi, thanks for taking my question. Maybe one to drill down on marketing, if I could, a little bit, please. Just kind of taking the midpoint to your guidance ranges, making assumptions for kind of G&A and cost of revenue relatively consistent. Is that meaning that marketing expense could potentially go down on an absolute basis year-over-year? Yeah, I would think of our kind of baseline expectation is that marketing moves alongside volume. Barring a deliberate shift to be changing our unit economics, if GOV and volume are up, all else equal, you should expect marketing to move at fairly consistent ratable levels. The inverse is also true. I think part of the range when you start looking at the bottom line is to build in that flexibility to, for the first time, start shifting off of those basic economics that we pretty rigidly tried to adhere to last year. Gotcha. Okay. That's really helpful. Maybe one really quick on macro. Obviously, I appreciate the commentary on an earlier question about the uncertainty out there. As you're kind of thinking about where those macro effects may pop up from the demand side, I guess historically or in your estimation, do you think that live events is kind of like a leading indicator of macro worry as one of the first purchases that people maybe try to cut out, or is it maybe a little bit more durable and farther down the line in terms of where people choose to pull back in your estimation? Thank you. Yeah, I think one of the things we've seen, and I think the Vegas.com acquisition has certainly been an interesting incremental data point to have inside our walls. I think we've talked in prior years when previous consumer health concerns came up around this sort of bifurcated consumer world where you've got the more economically exposed folks with a bit less purchasing power on one hand and then the more economically protected folks, and that the core business, I think, has historically been indexed towards the latter. That has really fueled the commentary around it seemingly as one of the last areas to move if it moves at all. In the prior, the 2022, 2023 consumer concern era, we didn't see it hit at all. I'd say it's been a slightly different story at Vegas now. I think the Vegas business is probably targeting a slightly different consumer on average. A lot of these shows are at structurally lower price points than the high A-list concert or the World Series game. We've actually seen some softness in Vegas ahead of seeing any effect in the core marketplace. Gotcha. Thank you. Thank you. Our next question comes from Curtis Nagle with Bank of America. Your line is now open. Great. Thanks very much for taking the question. One, just I guess on the assumption, right, return to growth in the back half of this year, what does that assume in terms of marketing intensity by competitors? Stay the same, lessen, increase? On the point of revenue, I guess, growing in the second half, is that just mostly assumed on easier comparisons? It seems like there are a lot of headwinds kind of coming through at the moment. Yeah. I think yes to several items there. In terms of the marketing intensity assumed, yeah, I think we talked throughout 2024 that we saw a meaningful increase during Q1 last year, but then we also saw some incremental increases as we moved through the first half into the early part of the second half. That new level that we saw in the second half is essentially what we are presuming persists. We are not assuming any alleviation. We are also not assuming another step function increase. Essentially assuming steady-state marketing competitive intensity, which is well above what we were seeing as we entered 2024. Yes, on the second half comps, both from you saw the more intensive competitive landscape. I think the share of the market that you would need to capture to grow, that bar is lower for us. We talked about Q3 in particular being a particularly soft and anomalous quarter in concerts. I think just from a comp standpoint at the industry level, that portion of the quarter is a fairly low bar. You saw some references to some new partnerships. Those partnerships we really expect to be ramping as we get late into the second quarter and into the second half. It'll be new channels and tailwinds on top of the like-for-like business. Okay. Thanks, Larry. Maybe just to follow up, I guess any help on the cadence and seasonality of revenue by quarter for 2025, again, understanding that whatever growth is assumed will be in the second half of the year. Yeah. I do think I call out two things. I think we've always said that Q4 is typically the largest quarter. Qs 1 through 3, all else equal, are broadly similar to one another. I think we've kind of said, call it 23% ± for each of Qs 1 through 3, and the balance showing up in Q4 as a directional guide. 2024 was not that, right? Q1 was quite a bit stronger than that typical framework because of that increasing competitive intensity throughout the year and then compounded by some of the concert softness we saw in Q3. Taking 2024 seasonality and trying to extrapolate it, I think will lead to the wrong conclusions. Instead, I would think of it more as in the first half, we're lapping the run rate effect of second half competitive intensity increase. You compound that with the new partners coming online. I would say this coming year, we would expect to be, because of those new partners, more back half loaded than even the typical year. The typical year is more back half loaded than 2024. Okay. Very helpful. Thank you. Thank you. Our next question comes from Jason Bazinet with Citi. Your line is open. Thanks. I just had a quick question on the marketplace mix by venue. It looks like sports has as a percentage of your total gone down a fair amount, and theater has gone up a lot, concerts down maybe a little bit. Is that merely just a function of the Vegas.com acquisition, or is this also a function of you trying to dig deeper into areas where maybe the competitive intensity is less acute? Thanks. Yeah. Thanks, Jason. Yeah, the vast majority of Vegas is theater. And then Wavedash is mostly concert and theater. They have some baseball, but I'd say less sports than we see here in the U.S. And Vegas historically has had almost zero sports flowing through. So I wouldn't say there's anything meaningfully happening on a like-for-like basis in terms of category shifts beyond the macro themes we've talked about, where concerts generally growing over a multi-year period, but sports had a better 2024 than concerts. Perfect. Thank you. Thank you. Our next question comes from Thomas Forte with Maxim Group. Your line is open. Great. First off, Larry, congrats on the quarter. For my first question, there were published reports that you were exploring a sale. Is that something you can comment on? Yeah, hey, Tom. Look, I think we're always looking at strategic opportunities for the business that are in the best interest of shareholders. We can't really comment on unsubstantiated rumors or speculation. Really nothing to say at this point, but always looking at opportunities for the business. Okay. Thanks for that, Stan. All right. For my second one, can you talk about free cash flow conversion for 2025 and how that might compare with historical standards? You commented before on buybacks. Can you give your current thoughts on strategic M&A? Yes. Thanks, Tom. I think the cash conversion, as we kind of lived through the bad version of in 2024, if growth gets pressured, it will cap the cash generation. I think it's inherently linked. If we're able to deliver the return to growth that we're outlining here in the second half, I think we would expect cash conversion to revert to historical levels where EBITDA times 60%-70% is a good assumption. Consistent with the first half, second half waiting, I think you would see the same, where you'd see more of the cash generation coming in the second half relative to what you would typically anticipate. I think we had a nice Q4 cash in terms of cash generation, put about $40 million incrementally on the balance sheet. That was a nice way to end the year after a couple more challenging cash generation quarters in Q2 and Q3. As we sit here today, I think we feel pretty good about our cash and the flexibility that offers as it relates to the pillars we've typically said we would pursue, M&A and share purchases being the two most prevalent. I would sort of reiterate our view that if you have a chance to buy yourself or you have a chance to buy someone else, the multiple and the relative quality of the business will be critical determinants. We'll see where we continue to trade. It's hard to articulate the scenario where we're going to find a bunch of targets at multiples lower than where we've been trading. I think we're pretty cautious about M&A in the near term. Thank you, Larry. Thank you, Stan. Thank you. This concludes today's question and answer session and conference call. Thank you for participating. You may now disconnect.