Vivid Seats (SEAT) risk factors, FY2024 10-K

Risks Related to Our Business and the Live Events and Ticketing Industries

1. 01We are adversely affected by decreases in the supply of and/or demand for live concert, sporting, and theater events
2. 02We may be adversely affected by an adverse change in our relationships with ticket buyers, sellers, and/or partners
3. 03We may be adversely affected if changes in internet search engine algorithms and dynamics, search engine disintermediation, or mobile application marketplace rules decrease traffic to our websites and mobile applications
4. 04We face intense competition in the ticketing industry, and we may be adversely affected if we are unable to maintain or increase ticket listings and sales on our platform
5. 05We may be adversely affected if we do not continue to maintain and improve our platform, or to successfully develop new and improved solutions and enhancements
6. 06We may be adversely affected if we are unable to maintain and enhance our reputation and brand
7. 07If we are unable to maintain a reputable, user-friendly, and effective platform that provides tickets to desirable events, our ability to attract and retain ticket buyers, sellers, and partners could be impaired and our reputation, brand, and business could be adversely affected
8. 08We may be adversely affected if any of the business acquisitions we have made, or may make in the future, are unsuccessful
9. 09We may be adversely affected if we are unable to manage the risks associated with the growth of our international operations
10. 10Our financial performance in certain periods may not be indicative of, or comparable to, our financial performance in other periods due to seasonality and other factors
11. 11We rely on the experience and expertise of our senior management team, key technical employees, and other highly skilled personnel, and we may be adversely affected if we are unable to retain and motivate these individuals
12. 12Impairment of our goodwill has adversely affected, and may in the future adversely affect, our financial results and condition
13. 13We may be adversely affected by the effects of inflation

Risks Related to Government Regulation and Litigation

1. 14We are subject to extensive governmental regulation, and we may be adversely affected if we fail to comply with applicable laws and regulations
2. 15We depend on the ability of sellers to sell tickets on the secondary market unencumbered
3. 16Our processing of personal data and other sensitive information could give rise to liabilities as a result of governmental regulation, litigation, and conflicting legal requirements, including those relating to personal privacy rights
4. 17We may be adversely affected by unfavorable outcomes in legal proceedings in which we, ticket sellers, or our partners are or may in the future be involved
5. 18Our business and industry may be adversely affected by unfavorable legislative outcomes
6. 19Our business may be subject to sales tax and other indirect taxes in various jurisdictions

Risks Related to Information Technology, Cybersecurity, and Intellectual Property

1. 20We may be adversely affected by system interruptions and the lack of integration and redundancy in our and third-party information systems and infrastructure
2. 21We may be adversely affected if our information technology systems, or those of third parties with whom we conduct business, are compromised
3. 22We may be adversely affected if we are unable to adequately protect or enforce our intellectual property rights
4. 23We may face potential liability and costs for legal claims alleging that we infringe upon third-party intellectual property rights
5. 24Our payment system depends on third-party providers and is subject to risks that may adversely affect our business
6. 25Payment card networks and our payment processing provider could increase the fees that they charge us for their services, which would increase our operating costs and reduce our margins and could adversely affect our business, financial condition, and results of operations

Risks Related to Our Indebtedness

1. 26Our credit facility imposes restrictions that limit management’s discretion in operating our business and, in turn, could impair our ability to meet our debt obligations
2. 27We depend on our subsidiaries’ cash flows in order to satisfy our obligations
3. 28We may face liquidity constraints if we are unable to generate sufficient cash flows and/or raise additional capital when necessary or desirable

Risks Related to Our Organizational Structure and the Ownership of Our Securities

1. 29The interests of Hoya Topco, which exerts significant influence over us, may conflict with those of us or our other stockholders
2. 30deprive our securityholders of an opportunity to receive a premium for their securities as part of a potential acquisition and, ultimately, may affect the market price of our securities
3. 31The TRA requires us to make cash payments, which may be substantial, to Hoya Topco in respect of certain tax benefits
4. 32As a holding company, our principal assets are our equity interests in Hoya Intermediate, and we are accordingly dependent upon distributions from Hoya Intermediate to pay dividends, taxes, and other expenses, including payments we are required to make under the TRA
5. 33In certain circumstances, Hoya Intermediate will be required to make distributions, which may be substantial, to us and Hoya Topco

Risks Related to Being a Public Company

1. 34The market price and trading volume of our securities may be volatile
2. 35We may be subject to securities class action litigation, which could adversely affect our business, financial condition, and results of operations
3. 36We are required to comply with SEC rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), which require management to certify financial and other information in our periodic reports and provide an annual report on the effectiveness of our internal control over financial reporting
4. 37internal controls, no matter how well designed and operated, can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements
5. 38We are an EGC, and our reliance on exemptions from certain reporting requirements that are applicable to non-EGCs could make our securities less attractive to investors
6. 39with those of a non-EGC, or an EGC that has elected to opt out of the extended transition period, difficult because of the potential differences in financial accounting standards used
7. 40The exercise or exchange of certain outstanding securities would increase the number of shares of our Class A common stock eligible for resale in the public market and/or dilute the ownership and voting power of our existing stockholders
8. 41Securities analysts may not publish favorable, or any, research reports about us, which could adversely affect the market price or trading volume of our securities
9. 42Provisions in our organizational documents may deter, delay, or prevent our acquisition by a third party
10. 43The exclusive forum provisions of our Charter may discourage lawsuits against our directors and officers