SeatGeek, the tecology platform that is transforming the
live-event experience for fans, teams, and venues, today announced
record financial results for the fourth quarter and fiscal year
ended December 31, 2021.
As previously announced, SeatGeek entered into a Business
Combination Agreement with RedBall Acquisition Corp. (“RedBall”), a
publicly traded special purpose acquisition company
(NYSE:RBAC).
Key Financial
Results
$ Million
For the Three Months Ended
December 31, 2021
September 30, 20211,2
December 31, 2020
Net revenue
$82.5
$56.8
$4.8
Gross profit
47.6
35.4
(3.6)
Contribution Margin3
6.8
4.9
(8.6)
Loss from operations
(16.9)
(17.9)
(21.6)
Net loss
(18.1)
(19.8)
(21.5)
Adjusted EBITDA3
(11.3)
(12.1)
(17.2)
$ Million
For the Twelve Months Ended
December 31, 2021
December 31, 2020
December 31, 2019
Net revenue
$186.3
$33.2
$142.2
Gross profit
105.4
(5.3)
83.9
Contribution Margin3
5.2
(45.9)
10.0
Loss from operations
(73.2)
(92.6)
(45.8)
Net loss
(80.0)
(96.9)
(45.0)
Adjusted EBITDA3
(51.8)
(78.7)
(35.0)
1
Sequential numbers are being presented for
this period due to the negative impact of the global COVID-19
pandemic on the results for the three and twelve months ended
December 31, 2020, which resulted in the suspension or cancellation
of substantially all live events in the company’s markets and the
comparable prior year periods being significantly impacted for
comparison purposes.
2
The results presented here for the three
months ended September 30, 2021 have been restated from those
presented previously. For more detailed information on these
restated results, please see Notes 2 and 18 of SeatGeek's Audited
Consolidated Financial Statements filed as a part of Amendment No.
3 to the Registration Statement of Form S-4 filed by RedBall
Acquisition Corp. on April 14, 2022.
3
Contribution Margin and Adjusted EBITDA
are not measures defined under Generally Accepted Accounting
Principles in the U.S. (“GAAP”). See “Use of Non-GAAP Measures’’
below for information on these non-GAAP measures and a
reconciliation to the most comparable GAAP measure.
“Our strong results in the fourth quarter, which capped a record
2021, showed the resilience of our business model and fulfilled the
strategic initiatives made over the past two years. We’re seeing
significant momentum in both the primary and secondary markets,
leading to strong market share growth driven by our innovative
ticketing and consumer experience technology. We’ve navigated
through the pandemic with focus and precision, and have an eye
toward the future for SeatGeek and all of our customers – fans,
teams, and venues alike,” said Jack Groetzinger, CEO and
co-founder.
“Looking to the year ahead, we’ll be increasing our investments
in our enterprise clients. When we exceed the expectations of our
partners, it gives them the opportunity to exceed expectations for
their fans and create value for all stakeholders,” concluded
Groetzinger.
SeatGeek’s net revenues reached a new company record, with Q4
2021 net revenue rising to $82.5 million, up approximately 45% from
$56.8 million in Q3 2021 and versus $4.8 million in Q4 2020, when
most live events were suspended or cancelled due to the global
COVID-19 pandemic. Growth was driven not only by the ebbing effect
of the COVID-19 pandemic, but also by the company’s ongoing success
attracting major venues and teams to SeatGeek’s primary ticketing
enterprise platform, and the continued expansion of SeatGeek’s
secondary ticketing revenue and market share.
Gross profit of $47.6 million in Q4 2021 was also a company
record, up approximately 34% from $35.4 million in Q3 2021.
Contribution Margin, defined by the company as gross profit less
sales and marketing expense, was $6.8 million in Q4 2021, compared
to $4.9 million in Q3 2021, as a result of increased sales and
marketing expenses in markets with recently signed enterprise
partnerships. Loss from operations for the quarter was ($16.9)
million versus ($17.9) million in Q3 2021 and ($21.6) million in Q4
2020. Adjusted EBITDA for the quarter was a loss of ($11.3)
million, versus ($17.2) million in Q4 2020, also reflecting
continued increases in R&D personnel investment intended to
accelerate the company’s momentum and competitive
differentiation.
Brad Tacy, SeatGeek CFO, added, “Our financial performance in Q4
reflected record revenue and gross profit growth compared to Q3,
which we believe illustrates the effectiveness of our vertically
integrated strategy and allows us to capture greater share in
primary and secondary ticket markets and better economics for our
enterprise customers. We believe that our investments in
technology, sales, and marketing are positioning us for long-term
sustainable and profitable growth.”
The proposed business combination between SeatGeek and RedBall
is currently expected to close in the second quarter of 2022,
subject to the approval of RedBall’s shareholders and other
customary closing conditions.
About SeatGeek SeatGeek is on a mission to transform the
live-event experience for fans, teams and venues. By combining a
superior marketplace with unparalleled primary ticketing box office
technology, SeatGeek has become a global ticketing leader. SeatGeek
delights fans through industry-first features including: Deal
Score, its proprietary ticket rating technology; Rally, its
event-day operating system; and SeatGeek Swaps, the first return
policy offered by a major ticketer. In parallel, its open-ecosystem
enterprise ticketing software empowers teams, venues and promoters
to efficiently grow their businesses while delivering the superior
experience that die-hard fans deserve.
SeatGeek is proud to partner with some of the most recognized
names in sports and live entertainment across the globe including
the Dallas Cowboys, Brooklyn Nets and Liverpool F.C., as well as
Major League Soccer (MLS), National Football League (NFL), half of
the English Premier League (EPL) and multiple theaters across NYC's
Broadway and London's West End. Curious? Visit
www.seatgeek.com.
About RedBall Acquisition Corp. RedBall Acquisition
Corp.(NYSE: RBAC) is a blank-check company incorporated as a Cayman
Islands exempted company and formed for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses with a focus on businesses in the sports, media and data
analytics sectors, in particular professional sports franchises,
which complement RedBall management team’s expertise and benefits
from its strategic and hands-on operational leadership. RedBall’s
management team represents a unique combination of operating,
investing, financial and transactional experience. RedBall’s
sponsor, RedBall SponsorCo LP, is an affiliate of RedBird Capital
Partners.
No Offer or Solicitation This press release does not
constitute (i) a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed
business combination or (ii) an offer to sell, a solicitation of an
offer to buy, or a recommendation to purchase any security of
RedBall, SeatGeek or any of their respective affiliates.
Forward-Looking Statements Certain statements included in
this press release constitute forward-looking statements for
purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the proposed
business combination and expectations regarding the combined
business, including the anticipated timing for closing, SeatGeek’s
expected investments in its enterprise business, the impact of
investments in technology, sales, and marketing and SeatGeek’s
ability to achieve long-term sustainable and profitable growth.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of the respective management of SeatGeek and RedBall and are not
predictions of actual performance. These forward-looking statements
are not guarantees of future performance, conditions or results,
and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the control of SeatGeek and RedBall. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by an investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of SeatGeek and RedBall. These forward-looking statements
are subject to a number of risks and uncertainties, including, but
not limited to, the impact of the COVID-19 pandemic; changes in
domestic and foreign business, market, financial, political, and
legal conditions; the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risk that the approval of the shareholders of RedBall or SeatGeek
is not obtained or the failure of other closing conditions; the
risk that any regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the proposed
business combination; failure to realize the anticipated benefits
of the proposed business combination; the inability to obtain or
maintain the listing of RedBall’s shares on the NYSE following the
business combination; costs related to the business combination;
the risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
business combination; risks relating to the uncertainty of the
projected financial information with respect to SeatGeek; risks
related to the performance of SeatGeek’s business and the timing of
expected business or revenue milestones; the effects of competition
on SeatGeek’s business; the amount of redemption requests made by
RedBall’s stockholders; the ability of RedBall or SeatGeek to issue
equity or equity-linked securities or obtain debt financing in
connection with the proposed business combination or in the future;
and those risks and uncertainties set forth under the headings
“Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in the registration statement on Form S-4 and proxy
statement/prospectus discussed below and other documents filed by
RedBall from time to time with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither RedBall nor SeatGeek presently know, or that RedBall or
SeatGeek currently believe are immaterial, that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect RedBall's and SeatGeek's expectations, plans, or forecasts
of future events and views as of the date of this press release.
RedBall and SeatGeek anticipate that subsequent events and
developments will cause RedBall's and SeatGeek's assessments to
change. Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date of this press release. RedBall and
SeatGeek do not undertake any obligation to update these
forward-looking statements and RedBall and SeatGeek specifically
disclaim any obligation to do so.
Important Additional Information and Where to Find It
RedBall has filed a registration statement on Form S-4
(“Registration Statement”) with the SEC, which includes a proxy
statement/prospectus of RedBall, that will be both the proxy
statement to be distributed to holders of RedBall’s ordinary shares
in connection with its solicitation of proxies for the vote by
RedBall’s shareholders with respect to the proposed business
combination and other matters as may be described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued in the business combination to
SeatGeek stockholders. After the Registration Statement is declared
effective, RedBall will mail a definitive proxy
statement/prospectus to the shareholders of RedBall as of a record
date to be established for voting on the proposed business
combination. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision with respect to the
business combination. Before making any voting or investment
decision, investors and security holders of RedBall and other
interested persons are urged to carefully read the entire
Registration Statement, the preliminary proxy statement/prospectus
and the definitive proxy statement/prospectus, when they each
become available, and any other relevant documents filed with the
SEC, as well as any amendments or supplements to these documents,
because they will contain important information about the proposed
business combination. The documents filed by RedBall with the SEC
may be obtained free of charge at the SEC’s website at www.sec.gov.
In addition, the documents filed by RedBall may be obtained free of
charge from RedBall at www.redballac.com. Alternatively, these
documents, when available, can be obtained free of charge from
RedBall upon written request to RedBall Acquisition Corp., 667
Madison Avenue, 16th Floor, New York, NY 10065. The information
contained on, or that may be accessed through, the websites
referenced in this press release is not incorporated by reference
into, and is not a part of, this press release.
Participants in the Solicitation RedBall and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of RedBall
with respect to the proposed business combination. For information
regarding RedBall’s directors and executive officers and a
description of their interests in RedBall, please see Redball’s
final prospectus related to its initial public offering filed with
the SEC on August 13, 2020 and available free of charge at the
SEC’s website at www.sec.gov. To the extent such holdings of
RedBall’s securities may have changed since that time, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Additional information regarding the
interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the
Registration Statement and proxy statement/prospectus and other
relevant documents when they become available. SeatGeek and its
directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders
of RedBall in connection with the proposed business combination. A
list of the names of such directors and executive officers and
information regarding their interests in the proposed business
combination will be included in the Registration Statement and
proxy statement/prospectus for the proposed business combination
when available.
SEATGEEK, INC. AND
SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and
per share amounts)
December 31,
2021
2020
ASSETS
Current assets:
Cash and cash equivalents
$
95,811
$
123,272
Restricted cash
15,989
3,571
Trade accounts receivable, net
18,307
6,309
Prepaid expenses and other current
assets
18,926
5,403
Total current assets
149,033
138,555
Property and equipment, net
11,941
14,585
Goodwill
29,622
28,563
Intangible assets, net
2,007
9,678
Other assets and restricted cash
20,105
9,338
Total assets
$
212,708
$
200,719
LIABILITIES, CONVERTIBLE PREFERRED
STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Trade accounts payable
$
10,500
$
4,515
Rightsholder and seller accounts
payable
58,157
16,165
Accrued expenses and other current
liabilities
84,581
57,249
Debt, current portion
6,250
—
Total current liabilities
159,488
77,929
Long-term debt
59,432
65,317
Deferred tax liabilities, net
462
350
Other long-term liabilities
8,113
9,727
Total liabilities
227,495
153,323
Commitment and contingencies (Note 16)
Convertible preferred stock – par value
$0.001 per share; 135,622,253 shares authorized as of December 31,
2021 and December 31, 2020; 125,009,547 shares issued and
outstanding as of December 31, 2021 and December 31, 2020
272,252
272,252
Stockholders’ equity (deficit):
Common stock – par value $0.001 per share;
190,000,000 shares authorized as of December 31, 2021 and December
31, 2020; 32,245,806 and 27,376,059 shares issued and outstanding
at December 31, 2021 and December 31, 2020, respectively
19
15
Additional paid-in capital
35,177
18,878
Accumulated deficit
(326,414
)
(246,455
)
Accumulated other comprehensive income
4,179
2,706
Total stockholders’ equity (deficit)
(287,039
)
(224,856
)
Total liabilities, convertible preferred
stock and stockholders’ equity (deficit)
$
212,708
$
200,719
SEATGEEK, INC. AND
SUBSIDIARIES
Consolidated Statements of
Operations and Comprehensive Loss
(In thousands, except share and
per share amounts)
Year Ended December
31,
2021
2020
2019
Net revenue
$
186,330
$
33,237
$
142,170
Cost of revenue
80,962
38,499
58,258
Gross profit
105,368
(5,262
)
83,912
Operating expenses:
Sales and marketing
100,171
40,612
73,956
General and administrative
32,722
14,768
21,930
Research and development
45,654
31,910
33,790
Total operating expenses
178,547
87,290
129,676
Loss from operations
(73,179
)
(92,552
)
(45,764
)
Other income
224
1,843
1,950
Interest expense, net
(6,957
)
(5,875
)
(884
)
Other (expense) income
(6,733
)
(4,032
)
1,066
Loss before income taxes
(79,912
)
(96,584
)
(44,698
)
Provision for income tax
(47
)
(297
)
(343
)
Net loss
(79,959
)
(96,881
)
(45,041
)
Other comprehensive income, net of
tax:
Cumulative translation adjustment
1,473
812
2,817
Total other comprehensive income
1,473
812
2,817
Total comprehensive loss
$
(78,486
)
$
(96,069
)
$
(42,224
)
Net loss attributable to common
stockholders
$
(79,959
)
$
(96,881
)
$
(45,041
)
Net loss per share attributable to common
stockholders, basic and diluted
$
(2.65
)
$
(3.64
)
$
(1.80
)
Weighted-average shares used in computing
net loss per share attributable to common stockholders, basic and
diluted
30,225,758
26,634,124
25,033,014
SEATGEEK, INC. AND
SUBSIDIARIES
Consolidated Statements of Cash
Flows
(In thousands)
Year Ended December
31,
2021
2020
2019
OPERATING ACTIVITIES
Net loss
$
(79,959
)
$
(96,881
)
$
(45,041
)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
11,621
11,115
8,976
Provision for bad debt
816
215
338
Stock-based compensation
6,784
2,763
2,033
Noncash partner incentives
1,502
291
1,352
Deferred tax benefit
113
(46
)
140
Other noncash charges
514
609
165
Changes in operating assets and
liabilities:
Trade accounts receivable
(9,264
)
7,944
(5,385
)
Prepaid expenses and other current
assets
(11,408
)
3,212
554
Other assets
(5,160
)
928
(1,690
)
Trade accounts payable
5,976
(193
)
203
Accrued expenses and other current
liabilities
25,405
11,639
9,640
Other long-term liabilities
(1,639
)
184
7,293
Net cash used in operating activities
(54,699
)
(58,220
)
(21,422
)
INVESTING ACTIVITIES
Purchases of property and equipment
(1,389
)
(2,352
)
(10,944
)
Capitalized internal-use software
costs
(28
)
(1,622
)
(881
)
Net cash used in investing activities
(1,417
)
(3,974
)
(11,825
)
FINANCING ACTIVITIES
Funds held for settlement
40,028
10,202
9,326
Borrowing of Term Loan, net of fees
—
36,992
22,981
Borrowing of PPP Loan, net of fees
—
6,250
—
Borrowing under other loans
—
128
—
Proceeds from issuance of preferred stock,
net of issuance costs
—
103,606
—
Repayment of long-term debt
—
(128
)
(212
)
Payments of capitalized transaction
costs
(3,086
)
—
—
Proceeds from exercises of stock options
and warrants
4,237
1,153
734
Net cash provided by financing
activities
41,179
158,203
32,829
Effect of exchange rate changes on cash
and cash equivalents
(228
)
372
76
Net increase (decrease) in cash, cash
equivalents and restricted cash
(15,165
)
96,381
(342
)
Cash, cash equivalents and restricted
cash, beginning of year
132,682
36,301
36,643
Cash, cash equivalents and restricted
cash, end of year
$
117,517
$
132,682
$
36,301
Reconciliation to the consolidated balance
sheets:
Cash and cash equivalents
$
95,811
$
123,272
$
27,608
Restricted cash
15,989
3,571
2,159
Restricted cash included in other assets
and restricted cash
5,717
5,839
6,534
Total cash, cash equivalents, and
restricted cash
$
117,517
$
132,682
$
36,301
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid for income taxes
$
158
$
560
$
—
Cash paid for interest expense
$
6,388
$
5,393
$
994
Stock-based compensation capitalized as
internal-use software
$
22
$
428
$
240
Accrued property and equipment
purchases
$
—
$
304
$
785
Noncash issuance of convertible preferred
stock warrants
$
5,076
$
—
$
—
Deferred transaction costs in accounts
payable and accrued liabilities
$
492
$
—
$
—
Use of Non-GAAP Measures Contribution margin is a
supplemental measure of operating performance monitored by
management that is not defined under GAAP and that does not
represent, and should not be considered as, an alternative to gross
profit, as determined by GAAP. We define Contribution Margin as
gross profit less sales and marketing expense. We use Contribution
Margin to understand and evaluate the efficacy of our demand-side
spend.
Adjusted EBITDA is a supplemental measure of operating
performance monitored by management that is not defined under GAAP
and that does not represent, and should not be considered as, an
alternative to net loss, as determined by GAAP. We define Adjusted
EBITDA as loss from operations, adjusted for depreciation and
amortization, equity-based compensation expense and transaction and
public readiness costs. We use Adjusted EBITDA to understand and
evaluate our core operating performance and trends.
We use Contribution Margin and Adjusted EBITDA in conjunction
with GAAP measures as part of our overall assessment of our
performance, including the preparation of our annual operating
budget and quarterly forecasts, to evaluate the effectiveness of
our business strategies, including assessing the efficacy of our
marketing spend, and to communicate with our board of directors
concerning our financial performance. We believe our non-GAAP
measures are also helpful to investors, analysts and other
interested parties because they can assist in providing a more
consistent and comparable overview of our operations across our
historical financial periods. Our non-GAAP measures have
limitations as analytical tools, and you should not consider them
in isolation or as a substitute for analysis of our results as
reported under GAAP. Because of these limitations, you should
consider our non-GAAP measures alongside other financial
performance measures, including gross margin, loss from operations
and our other GAAP results. In evaluating our non-GAAP measures,
you should be aware that in the future, we may incur expenses that
are the same as or similar to some of the adjustments in this
presentation. Our presentation of non-GAAP measures should not be
construed as an inference that our future results will be
unaffected by the types of items excluded from the calculation of
our non-GAAP measures. Our non-GAAP measures are not a presentation
made in accordance with GAAP and the use of the terms varies from
others in our industry.
A reconciliation of Contribution Margin to gross profit, the
most directly comparable GAAP measure, is as follows:
$ Million
For the Three Months Ended
December 31, 2021
September 30, 2021
December 31, 2020
Gross profit
$47.6
$35.4
$(3.6)
Sales and marketing expense
(40.9)
(30.5)
(5.0)
Contribution Margin
6.8
4.9
(8.6)
$ Million
For the Twelve Months Ended
December 31, 2021
December 31, 2020
December 31, 2019
Gross profit
$105.4
$(5.3)
$83.9
Sales and marketing expense
(100.2)
(40.6)
(73.9)
Contribution Margin
5.2
(45.9)
10.0
A reconciliation of Adjusted EBITDA to loss from operations, the
most directly comparable GAAP measure, is as follows:
$ Million
For the Three Months Ended
December 31, 2021
September 30, 2021
December 31, 2020
Loss from operations
$(16.9)
$(17.9)
$(21.6)
Depreciation and amortization
2.9
2.8
3.2
Equity based compensation1
1.9
2.0
1.2
Transactions & public readiness
costs2
0.8
1.0
0.0
Adjusted EBITDA
(11.3)
(12.1)
(17.2)
$ Million
For the Twelve Months Ended
December 31, 2021
December 31, 2020
December 31, 2019
Loss from operations
$(73.2)
$(92.6)
$(45.8)
Depreciation and amortization
11.6
11.1
9.0
Equity based compensation1
6.8
2.8
1.8
Transactions & public readiness
costs2
3.0
0.0
0.0
Adjusted EBITDA
(51.8)
(78.7)
(35.0)
1
Non-cash equity-based compensation
expenses.
2
Transaction and public readiness costs
include non-capitalizable costs related to the Business Combination
and non-recurring expenses related to our public company readiness
initiative undertaken in anticipation of becoming subject to SEC
and other obligations of a publicly listed company upon completion
of the Company’s proposed business combination with RedBall.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220414005244/en/
Investors Brett Harriss, Vice President, Investor
Relations ir@seatgeek.com
Media Dan Gagnier / Jeffrey Mathews, Gagnier
Communications seatgeek@gagnierfc.com
SeatGeek Media Relations press@seatgeek.com
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