0001193125-21-366308 | S-1/A | XBRL Viewer

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Cover Page	9 Months Ended
Cover Page	Sep. 30, 2021
Cover [Abstract]
Document Type	S-1/A
Amendment Flag	false
Entity Registrant Name	Vivid Seats Inc.
Entity Central Index Key	0001856031
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 29, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Total Assets	$ 0	$ 0
Current liabilities:
Total liabilities	0	0
Commitments and contingencies
Shareholders' Equity:
Ordinary shares	10	10
Due from stockholder	(10)	(10)
Total Shareholders' equity	0	0
Members' equity (deficit)
Common stock			0	0
Total liabilities, redeemable preferred units, and members' equity (deficit)	0	$ 0
Hoya Intermediate, LLC
Current assets:
Cash and cash equivalents	488,467		285,337	81,289
Accounts receivable – net	54,034		35,250	25,000
Inventory – net	17,122		7,462	11,556
Prepaid expenses and other current assets	96,760		80,066	12,072
Total current assets	656,383		408,115	129,917
Property and equipment – net	664		0	4,016
Personal seat licenses – net				7,194
Intangible assets – net	72,102		67,024	293,348
Goodwill	683,327		683,327	1,060,428
Other non-current assets	579		664	2,146
Total Assets	1,413,055		1,159,130	1,497,049
Current liabilities:
Accounts payable	206,250		62,769	91,443
Accrued expenses and other current liabilities	340,127		256,134	60,008
Deferred revenue	20,523		5,956	5,932
Current maturities of long-term debt – net	6,412		6,412	5,856
Total current liabilities	573,312		331,271	163,239
Long-term debt – net	897,855		870,903	606,589
Other liabilities	602		510	1,852
Total long-term liabilities	898,457		871,413	608,441
Commitments and contingencies
Shareholders' Equity:
Total Shareholders' equity	(303,142)		(271,781)	518,276
Redeemable Preferred Units
Redeemable Preferred Units	9,939		9,939	9,939
Members' equity (deficit)
Common stock	0		0
Additional paid-in capital	742,986		755,716	772,683
Accumulated deficit	(1,046,128)		(1,026,675)	(252,490)
Accumulated other comprehensive loss	0		(822)	(1,917)
Total members' equity (deficit)	(303,142)		(271,781)	518,276
Total liabilities, redeemable preferred units, and members' equity (deficit)	1,413,055		1,159,130	1,497,049
Redeemable Senior Preferred Units
Redeemable Preferred Units
Redeemable Preferred Units	$ 234,489		218,288
Redeemable Senior Preferred Units \| Hoya Intermediate, LLC
Redeemable Preferred Units
Redeemable Preferred Units			$ 218,288	$ 197,154

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Ordinary shares, par value		$ 0.01
Ordinary shares, shares authorized		1,000
Ordinary shares, shares issued		100
Ordinary shares, shares outstanding		100
Hoya Intermediate, LLC
Redeemable preferred stock, par value	$ 0		$ 0	$ 0
Redeemable preferred stock, share authorized	100,000		100,000	100,000
Redeemable preferred stock, share issued	100,000		100,000	100,000
Common units, No par value	$ 0		$ 0	$ 0
Common units, Issued	100,000		100,000	100,000
Common units, Outstanding	100,000		100,000	100,000
Redeemable Senior Preferred Units \| Hoya Intermediate, LLC
Redeemable preferred stock, par value	$ 0		$ 0	$ 0
Redeemable preferred stock, share authorized	100,000		100,000	100,000
Redeemable preferred stock, share issued	100,000		100,000	100,000
Redeemable preferred stock, share outstanding	100,000	100,000	100,000	100,000
Redeemable preferred stock, liquidation preference	$ 234,489,000		$ 214,008,000	$ 189,571,000
Redeemable Preferred Units [Member] \| Hoya Intermediate, LLC
Redeemable preferred stock, share outstanding	100,000	100,000	100,000	100,000

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Other comprehensive income (loss):
Unrealized (loss) gain on derivative instruments					$ 887
Hoya Intermediate, LLC
Revenues	$ 139,538	$ (7,082)	$ 279,150	$ 33,682	35,077	$ 468,925
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)	30,475	379	54,386	22,310	24,690	106,003
Marketing and selling	50,371	1,511	104,748	35,092	38,121	178,446
General and administrative	42,509	12,854	87,486	53,452	66,199	101,335
Depreciation and amortization	711	80	1,506	48,057	48,247	93,078
Impairment charges			0	573,838	573,838	0
(Loss) income from operations	15,472	(21,906)	31,024	(699,067)	(716,018)	(9,937)
Other expenses:
Interest expense — net	17,319	18,310	50,477	41,076	57,482	41,497
Loss on extinguishment of debt			0	685	685	2,414
Net loss	(1,847)	(40,216)	(19,453)	(740,828)	(774,185)	(53,848)
Other comprehensive income (loss):
Unrealized (loss) gain on derivative instruments	309	2,248	822	887	1,095	(7,225)
Comprehensive loss	$ (1,538)	$ (37,968)	$ (18,631)	$ (739,941)	$ (773,090)	$ (61,073)
Net loss per unit attributable to Common Unit holders, basic and diluted	$ (44,050)	$ (426,080)	$ (356,540)	$ (7,555,420)	$ (7,953,192)	$ (682,472)
Weighted-average Common Units, basic and diluted	100	100	100	100	100	100

Condensed Consolidated Statements of Redeemable Preferred Units and Members' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands	Total	Hoya Intermediate, LLC	Hoya Intermediate, LLC Common units	Hoya Intermediate, LLC Additional Paid-in Capital	Hoya Intermediate, LLC Accumulated Deficit	Hoya Intermediate, LLC Accumulated other comprehensive income (loss)	Hoya Intermediate, LLC Redeemable Senior Preferred Units [Member]	Hoya Intermediate, LLC Redeemable Preferred Units [Member]
Balance at the beginning at Dec. 31, 2018							$ 182,755	$ 9,939
Balance at the beginning (in shares) at Dec. 31, 2018							100	100
Balance at the beginning at Dec. 31, 2018		$ 596,669	$ 0	$ 790,003	$ (198,642)	$ 5,308
Balance at the beginning (in shares) at Dec. 31, 2018			100
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(53,848)			(53,848)
Unrealized gain (loss) on derivative instruments		(7,225)				(7,225)
Deemed contribution from parent		5,174		5,174
Accretion of senior preferred units		(14,399)		(14,399)			$ 14,399
Distributions to parent		(8,095)		(8,095)
Balance at the end at Dec. 31, 2019		518,276	$ 0	772,683	(252,490)	(1,917)
Balance at the end (in shares) at Dec. 31, 2019			100
Balance at the end (in shares) at Dec. 31, 2019							100	100
Balance at the end at Dec. 31, 2019							$ 197,154	$ 9,939
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(740,828)			(740,828)
Unrealized gain (loss) on derivative instruments		887				887
Deemed contribution from parent		3,475		3,475
Accretion of senior preferred units		(14,714)		(14,714)			$ 14,714
Distributions to parent		(120)		(120)
Balance at the end at Sep. 30, 2020		(233,024)		761,324	(993,318)	(1,030)
Balance at the end (in shares) at Sep. 30, 2020			100
Balance at the end (in shares) at Sep. 30, 2020							100	100
Balance at the end at Sep. 30, 2020							$ 211,868	$ 9,939
Balance at the beginning at Dec. 31, 2019							$ 197,154	$ 9,939
Balance at the beginning (in shares) at Dec. 31, 2019							100	100
Balance at the beginning at Dec. 31, 2019		518,276	$ 0	772,683	(252,490)	(1,917)
Balance at the beginning (in shares) at Dec. 31, 2019			100
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(774,185)			(774,185)
Unrealized gain (loss) on derivative instruments	$ 887	1,095				887
Loss reclassified from accumulated other comprehensive loss to earnings		208				208
Deemed contribution from parent		4,287		4,287
Accretion of senior preferred units		(21,134)		(21,134)			$ 21,134
Distributions to parent		(120)		(120)
Balance at the end at Dec. 31, 2020		(271,781)	$ 0	755,716	(1,026,675)	(822)
Balance at the end (in shares) at Dec. 31, 2020			100
Balance at the end (in shares) at Dec. 31, 2020							100	100
Balance at the end at Dec. 31, 2020							$ 218,288	$ 9,939
Balance at the beginning at Jun. 30, 2020							$ 209,476	$ 9,939
Balance at the beginning (in shares) at Jun. 30, 2020							100	100
Balance at the beginning at Jun. 30, 2020		(193,727)		762,653	(953,102)	(3,278)
Balance at the beginning (in shares) at Jun. 30, 2020			100
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(40,216)			(40,216)
Unrealized gain (loss) on derivative instruments		2,248				2,248
Deemed contribution from parent		1,099		1,099
Accretion of senior preferred units		(2,392)		(2,392)			$ 2,392
Distributions to parent		(36)		(36)
Balance at the end at Sep. 30, 2020		(233,024)		761,324	(993,318)	(1,030)
Balance at the end (in shares) at Sep. 30, 2020			100
Balance at the end (in shares) at Sep. 30, 2020							100	100
Balance at the end at Sep. 30, 2020							$ 211,868	$ 9,939
Balance at the beginning at Dec. 31, 2020							$ 218,288	$ 9,939
Balance at the beginning (in shares) at Dec. 31, 2020							100	100
Balance at the beginning at Dec. 31, 2020		(271,781)	$ 0	755,716	(1,026,675)	(822)
Balance at the beginning (in shares) at Dec. 31, 2020			100
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(19,453)			(19,453)
Unrealized gain (loss) on derivative instruments		822				822
Deemed contribution from parent		3,471		3,471
Accretion of senior preferred units		(16,201)		(16,201)			$ 16,201
Balance at the end at Sep. 30, 2021	0	(303,142)		742,986	(1,046,128)
Balance at the end (in shares) at Sep. 30, 2021			100
Balance at the end (in shares) at Sep. 30, 2021							100	100
Balance at the end at Sep. 30, 2021							$ 234,489	$ 9,939
Balance at the beginning at Jun. 30, 2021							$ 231,931	$ 9,939
Balance at the beginning (in shares) at Jun. 30, 2021							100	100
Balance at the beginning at Jun. 30, 2021		(300,243)		744,347	(1,044,281)	(309)
Balance at the beginning (in shares) at Jun. 30, 2021			100
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(1,847)			(1,847)
Unrealized gain (loss) on derivative instruments		309				$ 309
Deemed contribution from parent		1,197		1,197
Accretion of senior preferred units		(2,558)		(2,558)			$ 2,558
Balance at the end at Sep. 30, 2021	$ 0	$ (303,142)		$ 742,986	$ (1,046,128)
Balance at the end (in shares) at Sep. 30, 2021			100
Balance at the end (in shares) at Sep. 30, 2021							100	100
Balance at the end at Sep. 30, 2021							$ 234,489	$ 9,939

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Financing Activities:
Net (decrease) increase in cash and cash equivalents	$ 203,130	$ 209,784	$ 204,048	$ (19,139)
Hoya Intermediate, LLC
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net loss	(19,453)	(740,828)	(774,185)	(53,848)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	1,506	48,057	48,247	93,078
Amortization of deferred financing costs and interest rate cap	4,120	2,583	3,863	2,860
Loss on disposal of long-lived assets	0	169	169	960
Equity-based compensation expense	3,471	3,475	4,287	5,174
Loss on extinguishment of debt	0	685	685	2,414
Interest expense paid-in-kind	25,117	7,807	15,678	0
Impairment charges	0	573,838	573,838	0
Change in assets and liabilities:
Accounts receivable	(18,784)	(31,022)	(10,250)	225
(Increase) decrease in inventory	(9,660)	(1,199)	4,094	(1,628)
Decrease (increase) in prepaid expenses and other current assets	(16,694)	(67,738)	(67,584)	642
Increase (decrease) in accounts payable	143,481	(5,762)	(28,674)	1,792
Increase in accrued expenses and other current liabilities	87,339	178,813	195,404	23,272
Increase in deferred revenue	14,567	(881)	24	2,005
Other assets and liabilities	252	1,019	512	(468)
Net cash provided by operating activities	215,262	(30,984)	(33,892)	76,478
Cash Flows from Investing Activities:
Acquisition, net of cash acquired			0	(31,118)
Purchases of property and equipment	(689)	(341)	(341)	(1,258)
Proceeds from the sale of personal seat licenses	(76)	0	0	170
Investments in developed technology	(6,558)	(6,039)	(7,264)	(7,949)
Net cash used in investing activities	(7,323)	(6,380)	(7,605)	(40,155)
Cash Flows from Financing Activities:
Proceeds from Revolving Facility		50,000	50,000
Payments of Revolving Facility		(50,000)	(50,000)
Payments of deferred financing costs and other debt-related costs		(8,479)	(8,479)	(400)
Distributions to parent		(120)	(120)	(8,095)
Net cash (used in) provided by financing activities	(4,809)	247,148	245,545	(55,462)
Cash and cash equivalents – beginning of period	285,337	81,289	81,289	100,428
Cash and cash equivalents – end of period	488,467	291,073	285,337	81,289
Supplemental disclosure of cash flow information:
Paid-in-kind interest added to May 2020 First Lien Loan principal	28,463	7,807	15,678
Cash paid for interest	21,143	27,433	34,592	38,653
Hoya Intermediate, LLC \| Payments of June 2017 First Lien Loan [Member]
Cash Flows from Financing Activities:
Repayments of Long-term Debt	$ (4,809)	(4,253)	(5,856)	(6,967)
Hoya Intermediate, LLC \| Payments of June 2017 Second Lien Loan [Member]
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on extinguishment of debt				(2,414)
Cash Flows from Financing Activities:
Repayments of Long-term Debt				$ (40,000)
Hoya Intermediate, LLC \| Proceeds from May 2020 First Lien Loan [Member]
Cash Flows from Financing Activities:
Proceeds from Issuance of Long-term Debt		$ 260,000	$ 260,000

Background, Description of Business and Basis of Presentation	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Background, Description of Business and Basis of Presentation	N OTE 1: B ACKGROUND AND N ATURE OF O PERATIONS Vivid Seats Inc. (“the Company”) was incorporated in Delaware on March 29, 2021 as a wholly owned subsidiary of Hoya Intermediate, LLC (“Hoya Intermediate”). The Company was formed for the purpose of completing the transactions contemplated by the definitive transaction agreement, dated April 21, 2021 (the “Transaction Agreement”), by and among Horizon Acquisition Corporation (“Horizon”), a publicly traded special purpose acquisition company, Horizon Sponsor, LLC, a Delaware limited liability company, Hoya Intermediate, Hoya Topco, LLC (“Hoya Topco”), a Delaware limited liability company, the Company and the other parties thereto. As more fully described below, on October 18, 2021, the transactions contemplated by the Transaction Agreement were completed. As a result, the Company holds approximately 39.4% of the common units of Hoya Intermediate, which represents a controlling interest in Hoya Intermediate. The Business Combination On April 21, 2021, Hoya Topco and Hoya Intermediate, our parent, entered into a definitive transaction agreement with Horizon and Horizon Sponsor, LLC to effect a merger of the Company and Horizon. The merger and other transactions contemplated by the Transaction Agreement (the “business combination”) closed on October 18 , 2021 . Total cash proceeds from the business combination were $ 787,070 thousand. Refer to Note 4 , Subsequent Events , for further details.
Hoya Intermediate, LLC [Member]
Background, Description of Business and Basis of Presentation	1. B ACKGROUND , D ESCRIPTION OF B USINESS AND BASIS OF PRESENTATION Through our consolidated subsidiary, Vivid Seats LLC, we provide a leading full-service secondary ticketing marketplace, enabling fans and event seekers to purchase tickets to sports, concerts, theater, and other live events in the United States and Canada. Through our Marketplace segment, we operate an online platform enabling ticket buyers to purchase tickets to live events, while enabling ticket sellers to seamlessly manage their end-to-end operations. Through our Resale segment, our experienced team of professionals acquires live event tickets for resale on secondary marketplaces, including our own platform. The accompanying condensed consolidated financial statements include all the accounts of Hoya Intermediate, LLC, its subsidiary, Vivid Seats LLC, and the wholly-owned subsidiaries of Vivid Seats LLC. The financial statements refer to Hoya Intermediate, LLC and its subsidiaries collectively as the “Company,” “us,” “we,” and “our” in these condensed consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal and recurring items. Our condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in Vivid Seat Inc.’s, a Delaware corporation formed by the Company to facilitate a business combination, final prospectus, filed with the SEC in accordance with Rule 424(b) of the Securities Act of 1933, as amended, on September 24, 2021 (the “Prospectus”). The Condensed Consolidated Balance Sheet at December 31, 2020 included herein was derived from the audited financial statements at that date, but does not include all disclosures including notes required by GAAP. The Business Combination —On April 21, 2021, Hoya Topco, LLC, our parent, and Hoya Intermediate, LLC entered into a definitive transaction agreement with Horizon Acquisition Corporation (“Horizon”), a publicly traded special purpose acquisition company, and Horizon Sponsor, LLC, a Delaware limited liability company, to effect a merger of the Company and Horizon (the “Merger Transaction”). The Merger Transaction and other transactions contemplated by the transaction agreement (the “business combination”) closed on October 18, 2021. Refer to Note 14, Subsequent Events , for further details. COVID-19 Update —The COVID-19 pandemic has materially impacted the Company’s business and results of operations in the year ended December 31, 2020 and during the nine months ended September 30, 2021. During the year ended December 31, 2020, the Company recognized impairment charges resulting in a reduction in the carrying values of goodwill, indefinite-lived trademarks, definite-lived intangible assets, and other long-lived assets. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our condensed consolidated financial statements. If economic conditions caused by the pandemic do not continue to recover, the Company’s financial condition, cash flows, and results of operations may be further materially impacted. Use of Estimates —We use estimates and assumptions in the preparation of our condensed consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our condensed consolidated financial statements include the accrual for future customer compensation and the related recovery of future customer compensation asset; inventory valuation; accounts receivable valuation; value of equity-based compensation; breakage rates related to customer credits; useful life of definite-lived intangible assets and other long-lived assets; and impairments of goodwill, indefinite-lived intangible assets, definite-lived intangible assets, and long-lived assets.	1. B ACKGROUND AND D ESCRIPTION OF B USINESS Through our consolidated subsidiary, Vivid Seats LLC, we provide a leading full-service secondary ticketing marketplace, enabling fans and event seekers to purchase tickets to sports, concerts, theater, and other live events in the United States and Canada. Through our Marketplace segment, we operate an online platform enabling ticket buyers to purchase tickets to live events, while enabling ticket sellers to seamlessly manage their end-to-end operations. Through our Resale segment, our experienced team of professionals acquires live event tickets for resale on secondary marketplaces, including our own platform. The accompanying consolidated financial statements include all the accounts of Hoya Intermediate, LLC, its subsidiary, Vivid Seats LLC, and the wholly-owned subsidiaries of Vivid Seats LLC. The financial statements refer to Hoya Intermediate, LLC and its subsidiaries collectively as the “Company,” “us,” “we,” and “our” in these consolidated financial statements. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions and balances have been eliminated in consolidation. COVID-19 Update — The COVID-19 pandemic has materially impacted the Company’s business and results of operations in the fiscal year 2020. In addition to a decrease in operating results, the Company recognized asset impairment charges, a reserve against certain receivables, and increased accruals for customer credits and future customer compensation. Refer to the “Accounts Receivable and Credit Policies,” “Goodwill and Intangible Assets,” “Long-Lived Assets Impairment Assessments,” “Accrued Customer Credits,” and “Accrued Future Customer Compensation” sections within Note 2, Summary of Significant Accounting Policies , below for further discussion. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our consolidated financial statements. If economic conditions caused by the pandemic do not recover, as currently anticipated by management, the Company’s financial condition, cash flows, and results of operations may be further materially impacted.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of Significant Accounting Policies

OTE

2: S

UMMARY

IGNIFICANT

CCOUNTING

OLICIES

Basis of Presentation

The balance sheets are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

These condensed balance sheets should be read in conjunction with the audited balance sheet and related notes. The Condensed Balance Sheet at March 29, 2021 included herein was derived from the audited financial statements at that date, but does not include all disclosures including notes required by GAAP. Separate statements of income and comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity from March 29, 2021 to September 30, 2021.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates. Actual results could differ from those estimates.

Organization costs

Costs related to incorporation of the Company was paid by Hoya Intermediate and recorded as an expense of Hoya Intermediate after the business combination was completed.

Hoya Intermediate, LLC [Member]

Summary of Significant Accounting Policies

2. S

UMMARY

IGNIFICANT

CCOUNTING

OLICIES

The Company’s significant accounting policies are discussed in Note 2,

Summary of Significant Accounting Policies

, in the notes to our audited consolidated financial statements for the year ended December 31, 2020

included in Vivid Seat Inc.’s Form

S-4

Registration Statement filed with the SEC. There have been no significant changes to these policies that would have a material impact on the Company’s reported results and financial position.

Recent Accounting Pronouncements

As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company is provided the option to adopt new or revised accounting guidance either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as

non-public

business entities, including early adoption when permissible. The following provides a brief description of recent accounting pronouncements that could have a material effect on the Company’s financial statements:

Issued accounting standards not yet adopted

Leases

—In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2016-02,

Leases (Topic 842)

, which requires lessees to recognize a

right-of-use

asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease) in the balance sheet. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. ASU

2020-05,

Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities,

deferred the effective date for

non-public

companies. ASU

2016-02

is now effective for fiscal periods beginning after December 15, 2021. The Company elected the extended transition period available to emerging growth companies and expects to adopt this guidance using a modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application, January 1, 2022. The Company expects that this standard will have a material effect on its condensed consolidated financial statements. While the Company continues to assess all of the effects of the adoption, it currently estimates that the most significant impact upon adoption will be to record operating lease liabilities and

right-of-use

assets on its condensed consolidated balance sheet based on the present value of the remaining minimum lease payments. The adoption will also require significant new disclosures about the Company’s leases.

Financial Instruments-Credit Losses

—In June 2016, the FASB issued ASU

2016-13,

Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

, which changes how entities will measure credit losses for financial assets and certain other instruments that are not measured at fair value through net income. The new expected credit loss impairment model requires immediate recognition of estimated credit losses expected to occur. Additional disclosures are required regarding assumptions, models, and methods for estimating the credit losses. ASU

2019-10,

Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates

, deferred the effective date for

non-public

companies. The standard is effective for

non-public

companies for fiscal years beginning after December 15, 2022. The Company elected the extended transition period available to emerging growth companies and is currently evaluating the effect of adoption of the standard on the Company’s consolidated financial statements and related disclosures.

Reference Rate Reform

—In March 2020, the FASB issued ASU

2020-04,

Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting

, as modified in January 2021. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. The amendment is effective for all entities starting March 12, 2020 and can be adopted through December 31, 2022. The Company has not yet decided the date of adoption of this standard. LIBOR is used to calculate the interest on borrowings under the Company’s June 2017 First Lien Loan and May 2020 First Lien Loan. The Company is currently evaluating whether this guidance will have a significant impact on its consolidated financial statements and related disclosures.

2. S

UMMARY

IGNIFICANT

CCOUNTING

OLICIES

Use of Estimates

— In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s key estimates include the Accrual for future customer compensation and the related Recovery of future customer compensation asset; inventory valuation; receivable valuation; value of equity-based compensation; breakage rates related to customer credits; useful life of definite-lived intangible assets and other long-lived assets; valuation of intangible assets acquired in an acquisition; and impairments of goodwill, indefinite-lived intangible assets, definite-lived intangible assets, and long-lived assets.

Cash and Cash Equivalents

— Cash and cash equivalents include all cash balances and highly liquid investments purchased with original maturities of three months or less. The Company’s cash and cash equivalents consist primarily of domestic bank accounts, interest-bearing deposit accounts, and money market accounts managed by third-party financial institutions.

Cash and cash equivalents held in interest-bearing accounts may exceed the Federal Deposit Insurance Corporation insurance limits. To reduce credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents. However, balances could be impacted in the future if underlying financial institutions fail. As of December 31, 2019 and 2020, the Company has not experienced any loss or lack of access to its cash and cash equivalents.

Accounts Receivable and Credit Policies

— At December 31, 2019, accounts receivable consists primarily of uncollateralized payment processor obligations due under normal trade terms requiring payment within five days. Credit risk with respect to accounts receivable from payment processing entities is limited due to the concentration of those receivables with large financial institutions and the frequency with which those accounts receivable turn over. There was no allowance for doubtful accounts recorded at December 31, 2019.

Due to the significant

COVID-19

pandemic related event cancellations experienced during 2020, $23,418 thousand of the Accounts receivable balance at December 31, 2020 consisted of amounts due from marketplace ticket sellers for cancelled event tickets. There is a concentration of risk associated with that cohort of creditors due to the unfavorable impact of the

COVID-19

pandemic on the live event industry. We recorded an allowance for doubtful accounts of $5,715 thousand at December 31, 2020 to reflect potential challenges in collecting funds from marketplace ticket sellers. Accounts receivable balances are stated net of allowance for doubtful accounts. Bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations and Comprehensive Loss. Write-offs were immaterial for the year ended December 31, 2020.

Inventory

— Inventory consists of tickets to live events. All inventory is valued at the lower of cost or net realizable value, determined by the specific identification method. A provision is recorded to adjust inventory to its estimated realizable value when inventory is determined to be in excess of anticipated demand. During the years ended December 31, 2019 and 2020, the Company incurred inventory write-downs of $3,634 thousand and $1,627 thousand, respectively, which are presented in Cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss.

Property and Equipment —

Property and equipment are stated at cost, net of depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives:


Asset Class		Useful Life
Computer Equipment		5 years
Purchased Software		3 years
Furniture and Fixtures		7 years

Leasehold improvements are amortized over the shorter of the term of the lease or the improvements’ estimated useful lives.

Personal Seat Licenses

— The Company has purchased personal seat licenses (“PSLs”) from various sports teams. PSLs are stated at amortized cost. The term of the PSL aligns with the life of the corresponding stadium, which is estimated at 30 years from its construction or its last major renovation. Amortization is computed using the straight-line method over the remaining life of the stadium at the time the PSL is purchased. Amortization expense was $454 thousand and $226 thousand for the years ended December 31, 2019 and 2020, respectively, and is presented in Depreciation and amortization expense in the Statements of Operations and Comprehensive Loss. During the second quarter of 2020, the Company determined a triggering event occurred, which resulted in an impairment of its PSL’s. Refer to Note 8,

Impairments

, for additional information.

Long-Lived Assets Impairment Assessments

— We review our long-lived assets (property and equipment — net and personal seat licenses – net) for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. The fair value of our long-lived assets is determined using both the market approach and income approach, utilizing Level 3 inputs. If circumstances

require a long-lived asset or asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount exceeds its fair value.

During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. We recorded an impairment charge as a result of those assessments. Refer to Note 8,

Impairments

, for additional information.

Goodwill and Intangible Assets

— Goodwill represents the excess purchase price over the fair value of the net assets acquired. Intangible assets other than goodwill primarily consists of customer and supplier relationships, developed technology,

non-compete

agreements, and trademarks.

We evaluate goodwill and our indefinite-lived intangible asset for impairment annually on October 31 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. We have the option to assess goodwill and our indefinite-lived intangible asset for impairment by first performing a qualitative assessment to determine whether it is

more-likely-than-not

that the fair value of a reporting unit or the indefinite-lived intangible asset is less than its carrying value. If it is determined that the reporting unit’s or the indefinite-lived intangible asset’s fair value is

more-likely-than-not

less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit’s or the indefinite-lived intangible asset’s fair value. If the fair value of the reporting unit or the indefinite-lived intangible asset is in excess of its carrying value, the related goodwill or the indefinite-lived intangible asset is not impaired. If the fair value of the reporting unit is less than the carrying value, we recognize an impairment equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill. If the fair value of the indefinite-lived intangible asset is less than the carrying value, we recognize an impairment equal to the difference.

The fair value of our definite-lived intangible assets is determined using both the market approach and income approach, utilizing Level 3 inputs. We review our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If circumstances require a definite-lived intangible asset or its asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that definite-lived intangible asset or asset group to its carrying amount. If the carrying amount of the definite-lived intangible asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value.

Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives:


Asset Class		Useful Life
Non-competition agreements		3 years
Supplier relationships		4 years
Developed technology		3-5 years
Customer relationships		3-5 years

The useful lives of definite-lived intangible assets are

re-assessed

whenever events or business circumstances indicate a change in life has occurred.

During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our goodwill, indefinite-lived intangible asset, and definite-lived intangible assets for impairment, and we recorded an impairment charge as a result of those assessments. Refer to Note 8,

Impairments

, for additional information.

Business Combinations

— During 2019, we completed an acquisition of Fanxchange Limited, which we accounted for using the acquisition method of accounting. See Note 6,

Acquisition.

Identifiable assets acquired and liabilities assumed were recognized and measured as of the acquisition date at fair value. Additionally, any contingent consideration was recorded at fair value on the acquisition date and classified as a liability. The Company recognized goodwill to the extent the consideration transferred exceeded the recognized basis of the identifiable assets acquired, net of assumed liabilities. Management exercised judgement in determining the fair value of assets acquired and liabilities assumed, which involved the use of significant estimates and assumptions, including future cash flows, discount rates, and asset lives.

Internal-use

Software

— The Company incurs costs related to

internal-use

software and website development. Costs incurred in both the preliminary project stage and post-implementation stage of development are expensed as incurred. Qualifying development costs, including those incurred for upgrades and enhancements that result in additional functionality to existing software, are capitalized. Capitalized development costs are classified as Intangible assets – net on the Consolidated Balance Sheets and amortized using the straight-line method over the estimated useful life of the applicable software. The amortization is presented in Depreciation and amortization expense in the Statements of Operations and Comprehensive Loss.

Accrued Customer Credits

— We may issue credits to customers for cancelled events that can be applied to future purchases on our marketplace. The amount recognized in Accrued expenses and other current liabilities in the Consolidated Balance Sheets represents the balance owed to customers on credit. Breakage income from customer credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used. When customer credits are used to make a purchase, revenue is recognized.

Accrued Future Customer Compensation

— Provisions for accrued future customer compensation are included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets and represent compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. The expected recoveries of these obligations are included in Prepaid expenses and other current assets. These provisions are based on historic experience and recent revenue volumes and are recognized as a component of Revenue. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material to the consolidated financial statements.

Taxes

— The Company is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the Company’s taxable income or loss is passed through to and included in the taxable income of its members. Accordingly, no income tax expense has been recorded for federal, state and local jurisdictions. Certain states and localities have gross receipts taxes, franchise taxes and minimum filings taxes that are assessed on pass-through entities. The Company is subject to these taxes and recognized expense for $831 thousand and $230 thousand for the years ended December 31, 2019 and 2020, respectively. The expense is presented in General and administrative expenses in the Statements of Operations and Comprehensive Loss.

The Company is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of the Company would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that the Company would pay an “imputed underpayment” including interest and penalties, if applicable. The Company may instead elect to make a

“push-out”

election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns.

The Hoya Intermediate, LLC Agreement stipulates that, if the Company receives an imputed underpayment, each Unit holder shall promptly file an amended tax return and pay any tax and interest due.

As of December 31, 2019 and 2020, there were no uncertain tax positions taken or expected to be taken that would require recognition of a liability in the consolidated financial statements. The Company is subject to routine audits by taxing jurisdictions. The periods subject to tax audits are 2017 through 2020. There are currently no audits for any tax periods in progress.

Debt

— Term debt is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. Deferred borrowing costs and discounts are amortized to interest expense over the terms of the respective borrowings using the effective interest method.

Derivatives —

The Company recognizes derivatives on the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of the gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company formally evaluates, both at the inception of the hedge and quarterly, whether the derivative financial instrument is highly effective in offsetting changes in cash flows of the related underlying exposure.

For derivatives that are designated as, and meet all the required criteria for, a cash flow hedge, the net interest payments are recorded in Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss and the remaining changes in the fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Consolidated Balance Sheets and reclassified into earnings as the underlying hedged item affects earnings.

Derivative instruments are classified within Prepaid expenses and other current assets or Other liabilities in the Consolidated Balance Sheets depending on the nature of the balance at the end of the period.

Fair Value of Financial Instruments

— Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of our financial instruments is disclosed based on the fair value hierarchy using the following three categories:

Level

— Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level

— Measurements that include other inputs that are directly or indirectly observable in the marketplace.

Level

— Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment.

Equity-Based Compensation

— Certain members of management have been awarded grants of common units of our parent Hoya Topco, LLC or Phantom units in a cash bonus pool. Under the Accounting Standard Codification (“ASC”) 718,

Compensation–Stock Compensation

, and ASC 480,

Distinguishing Liabilities from Equity

, the grants of common units meet the criteria to be recognized by Hoya Topco, LLC as equity-classified awards, whereas the grants of Phantom units meet the criteria to be recognized as liability-classified awards. Equity-classified awards include those that may be settled either in a determinable number of common units or in cash at the sole discretion of our parent. Liability-classified awards may only be settled in cash.

Equity-based compensation is measured at fair value on the grant date. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is the award’s vesting period, and an offsetting deemed contribution to equity to reflect these incentive units of our parent. Vesting of these awards is accelerated in the event of a change in control of Hoya Topco, LLC. The Company accounts for forfeitures as they occur.

A market-based approach was used to determine the total equity value of our parent and allocate the resulting value between classes using an option pricing model to determine the grant date fair value of employee grants. The exercise prices used are based on various scenarios considering the waterfall payout structure of the units that exists at the Hoya Topco, LLC level.

For liability-based compensation with service and performance conditions, the Company recognizes a liability for the fair value of the outstanding units only when the Company concludes it is probable that the performance condition will be achieved. As of December 31, 2019 and 2020, it is not probable the performance condition will be achieved.

Net Loss Per Unit Attributable to Common Unit holders

— Basic earnings/loss per unit is computed by dividing the net loss attributable to common unit holders by the weighted-average number of common units outstanding during the period. Diluted earnings/loss per unit is computed by giving effect to all potentially dilutive common equivalent units outstanding for the period. In periods of a net loss, common equivalent units are excluded from the calculation of diluted earnings/loss per unit, because their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, diluted earnings/loss per unit is equal to basic earnings/loss per unit, as the dilutive common equivalent units are not assumed to have been issued if their effect is antidilutive.

Segment Reporting —

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company has determined it has two operating and reportable segments: Marketplace and Resale.

Revenue Recognition

— The Company recognizes revenue in accordance with ASC Topic 606,

Revenue from Contracts with Customers

(“ASC 606”). The Company adopted ASC 606 effective January 1, 2019, using the full retrospective transition method.

The Company reports revenue on a gross or net basis based on management’s assessment of the Company acting as a principal or agent in the transaction. The determination of the Company acting as a principal or an agent in a transaction is based on the evaluation of control over the ticket, including the right to sell the ticket, before it is transferred to the ticket buyer.

Marketplace

The Company acts as an intermediary between ticket sellers and ticket buyers in its secondary marketplace. Revenue primarily consists of service fees from ticketing operations and is reduced by incentives provided to ticket buyers.

The Company has one primary performance obligation, facilitating the Marketplace transaction between the ticket seller and ticket buyer, which is satisfied at the time the order is confirmed. In this transaction, the Company acts as an agent as it does not control the ticket prior to it transferring to the ticket buyer.

Revenue is recognized net of the amount due to the seller when the ticket seller confirms an order with the ticket buyer, at which point the seller is obligated to deliver the tickets to the buyer in accordance with the original marketplace listing. Payment from the buyer is due at the time of sale.

The Company’s sales terms provide that the Company will compensate the buyer for the total amount of the purchase if an event is cancelled, the ticket is invalid, or if the ticket is delivered after the promised time. The Company has determined this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The revenue reversal is reflected within Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the buyer has yet to be compensated. The Company estimates the customer compensation liability, and corresponding charge against revenue, using the expected value method, which best predicts customer compensation for future cancellations. To the extent we estimate that a portion of the refund is recoverable from the ticket seller, we record the recovery as revenue to align with the net presentation of the original transaction. The timing of event cancellations and rescheduling of postponed events versus new sales transactions can result in customer compensation costs exceeding current period sales resulting in negative marketplace revenue for that period.

The Company also earns referral commissions on purchases of third-party insurance services by ticket buyers at the time of sale of the associated ticket on the Marketplace platform. Referral commissions are recognized as revenue when the ticket buyer makes a purchase from the third-party merchant during customer checkout. Payment from the third-party provider is due to the Company net 30 from when invoiced. This revenue is included within all categories of Marketplace disaggregated revenue described in Note 3,

Revenue Recognition.

Resale

The Company sells tickets it owns on secondary ticket marketplaces. The Resale business has one performance obligation, which is to transfer control of a live event ticket to a ticket buyer once an order has been confirmed.

The Company acts as a principal in these transactions as it owns the ticket and therefore controls the ticket prior to transferring the ticket to the customer. Revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed in the secondary ticket marketplace. Payment from the marketplace is typically due upon delivery of the ticket or after the event has passed.

Secondary marketplace terms and conditions require sellers to repay amounts received for events that are cancelled or tickets that are invalid or delivered after the promised time. The Company has determined that this obligation is a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The Company recognizes a liability for known and estimated cancellation charges within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The Company estimates the future customer compensation liability, and corresponding charge against revenue, using the expected value method. To the extent we estimate that a portion of the charge is recoverable from the event host, we record the estimated recovery asset to Prepaid expenses and other current assets.

When the Company’s Resale business sells a ticket on its own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues.

Deferred Revenue

Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following year.

The Company’s loyalty program allows customers to earn credits on certain purchases and then redeem those credits on future transactions. The credits earned in the program represent a material right to the customer and constitute an additional performance obligation of the Company. As such, the Company defers revenue based on expected future usage and recognizes the deferred revenue as credits are redeemed. Breakage income from

credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used.

Cash received for contingent events, such as postseason sporting events, is initially recorded as Deferred revenue in the Consolidated Balance Sheets and is recognized as revenue when the contingency is resolved.

Advertising Costs

— The Company utilizes various forms of advertising, including paid search, sponsorship agreements,

e-mail

marketing, and other forms of media. Advertising costs are expensed as incurred and were $175,926 thousand and $37,524 thousand for the years ended December 31, 2019 and 2020, respectively. Advertising costs are presented as part of Marketing and selling expense in the Consolidated Statements of Operations and Comprehensive Loss.

Shipping and Handling

— Shipping and handling charges to customers are included in Revenues in the Consolidated Statements of Operations and Comprehensive Loss. Shipping and handling costs incurred by the Company are treated as fulfillment activities, and as such are included in Cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. These costs are accrued upon recognition of revenue.

Immaterial Correction of an Error in Prior Periods

— The Company identified immaterial errors related to the classification of information technology expenses that impacted its previously issued financial statements. Previously, the Company classified information technology expenses entirely within General and administrative expenses in its Consolidated Statements of Operations and Comprehensive Loss. The Company subsequently determined that a portion of its information technology expenses are directly attributable to its revenue-generating activities and should be classified within Cost of revenues. In accordance with FASB Accounting Standards Codification 250,

Accounting Changes and Error Corrections

, the Company evaluated the materiality of the errors from quantitative and qualitative perspectives, concluding that the errors were immaterial to the Company’s financial statements.

The Company has adjusted for these errors by revising its financial statements presented herein. The correction resulted in an increase to Cost of revenues of $2,669 thousand and $1,753 thousand for the years ended December 31, 2019 and 2020, respectively, with corresponding reductions to General and administrative expenses. The increase to Cost of revenues resulted in a decrease to Marketplace and Resale contribution margin of $2,324 thousand and $345 thousand, respectively, for the year ended December 31, 2019, and a decrease to Marketplace and Resale contribution margin of $1,468 thousand and $285 thousand, respectively, for the year ended December 31, 2020. Refer to Note 5,

Segment Reporting

, for additional detail on the Company’s segment reporting. The effect of the errors did not impact Loss from operations, Net loss, the Consolidated Balance Sheets, the Consolidated Statements of Cash Flows, or the Consolidated Statements of Redeemable Preferred Units and Members’ Equity (Deficit).

Recent Accounting Pronouncements

non-public

Accounting pronouncements recently adopted

Cloud Computing Arrangements

— In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)

2018-15,

Cloud Computing Arrangements

, which aligns the

accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining

internal-use

software. The Company adopted ASU

2018-15

effective January 1, 2020 and the impact of adoption was not material to the Company’s consolidated financial statements.

Issued accounting standards not yet adopted

Leases

— In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

, which requires lessees to recognize a

right-of-use

asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease) in the Consolidated Balance Sheets. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. ASU

2020-05,

Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities,

deferred the effective date for

non-public

companies. ASU

2016-02

is effective for fiscal periods beginning after December 15, 2021. The Company elected the extended transition period available to emerging growth companies and is currently evaluating the effect of adoption of the standard on the Company’s consolidated financial statements and related disclosures.

Financial Instruments-Credit Losses

— In June 2016, the FASB issued ASU

2016-13,

Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

2019-10,

Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates

, deferred the effective date for

non-public

companies. The standard is effective for

non-public

Reference Rate Reform

— In March 2020, the FASB issued ASU

2020-04,

Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting

, as modified in January 2021. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. The optional amendments are effective for all entities as of March 12, 2020 and can be adopted through December 31, 2022. The Company has not yet decided the date of adoption of this standard. LIBOR is used to calculate the interest on borrowings under the Company’s June 2017 First Lien Loan and May 2020 First Lien Loan. The Company is currently evaluating whether this guidance will have a significant impact on its consolidated financial statements and related disclosures.

Revenue Recognition

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Revenue Recognition

3. R

EVENUE

ECOGNITION

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606. The Company has two reportable segments: Marketplace and Resale.

Within the Marketplace segment, the Company earns revenue by acting as an intermediary between ticket sellers and ticket buyers. In this capacity, the Company recognizes revenue for transactions occurring on its website and mobile app (Owned Properties), in addition to fees generated through the sale of tickets on partner sites using the Company’s platform (Private Label).

During the three and nine months ended September 30, 2020 and 2021, Marketplace revenues consisted of the following (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2021		2020		2021
Marketplace revenues:
Owned Properties	$	(2,519	)	$	96,169	$	21,601	$	198,900
Private Label		(3,313	)		24,296		1,510		48,206

Total Marketplace revenues	$	(5,832	)	$	120,465	$	23,111	$	247,106

During the three and nine months ended September 30, 2020 and 2021, Marketplace revenues consisted of the following event categories (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2021		2020			2021
Marketplace revenues:
Concerts	$	(3,455	)	$	55,343	$	20,769		$	112,200
Sports		(1,565	)		53,485		(1,636	)		115,628
Theater		(828	)		11,131		3,742			18,429
Other		16			506		236			849

Total Marketplace revenues	$	(5,832	)	$	120,465	$	23,111		$	247,106

Within the Resale segment, the Company sells tickets it holds in inventory on resale ticket marketplaces. Resale revenues were $(1,250) thousand and $10,571 thousand during the three and nine months ended September 30, 2020, respectively, and $19,073

thousand and $32,044 thousand during the three

and nine

months ended September 30

, 2021

, respectively.

At December 31, 2019, $5,932 thousand was recorded as deferred revenue, of which $61 thousand and $3,439 thousand were recognized as revenue during the three and nine months ended September 30, 2020, respectively. At December 31, 2020, $5,956 thousand was recorded as deferred revenue, of which $994 thousand and $2,609 thousand were recognized as revenue during the three and nine months ended September 30, 2021, respectively. At September 30, 2021, Deferred revenue in the Condensed Consolidated Balance Sheets was $20,523 thousand, which primarily relates to Vivid Seats Rewards, the Company’s loyalty program. The Company offers a loyalty program in which customers generate credits toward future purchases on the Vivid Seats website or mobile app.

Deferred revenue for contingent events at December 31, 2020 and September 30, 2021 was immaterial.

3. R

EVENUE

ECOGNITION

The Company recognizes revenue in accordance with ASC 606. The Company has two reportable segments: Marketplace and Resale.

During 2019 and 2020, Marketplace revenues consisted of the following (in thousands):


	Years Ended December 31,
	2019		2020
Marketplace revenues:
Owned Properties	$	329,262	$	24,188
Private Label		74,383		(907	)

Total Marketplace revenues	$	403,645	$	23,281

When assessing the performance of the business, the Company’s CODM also reviews Marketplace revenues generated by event category. During 2019 and 2020, Marketplace revenues consisted of the following event categories (in thousands):


	Years Ended December 31,
	2019		2020
Marketplace revenues:
Concerts	$	187,753	$	15,775
Sports		169,577		3,484
Theater		44,754		3,759
Other		1,561		263

Total Marketplace revenues	$	403,645	$	23,281

Within the Resale segment, the Company sells tickets it owns on secondary ticket marketplaces, including its own website and mobile app. Resale revenues were $65,280 thousand and $11,796 thousand during for the years ended December 31, 2019 and 2020, respectively, and are presented in Revenues in the Consolidated Statements of Operations and Comprehensive Loss.

At December 31, 2019, $5,932 thousand was recorded as deferred revenue, of which $3,560 thousand was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $5,956 thousand. The Company’s deferred revenue balance primarily relates to the loyalty program and is presented in Deferred revenue in the Consolidated Balance Sheets.

Deferred revenue for contingent events at December 31, 2019 and 2020 was immaterial.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Segment Reporting

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Segment Reporting [Line Items]

Segment Reporting

4. S

EGMENT

EPORTING

Our reportable segments are Marketplace and Resale. Through the Marketplace segment, the Company acts as an intermediary between ticket sellers and ticket buyers within its secondary ticket marketplace. Through the Resale segment, the Company acquires tickets from primary sellers, which it then sells through secondary ticket marketplaces. Revenues and contribution margin are used by the Company’s Chief Operating Decision Maker (“CODM”) to assess performance of the business. The Company defines contribution margin as revenues less cost of revenues and marketing and selling expenses.

We do not report our assets, capital expenditures, or related depreciation and amortization expenses by segment, because our CODM does not use this information to evaluate the performance of our operating segments.

The following table represents our segment information for the three and nine months ended September 30, 2020 (in thousands):


	Three Months Ended September 30, 2020									Nine Months Ended September 30, 2020
	Marketplace			Resale			Consolidated			Marketplace			Resale		Consolidated
Revenues	$	(5,832	)	$	(1,250	)	$	(7,082	)	$	23,111		$	10,571	$	33,682
Cost of revenues (exclusive of depreciation and amortization shown separately below)		949			(570	)		379			12,497			9,813		22,310
Marketing and selling		1,511			—			1,511			35,092			—		35,092

Contribution margin	$	(8,292	)	$	(680	)		(8,972	)	$	(24,478	)	$	758		(23,720	)
General and administrative								12,854								53,452
Depreciation and amortization								80								48,057
Impairment charges								—								573,838

Loss from operations								(21,906	)							(699,067	)
Interest expense—net								18,310								41,076
Loss on extinguishment of debt								—								685

Net loss							$	(40,216	)						$	(740,828	)

The following table represents our segment information for the three and nine months ended September 30, 2021 (in thousands):


	Three Months Ended September 30, 2021							Nine Months Ended September 30, 2021
	Marketplace		Resale		Consolidated			Marketplace		Resale		Consolidated
Revenues	$	120,465	$	19,073	$	139,538		$	247,106	$	32,044	$	279,150
Cost of revenues (exclusive of depreciation and amortization shown separately below)		15,694		14,781		30,475			32,101		22,285		54,386
Marketing and selling		50,371		—		50,371			104,748		—		104,748

Contribution margin	$	54,400	$	4,292		58,692		$	110,257	$	9,759		120,016
General and administrative						42,509							87,486
Depreciation and amortization						711							1,506

Income from operations						15,472							31,024
Interest expense - net						17,319							50,477

Net loss					$	(1,847	)					$	(19,453	)

5. S

EGMENT

EPORTING

For all periods presented, our reportable segments are Marketplace and Resale. Through the Marketplace segment, the Company acts as an intermediary between ticket sellers and ticket buyers within its secondary marketplace. Through the Resale segment, the Company generates revenue by acquiring tickets from primary sellers, which it then sells through secondary ticket marketplaces. Revenues and contribution margin are used by the Company’s CODM to assess performance of the business. The Company defines contribution margin as revenues less cost of revenues and marketing and selling expenses.

We do not report our assets, capital expenditures, or related depreciation and amortization expenses by segment, because our CODM does not use this information to evaluate operating segments. The following table represents our segment information for the year ended December 31, 2019 (in thousands):


	Marketplace		Resale		Consolidated
Revenues	$	403,645	$	65,280	$	468,925
Cost of revenues (exclusive of depreciation and amortization shown separately below)		52,857		53,146		106,003
Marketing and selling		178,446		—		178,446

Contribution margin	$	172,342	$	12,134		184,476
General and administrative						101,335
Depreciation and amortization						93,078

Loss from operations						(9,937	)
Interest expense — net						41,497
Loss on extinguishment of debt						2,414

Net loss					$	(53,848	)

The following table represents our segment information for the year ended December 31, 2020 (in thousands):


	Marketplace			Resale		Consolidated
Revenues	$	23,281		$	11,796	$	35,077
Cost of revenues (exclusive of depreciation and amortization shown separately below)		13,741			10,949		24,690
Marketing and selling		38,121			—		38,121

Contribution margin	$	(28,581	)	$	847		(27,734	)
General and administrative							66,199
Depreciation and amortization							48,247
Impairment charges							573,838

Loss from operations							(716,018	)
Interest expense — net							57,482
Loss on extinguishment of debt							685

Net loss						$	(774,185	)

Substantially all of the Company’s sales occur and assets reside in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (e)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Goodwill and Intangible Assets

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Goodwill And Intangible Assets Disclosure [Line Items]

Goodwill and Intangible Assets

5. G

OODWILL

AND

NTANGIBLE

SSETS

Definite-lived intangible assets consist entirely of developed technology, which had a net carrying amount of $2,358 thousand and $7,436 thousand at December 31, 2020 and September 30, 2021, respectively. At December 31, 2020 and September 30, 2021, accumulated amortization related to the Company’s developed technology was $264 thousand and $1,744 thousand, respectively. The Company’s developed technology has a useful life of 3 to 5 years. Prior to its impairment, recorded during the nine months ended September 30, 2020, the Company’s definite-lived intangible assets included supplier relationships, customer relationships, and

non-compete

agreements, in addition to developed technology.

The net changes in the carrying amounts of the Company’s intangible assets and goodwill during the nine months ended September 30, 2020 were as follows (in thousands):


	Definite-lived Intangible Assets			Trademark			Goodwill
Balance at January 1, 2020	$	149,948		$	143,400		$	1,060,428
Capitalized development costs		6,039			—			—
Impairment		(107,365	)		(78,734	)		(377,101	)
Disposals		(124	)		—			—
Amortization		(47,178	)		—			—

Balance at September 30, 2020	$	1,320		$	64,666		$	683,327

The net changes in the carrying amounts of the Company’s intangible assets and goodwill during the nine months ended September 30, 2021 were as follows (in thousands):


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2021	$	2,358		$	64,666	$	683,327
Capitalized development costs		6,558			—		—
Amortization		(1,480	)		—		—

Balance at September 30, 2021	$	7,436		$	64,666	$	683,327

The Company had $563,200 thousand of cumulative impairment to its intangible assets and goodwill as of December 31, 2020 and September 30, 2021.

7. G

OODWILL

AND

NTANGIBLE

SSETS

The Company has two operating segments, Marketplace and Resale, which consist of a single reporting unit each. The Company’s goodwill is recorded on the Company’s Marketplace operating segment and reporting unit.

Definite-lived intangible assets consisted of the following at December 31, 2019 and 2020 (in thousands):


	December 31, 2019							December 31, 2020
	Cost		Accumulated Amortization			Net Carrying amount		Cost		Accumulated Amortization			Net Carrying amount
Developed Technology	$	158,759	$	(75,458	)	$	83,301	$	2,622	$	(264	)	$	2,358
Supplier Relationships		137,200		(84,612	)		52,588		—		—			—
Customer Relationships		71,300		(58,134	)		13,166		—		—			—
Non-compete Agreements		5,360		(4,467	)		893		—		—			—

Total definite-lived intangibles assets	$	372,619	$	(222,671	)	$	149,948	$	2,622	$	(264	)	$	2,358

The net changes in the carrying amounts of the Company’s intangible assets and goodwill were as follows (in thousands):


	Definite-lived Intangible Assets			Trademark			Goodwill
Balances at January 1, 2019	$	224,777		$	143,400		$	1,039,184
Acquisition		9,700			—			21,244
Capitalized development costs		7,949			—			—
Disposals		(983	)		—			—
Amortization		(91,495	)		—			—

Balances at December 31, 2019		149,948			143,400			1,060,428
Capitalized development costs		7,264			—			—
Impairment		(107,365	)		(78,734	)		(377,101	)
Disposals		(124	)		—			—
Amortization		(47,365	)		—			—

Balances at December 31, 2020	$	2,358		$	64,666		$	683,327

Amortization expense on the definite-lived intangible assets was $91,495 thousand and $47,365 thousand for the years ended December 31, 2019 and 2020, respectively, and is presented in Depreciation and amortization expense in the Statements of Operations and Comprehensive Loss.

The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2020 is as follows (in thousands):


2021	$	872
2022		872
2023		614

Total	$	2,358

The Company recorded an impairment to its goodwill and intangible assets during 2020. Refer to Note 8,

Impairments,

for additional information. There were no impairments recorded during 2019.

Impairments

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Acquired Finite-Lived Intangible Assets [Line Items]

Impairments

6. I

MPAIRMENTS

The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired. Definite-lived intangible assets and other long-lived assets are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable.

During the second quarter of 2020, the Company identified the

COVID-19

pandemic as a triggering event for its long-lived assets, goodwill, indefinite-lived trademark, and definite-lived intangible assets. Due to global social distancing efforts

put in place to mitigate the spread of the virus, and compliance with restrictions enacted by various governmental entities, most live events during 2020 were either postponed or cancelled

. Consequently, the Company experienced a significant reduction of revenue during the nine months ended September 30, 2020.

The following summarizes the impairment charges recorded by the Company during the nine months ended September 30, 2020 (in thousands):


Goodwill	$	377,101
Indefinite-lived trademark		78,734
Definite-lived intangible assets		107,365
Property and equipment		3,670
Personal seat licenses		6,968

Total impairment charges	$	573,838

8. I

MPAIRMENTS

As disclosed in Note 2,

Significant Accounting Policies

, the Company assesses goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired. Definite-lived intangible assets and other long-lived assets are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable.

During the second quarter of 2020, the Company identified the

COVID-19

pandemic as a triggering event for its long-lived assets, goodwill, indefinite-lived trademark, and definite-lived intangible assets. Due to global social distancing efforts, put in place to mitigate the spread of the virus, and compliance with restrictions enacted by various governmental entities, most live events during 2020 were either postponed or cancelled. Consequently, the Company experienced a significant reduction of revenue during the second quarter of 2020, which continued through the remainder of the year. The Company anticipates that the

COVID-19

pandemic and mitigation policies enacted by governmental entities will continue to have a material impact on its cash flows.

The following summarizes the impairment charges recorded by the Company during the second quarter of 2020 (in thousands):


Goodwill	$	377,101
Indefinite lived trademark		78,734
Definite lived intangible assets		107,365
Property and equipment		3,670
Personal seat licenses		6,968

Total impairment charges	$	573,838

Long-lived asset impairments

The Company assessed its long-lived assets for potential impairment during the second quarter of 2020. ASC 360,

Property, Plant, and Equipment

, requires an impairment loss to be recognized for a long-lived asset if the carrying amount of the asset is not recoverable and exceeds its fair value. In accordance with ASC 360, the Company classifies its long-lived assets as a single asset group, which consists primarily of property and equipment,

right-of-use

lease assets, personal seat licenses, and definite-lived intangible assets.

For the fair value of the asset group, we compared the expected future undiscounted cash flows associated with the asset group to the long-lived asset group’s carrying value and concluded that the carrying value was not recoverable. The Company then measured the fair value of the asset group using a discounted cash flow model. The significant estimates used in the undiscounted and discounted cash flow models include projected operating cash flows; forecasted capital expenditures and working capital needs; rates of long-term growth; and the

discount rate (in the discounted cash flow model). The significant unobservable inputs included forecasted revenues which reflected significant declines in earlier years as a result of the pandemic and included estimates regarding when revenue would return to

pre-pandemic

levels. The significant unobservable inputs also included forecasted costs, capital expenditures, and working capital needs which were informed by actual historical experience and estimates of the timing of when live events would return to

pre-pandemic

levels. Refer to Note 12,

Fair Value,

for quantitative disclosure of significant unobservable inputs. As a result, the Company recorded an impairment of $118,003 thousand, of which $107,365 thousand was related to definite-lived intangible assets. The impairment is presented in Impairment charges in the Consolidated Statements of Operations and Comprehensive Loss.

Indefinite-lived trademark and goodwill impairments

During the second quarter of 2020, the Company determined that the estimated carrying value of its indefinite-lived trademark was in excess of its fair value. The fair value of the indefinite-lived trademark asset, classified as a Level 3 measurement, was measured using the relief-from-royalty method. This methodology involves estimating reasonable royalty rates for the trademarks, applying the royalty rate to a net sales stream, and utilizing the discounted cash flow method. The Company utilized a 2.0% royalty rate, consistent with the rate used in the initial valuation of the trademark. The Company recorded an impairment charge of $78,734 thousand related to the indefinite-lived trademark. The impairment charge is presented in Impairment charges in the Consolidated Statements of Operations and Comprehensive Loss.

As part of the goodwill impairment assessment performed during the second quarter of 2020, the Company determined that the carrying value of its Marketplace reporting unit exceeded its estimated fair value, resulting in a goodwill impairment charge of $377,101 thousand, which is presented in Impairment charges in the Consolidated Statements of Operations and Comprehensive Loss. The fair value estimate of our reporting units was based on a blended analysis of the present value of future discounted cash flows and market value approach, using Level 3 inputs. The significant estimates used in the discounted cash flow models are projected operating cash flows; forecasted capital expenditures and working capital needs; weighted average cost of capital; and rates of long-term growth. These estimates considered the recent deterioration in financial performance of the reporting units, as well as the anticipated rate of recovery, and implied risk premiums based on the market prices of our equity and debt as of the assessment date. The significant estimates used in the market multiple valuation approach include identifying business factors; such as size, growth, profitability, risk and return on investment; and assessing comparable revenue and earnings multiples. Following the impairment charge, the carrying value of the Marketplace reporting unit’s goodwill was $683,327 thousand. In accordance with its annual

re-assessment,

the Company assessed its goodwill and indefinite-lived trademark for impairment as of October 31, 2020, determining no further impairment had occurred.

The Company’s goodwill and indefinite-lived trademark constitute nonfinancial assets measured at fair value on a nonrecurring basis. These nonfinancial assets are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820,

Fair Value Measurement

(“ASC 820”).

Acquisition

12 Months Ended

Dec. 31, 2020

Hoya Intermediate, LLC

Business Acquisition [Line Items]

Acquisition

6. A

CQUISITION

On April 11, 2019, the Company acquired all of the outstanding equity of Fanxchange Limited, a Canadian-based online ticket distribution marketplace, for total consideration of $31,118 thousand, net of cash acquired. This

acquisition served to complement the Company’s marketplace with its distribution partners and technology. As it was a business combination in accordance with ASC 805,

Business Combinations

, it was accounted for using the acquisition method of accounting. The purchase price was finalized in 2019.

Transaction costs incurred related to this acquisition were immaterial and were recognized as a period expense within General and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

The following table summarizes the consideration paid and the fair values of the assets acquired, and liabilities assumed (in thousands):


Allocation of purchase price
Cash and cash equivalents	$	3,130
Other current assets		776
Property and equipment		277
Intangible asset — developed technology		4,900
Intangible assets — other		4,800
Goodwill		21,244

Total assets acquired		35,127
Current liabilities assumed		879
Net assets acquired	$	34,248

Prepaid Expense And Other Current Asset

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Prepaid Expense And Other Current Assets

7. P

REPAID

EXPENSES

AND

OTHER

CURRENT

ASSETS

Prepaid expenses and other current assets at December 31, 2020 and September 30, 2021 consist of the following (in thousands):


	December 31,		September 30,
	2020		2021
Recovery of future customer compensation	$	75,257	$	83,204
Insurance recovery asset		2,500		2,980
Capitalized transaction costs		—		5,148
Prepaid expenses		2,309		5,428

Total prepaid expenses and other current assets	$	80,066	$	96,760

Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs increased by $7,947 thousand in the first nine months of 2021, due to the increased volume of sales transactions for future events occurring on our platform.

Capitalized transaction costs consist of advisory, banking, legal and accounting fees incurred by the Company, which are directly attributable to the Merger Transaction.

9. P

REPAID

EXPENSES

AND

OTHER

CURRENT

ASSETS

Prepaid expenses and other current assets at December 31, 2019 and 2020 consist of the following (in thousands):


	2019		2020
Recovery of future customer compensation	$	6,662	$	75,257
Insurance recovery asset		—		2,500
Prepaid expenses		5,410		2,309

Total prepaid expenses and other current assets	$	12,072	$	80,066

Accrued Expenses and other Current liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Payables And Accruals [Line Items]

Accrued Expenses and other Current liabilities

8. A

CCRUED

XPENSES

AND

THER

URRENT

IABILITIES

Accrued expenses and other current liabilities at December 31, 2020 and September 30, 2021 consist of the following (in thousands):


	December 31,		September 30,
	2020		2021
Accrued marketing expense	$	1,086	$	24,228
Accrued tax		16,913		52,582
Accrued customer credits		125,481		132,921
Accrued future customer compensation		94,061		100,230
Other		18,593		30,166

Total accrued expenses and other current liabilities	$	256,134	$	340,127

Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, which is recognized in proportion to the pattern of redemption for the customer credits. During the nine months ended September 30, 2021, customer credits of $40,274 thousand were redeemed.

Accrued future customer compensation represents an estimate of the amount of customer compensation due from cancellation charges in the future. These provisions are based on historic experience, recent revenue volumes, and management’s estimate of the likelihood of future event cancellations and are recognized as a component of Revenues. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. Accrued marketing expense, accrued tax and accrued future customer compensation increased in the first nine months of 2021, due primarily to the increased volume of sales transactions occurring on our platform. Refer to Note 11,

Commitments and Contingencies,

for further discussion of the accrued tax expense.

10. A

CCRUED

XPENSES

AND

OTHER

CURRENT

LIABILITIES

Accrued expenses and other current liabilities at December 31, 2019 and 2020 consist of the following (in thousands):


	2019		2020
Marketing expense	$	12,044	$	1,086
Accrued tax		10,194		16,913
Accrued customer credits		—		125,481
Accrued future customer compensation		10,157		94,061
Other		27,613		18,593

Total accrued expenses and other current liabilities	$	60,008	$	256,134

Customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, which is recognized in proportion to the pattern of redemption for the customer credits.

Future customer compensation represents an estimate of the amount of customer compensation due from cancellations in the future. These provisions are based on historic experience and recent revenue volumes and are recognized as a component of Revenues. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material to the consolidated financial statements.

Financial instruments

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Financial Instruments

9. F

INANCIAL

NSTRUMENTS

Derivatives

The financial instruments entered into by the Company are typically executed

over-the-counter.

All financial instruments were measured at fair value on a recurring basis. The fair value is derived from discounted cash flows adjusted for nonperformance risk. The fair value models primarily use market observable inputs and, therefore, are classified as Level 2 assets. These models incorporate a variety of factors, including, where applicable, maturity, interest rate yield curves, and counterparty credit risks. The credit valuation adjustment associated with the derivatives, related to the likelihood of default by the Company and the counterparty, was not significant to the overall valuation. Refer to Note 10,

Fair Value

, for additional disclosure regarding fair value measurements.

Interest Rate Swaps

On November 10, 2017, the Company purchased

pay-fixed,

receive-float interest rate swaps with a combined notional value of $520,688 thousand on September 30, 2020. The interest rate swaps matured on September 30, 2020. The interest rate swaps had a fixed rate of 1.9%. The interest rate swaps were purchased to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan.

The objective in using the swaps was to add stability to interest expense and to manage the exposure to interest rate movements. The interest rate swaps are designated as effective cash flow hedges involving the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount.

The Company performed a regression analysis at inception of the hedging relationship to assess the effectiveness. The design of the regression analysis addresses the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate swaps over historical months. The changes in the fair value of the hedge instrument and the hedged item over the historical months demonstrated the effectiveness of the hedge relationship as the prospective and retrospective test. On an ongoing basis, the Company assessed hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through its maturity date.

The amount recognized in Interest expense — net in the Condensed Consolidated Statements of Operations and

Comprehensive

Loss

was $2,241 thousand and $4,291 thousand of expense for the three and nine months ended September 30, 2020, respectively.

Interest Rate Cap

On November 26, 2018, the Company entered into an interest rate cap with an effective date of September 30, 2020

. The Company paid

1,030

thousand to enter into the cap. The notional value was $

516,750

thousand on September

2021

. The interest rate cap matured on September

2021

. The interest rate cap had a strike rate of

3.5

%. The interest rate cap was purchased to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan.

The objective in using the cap is to add stability to interest expense and to manage the exposure to interest rate movements. Interest rate caps involve the borrower paying the hedge provider an initial

one-time

fee in exchange for the hedge provider paying the borrower the excess of the floating interest rate payment above a strike rate, in the event that the floating interest rate is greater than the strike rate during the period between the effective date and maturity date.

The Company performed a regression analysis at inception of the hedging relationship to assess the effectiveness. The design of the regression analysis addressed the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate cap over historical months. Historical changes in the fair value of the hedge instrument and the underlying item demonstrated the effectiveness of the hedging relationship. On an ongoing basis, the Company assesses hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through September 30, 2021.

The interest rate cap is measured at fair value, which was zero at December 31, 2020 and September 30, 2021.

Effect of Derivative Contracts on Accumulated Other Comprehensive Loss (“AOCL”) and Earnings

Since the Company designated the financial instruments as effective cash flow hedges that qualify for hedge accounting, net interest payments are recorded in Interest expense – net in the Condensed Consolidated Statements of Operations and Comprehensive Loss, and unrealized gains or losses resulting from adjusting the financial

instruments to fair value are recorded as a component of Other comprehensive

loss

and subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings.

During the

three

and

nine

months ended September

2021

, the Company reclassified losses of $

309

thousand and $

822

thousand, respectively, into Interest expense

–

net from AOCL related to the interest rate cap. Cash flows resulting from settlements are presented as a component of cash flows from operating activities within the Condensed Consolidated Statements of Cash Flows.

The following table presents the effects of hedge accounting on AOCL for the three and nine months ended September 30, 2020 for interest rate contracts designated as cash flow hedges (in thousands):


	Three Months Ended September 30, 2020									Nine Months Ended September 30, 2020
	Interest rate swaps			Interest rate cap			Total			Interest rate swaps			Interest rate cap			Total
Beginning accumulated derivative loss in AOCL	$	(2,248	)	$	(1,030	)	$	(3,278	)	$	(887	)	$	(1,030	)	$	(1,917	)
Amount of gain recognized in AOCL		2,248			—			2,248			887			—			887
Less: Amount of loss reclassified from AOCL to income		—			—			—			—			—			—

Ending accumulated derivative loss in AOCL	$	—		$	(1,030	)	$	(1,030	)	$	—		$	(1,030	)	$	(1,030	)

The following table presents the effects of hedge accounting on AOCL for the three and nine months ended September 30, 2021 for interest rate contracts designated as cash flow hedges (in thousands):


	Three Months Ended September 30, 2021 Interest rate cap			Nine Months Ended September 30, 2021 Interest rate cap
Beginning accumulated derivative loss in AOCL	$	(309	)	$	(822	)
Amount of gain (loss) recognized in AOCL		—			—
Less: Amount of loss reclassified from AOCL to income		(309	)		(822	)

Ending accumulated derivative loss in AOCL	$	—		$	—

Accounts receivable

Due to the significant

COVID-19

pandemic related event cancellations experienced during 2020 and 2021, $23,418 thousand and $10,077 thousand of the Accounts receivable balance at December 31, 2020 and September 30, 2021, respectively, consisted of amounts due from marketplace ticket sellers, primarily for cancelled event tickets. There is a concentration of risk associated with that cohort of creditors due to the unfavorable impact of the

COVID-19

pandemic on the live event industry. We recorded an allowance for doubtful accounts of $5,715 thousand and $2,121 thousand at December 31, 2020 and September 30, 2021, respectively, to reflect potential challenges in collecting funds from marketplace ticket sellers. Write-offs were immaterial for the three and nine months ended September 30, 2020 and 2021.

11. F

INANCIAL

NSTRUMENTS

Derivatives

At December 31, 2019, we held interest rate swaps and an interest rate cap. At December 31, 2020, we held an interest rate cap. The financial instruments were assessed as highly effective at inception and hedge accounting was applied. As such, the net interest payments accrued each month are included in Interest expense – net in the Consolidated Statements of Operations and Comprehensive Loss and the change in fair value is recorded as a component of AOCL in the Consolidated Balance Sheets.

The financial instruments entered into by the Company are typically executed

over-the-counter.

Fair Value

, for additional disclosure regarding fair value measurements.

Interest Rate Swaps

On November 10, 2017, the Company purchased

pay-fixed,

receive-float interest rate swaps with a combined notional value of $520,688 thousand on September 30, 2020. The interest rate swaps were purchased to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan. The interest rate swaps had a fixed rate of 1.9% and a maturity date of September 30, 2020.

The Company performed a regression analysis at inception of the hedging relationship to assess the effectiveness. The design of the regression analysis addresses the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate swaps historically over historical months. The changes in the fair value of the hedge instrument and the hedged item over the historical months demonstrated the effectiveness of the hedge relationship as the prospective and retrospective test. On an ongoing basis, the Company assessed hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through its maturity date.

The interest rate swaps are recognized on a gross basis at fair value in the Consolidated Balance Sheets within Other liabilities at December 31, 2019. At December 31, 2019, interest rate swaps had a fair value of ($887) thousand. The amount recognized in Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss was $2,111 thousand of income and $4,291 thousand of expense for the years ended December 31, 2019 and 2020, respectively.

Interest Rate Cap

On November 26, 2018, the Company entered an interest rate cap with an effective date of September 30, 2020 and a maturity date of September 30, 2021. The Company paid $1,030 thousand to enter into the cap. The notional value was $518,719 thousand on December 31, 2020. The interest rate cap was purchased to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan. The interest rate cap has a strike rate of 3.5%.

one-time

The Company performed a regression analysis at inception of the hedging relationship to assess the effectiveness. The design of the regression analysis addressed the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate cap over historical months. The changes in the fair value of the hedge instrument and the hedged item over the historical months demonstrated the effectiveness of the hedge relationship. On an ongoing basis, the Company assesses hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through December 31, 2020.

The interest rate cap is measured at fair value and is recognized within Prepaid expenses and other current assets in the Consolidated Balance Sheets. The interest rate cap had a fair value of zero at December 31, 2019 and 2020.

The amount of loss expected to be reclassified into Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss within the next twelve months is $822 thousand.

Effect of Derivative Contracts on Accumulated Other Comprehensive Loss and Earnings

Since the Company designated the financial instruments as effective cash flow hedges that qualify for hedge accounting, net interest payments are recorded in Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss and unrealized gains or losses resulting from adjusting the financial

instruments to fair value are recorded as a component of Other comprehensive income/(loss) and subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings. During 2020, the Company reclassified losses of $208 thousand into Interest expense — net from Accumulated other comprehensive loss related to the interest rate cap. Cash flows resulting from settlements are presented as a component of cash flows from operating activities within the Consolidated Statements of Cash Flows.

The following table presents the effects of hedge accounting on Accumulated other comprehensive loss for the year ended December 31, 2019 for interest rate contracts designated as cash flow hedges (in thousands):


	January 1, 2019			Amount of Loss Recognized in AOCL			Less: Amount of Loss Reclassified from AOCL to Income		December 31, 2019
Interest rate swaps	$	5,720		$	(6,607	)	$	—	$	(887	)
Interest rate cap		(412	)		(618	)		—		(1,030	)

Total	$	5,308		$	(7,225	)	$	—	$	(1,917	)

The following table presents the effects of hedge accounting on Accumulated other comprehensive loss for the year ended December 31, 2020 for interest rate contracts designated as cash flow hedges (in thousands):


	December 31, 2019			Amount of Loss Recognized in AOCL		Less: Amount of Loss Reclassified from AOCL to Income			December 31, 2020
Interest rate swaps	$	(887	)	$	887	$	—		$	—
Interest rate cap		(1,030	)		—		(208	)		(822	)

Total	$	(1,917	)	$	887	$	(208	)	$	(822	)

Fair Value

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair Value

10. F

AIR

ALUE

Recurring

Our financial assets and liabilities are valued using market prices on both active markets (Level 1), less active markets (Level 2) and little or no market activity (Level 3). Level 1 instrument valuations are obtained from unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using other inputs that are directly or indirectly observable in the marketplace. Level 3 instrument valuations typically reflect management’s estimate of assumptions and are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We did not have any transfers of financial instruments between valuation levels during the three and nine months ended September 30, 2020 or 2021.

Cash and cash equivalents include all cash balances and highly liquid investments purchased with maturities of three months or less. The Company’s cash and cash equivalents consist primarily of domestic bank accounts, interest-bearing deposit accounts, and money market accounts managed by third-party financial institutions. Cash and cash equivalents are valued by the Company based on quoted prices in an active market, which represent a Level 1 measurement within the fair value hierarchy.

The fair value for our derivative instruments is based upon inputs corroborated by observable market data with similar tenors, which are considered Level 2 inputs. Refer to Note 9,

Financial Instruments,

for further details on our derivative instruments.

The Company’s June 2017 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace, therefore, the fair value is estimated on a Level 2 basis. At December 31, 2020, the June 2017 First Lien Loan had a fair value of $583,145 thousand as compared to the carrying amount of $609,080 thousand. At September 30, 2021, the June 2017 First Lien Loan had a fair value of $610,266 thousand as compared to the carrying amount of $606,204 thousand. We made a partial payment of $148,200 thousand on this loan in connection with, and using the proceeds from, the business combination. Refer to Note 14,

Subsequent Events

, for further information.

The Company’s May 2020 First Lien Loan is not

traded and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated by discounting the future cash flows using current interest rates at which similar borrowings with similar maturities would be made to borrowers with similar credit ratings.

The fair value was estimated assuming prepayment of the loan upon the loan’s third anniversary and is estimated on a Level 3 basis, as provided by ASC Topic 820,

Fair Value Measurement

. At December 31, 2020, the May 2020 First Lien Loan had a fair value of $319,850 thousand as compared to the carrying amount of $268,235 thousand. At September 30, 2021, the May 2020 First Lien Loan had a fair value of $324,193 thousand as compared to the carrying amount of $298,063 thousand. We repaid this loan in full in connection with, and using the proceeds from, the business combination. Refer to Note 14,

Subsequent Events

, for further information.

Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments.

Nonrecurring

Our

non-financial

assets, such as goodwill, intangible assets, and long-lived assets are measured at fair value on a nonrecurring basis, utilizing Level 3 inputs. The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements:


Significant Unobservable Inputs		Range (Weighted Average)
Discount rate		12.5% - 13.5% (13.0%)
Long-term growth rate		2.5% - 3.5% (3.0%)

The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands):


	Goodwill			Trademark
50 basis point increase in discount rate	$	(37,680	)	$	(3,935	)
50 basis point decrease in long-term growth rate		(21,344	)		(2,298	)

Refer to Note 8,

Impairmen

, of the consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020 for disclosure of the Company’s fair value methodologies applied to goodwill, intangible assets, and long-lived assets.

12. F

AIR

ALUE

Recurring

The fair value for our derivative instruments is based upon inputs corroborated by observable market data with similar tenors, which are considered Level 2 inputs. At December 31, 2019, interest rate swaps had a fair value of ($887) thousand. The interest rate cap had a fair value of zero at December 31, 2019 and 2020. Refer to Note 11,

Financial Instruments

, for further details on our derivative instruments.

The Company’s June 2017 First Lien Loan is held by a third-party financial institution and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value

was estimated using quoted prices that are directly observable in the marketplace, therefore, the fair value is estimated on a Level 2 basis. As of December 31, 2019, the June 2017 First Lien Loan had a fair value of $620,673 thousand as compared to the carrying amount of $612,445 thousand. As of December 31, 2020, the June 2017 First Lien Loan had a fair value of $583,145 thousand as compared to the carrying amount of $609,080 thousand.

The Company’s May 2020 First Lien Loan is not publicly traded and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated by discounting the future cash flows using current interest rates at which similar borrowings with similar maturities would be made to borrowers with similar credit ratings. The fair value was estimated assuming a prepayment of the loan upon the loan’s third anniversary and is estimated on a Level 3 basis, as provided by ASC 820. As of December 31, 2020, the May 2020 First Lien Loan had a fair value of $319,850 thousand as compared to the carrying amount of $268,235 thousand.

Refer to Note 13,

Debt

, for key terms of the June 2017 First Lien Loan and the May 2020 First Lien Loan.

Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments.

Nonrecurring

Our

non-financial


Significant Unobservable Inputs		Range (Weighted Average)
Discount rate		12.5% - 13.5% (13.0%)
Long-term growth rate		2.5% - 3.5% (3.0%)

The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands):


	Goodwill			Trademark
50 basis point increase in discount rate	$	(37,680	)	$	(3,935	)
50 basis point decrease in long-term growth rate		(21,344	)		(2,298	)

Refer to Note 8,

Impairments

, for disclosure of the Company’s fair value methodologies for goodwill, intangibles assets, and long-lived assets.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Debt

12 Months Ended

Dec. 31, 2020

Hoya Intermediate, LLC [Member]

Short-term Debt [Line Items]

Debt

13. D

EBT

The Company’s outstanding debt at December 31, 2019 and 2020 is comprised of the following (in thousands):


	2019			2020
June 2017 First Lien Loan	$	624,577		$	618,721
May 2020 First Lien Loan		—			275,678

Total long-term debt, gross		624,577			894,399
Less: unamortized debt issuance costs		(12,132	)		(17,084	)

Total long-term debt, net of issuance costs		612,445			877,315
Less: current portion		(5,856	)		(6,412	)

Total long-term debt, net	$	606,589		$	870,903

First Lien Loans

— On June 30, 2017, the Company entered into a $575,000 thousand first lien debt facility, comprised of a $50,000 thousand revolving facility (the “Revolving Facility”) and a $525,000 thousand term loan (the “June 2017 First Lien Loan”), and a second lien credit facility, comprised of a $185,000 thousand second lien term loan (the “June 2017 Second Lien Loan”). The First Lien Loan was amended to upsize the committed amount by $115,000 thousand on July 2, 2018. On October 28, 2019, the Company paid off its June 2017 Second Lien Loan balance. The underlying credit facility was subsequently retired on May 22, 2020.

On May 22, 2020, the Company entered into a new $260,000 thousand first lien term loan (the “May 2020 First Lien Loan”) that is pari passu with the June 2017 First Lien Loan. The proceeds from the May 2020 First Lien Loan were used for general corporate purposes and to extinguish and retire the Revolving Facility in full.

All obligations under the June 2017 First Lien Loan and May 2020 First Lien Loan are unconditionally guaranteed by the Company and substantially all the Company’s existing and future direct and indirect wholly owned domestic subsidiaries.

The amortization of original issue discount and debt issuance costs on the June 2017 First Lien Loan and May 2020 First Lien Loan was $2,860 thousand and $3,655 thousand for the years ended December 31, 2019 and 2020, respectively, and is presented in Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss.

The key terms of the Company’s debt agreements are as follows:

June 2017 First Lien Loan

— The June 2017 First Lien Loan matures on June 30, 2024 and requires quarterly amortization payments equal to approximately 1.0% of the original principal per annum. The Revolving Facility did

not

require periodic payments. All obligations under the June 2017 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of the assets of the Company.

The June 2017 First Lien Loan is required to be prepaid, subject to certain exceptions, upon the following conditions: (i) up to 50.0% of excess cash flow subject to certain leverage ratios; (ii) all of the net cash proceeds of certain asset sales or insurance/condemnation events subject to certain leverage ratios; and (iii) all of the net cash proceeds of any issuance or incurrence of debt other than permitted debt.

At the Company’s option, the June 2017 First Lien Loan bears periodic interest of either (A) the LIBOR rate plus an applicable margin, ranging from 3.00% to 3.50% per annum based on the Company’s first lien net leverage ratio, or (B) the base rate plus an applicable margin, ranging from 2.00% to 2.50% per annum based on the Company’s first lien net leverage ratio. The LIBOR rate for the June 2017 First Lien Loan is subject to a 1.00% floor.

The effective interest rate on the June 2017 First Lien Loan was 5.3% and 4.5% per annum at December 31, 2019 and 2020, respectively.

May 2020 First Lien Loan

— The May 2020 First Lien Loan matures on May 22, 2026, with springing maturity to June 30, 2024 if the June 2017 First Lien Loan, or a refinancing thereof with scheduled payments of principal prior to June 30, 2024, remains outstanding as of that date, and has no required amortization payments. All obligations under the May 2020 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of the assets of the Company.

The May 2020 First Lien Loan is required to be prepaid, subject to certain exceptions, upon the following conditions: (i) up to 50.0% of excess cash flow subject to certain leverage ratios; (ii) all of the net cash proceeds of certain asset sales or insurance/condemnation events subject to certain leverage ratios; and (iii) all of the net cash proceeds of any issuance or incurrence of debt other than permitted debt.

The interest rate for the May 2020 First Lien Loan is determined using a LIBOR rate plus an applicable margin of 9.50% per annum, or a base rate plus an applicable margin of 8.50% per annum. The LIBOR rate

is subject to a 1.00% floor and the base rate is subject to a 2.00% floor. For any period ending prior to May 22, 2022, the Company may submit paid-in-kind elections, whereby the entire outstanding balance will be charged interest at 11.50% per annum and interest amounts will be added to the outstanding principal. On and after May 22, 2022 but prior to May 22, 2023, the Company may submit paid-in-kind elections with respect to all or some of the outstanding balance, whereby the portion for which such paid-in-kind election was made will be charged interest at a rate equal to the sum of i) 5.0% per annum and ii) at the Borrower’s election, a LIBOR rate plus an applicable margin of 5.00% per annum, or a base rate plus an applicable margin of 4.00% per annum. The effective interest rate on the May 2020 First Lien Loan was 11.50% per annum at December 31, 2020.

For certain prepayments and repricing transactions of the May 2020 First Lien Loan that occur prior to May 22, 2023, the Company would owe a prepayment penalty of 3.0% on the first $91,000 thousand of prepayments. For prepayments greater than $91,000 thousand prior to May 22, 2022, the amount exceeding $91,000 thousand would be subject to a prepayment penalty equal to the greater of i) 6.0% and ii) the excess of the discounted measure of principal and interest due upon the second anniversary of the effective date and the outstanding principal at the time of the prepayment. For prepayments greater than $91,000 thousand on or after May 22, 2022 and prior to May 22, 2023, the amount exceeding $91,000 thousand would be subject to a prepayment penalty equal to 6.0%.

The following is a summary of activity related to debt instruments during the years ended December 31, 2019 and 2020:

June 2017 First Lien Loan principal payments

— The Company made principal payments of $6,967 thousand and $5,856 thousand during the years ended December 31, 2019 and 2020, respectively.

October 2019 Second Lien payoff

— On October 28, 2019, the Company paid off its remaining June 2017 Second Lien Loan balance using $40,000 thousand of available cash. The debt extinguishment resulted in a loss of $2,414 thousand and is presented in Loss on extinguishment of debt in the Consolidated Statements of Operations and Comprehensive Loss. The loss includes the remaining balance of the original issuance discount and issuance costs of $2,014 thousand and a $400 thousand prepayment penalty.

Revolving Facility drawdown and repayment

— On March 17, 2020, the Company borrowed $50,000 thousand using its Revolving Facility. This amount was repaid (and the Revolving Facility terminated in full) on May 22, 2020. The debt extinguishment resulted in a loss of $685 thousand and is presented in Loss on extinguishment of debt in the Consolidated Statements of Operations and Comprehensive Loss.

May 2020 First Lien Loan borrowing

— On May 22, 2020, the Company entered into the May 2020 First Lien Loan and used the proceeds to, among other things, repay and extinguish the Revolving Facility. The total original debt discount costs and original debt issuance costs related to the May 2020 First Lien Loan borrowing were $6,500 thousand and $1,979 thousand, respectively, and are presented in Long-term debt – net in the Consolidated Balance Sheets. As there is a springing maturity feature related to the May 2020 First Lien Loan, these costs are being amortized through June 30, 2024.

Future maturities of our outstanding debt, excluding interest, as of December 31, 2020 were as follows (in thousands):


2021	$	6,412
2022		6,412
2023		6,412
2024		875,163
2025		—

Total	$	894,399

The Company is subject to certain reporting and compliance-related covenants to remain in good standing under the June 2017 First Lien Loan and May 2020 First Lien Loan. These covenants, among other things, limit the

ability of the Company to incur additional indebtedness, and in certain circumstances, create restrictions on the ability to enter into transactions with affiliates; create liens; merge or consolidate; and make certain payments.

Non-compliance

with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral. As of December 31, 2020, the Company was in compliance with all of its debt covenants related to the June 2017 First Lien Loan and May 2020 First Lien Loan.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC [Member]

Loss Contingencies [Line Items]

Commitments and Contingencies

11. C

OMMITMENTS

AND

ONTINGENCIES

Litigation

The Company, from time to time, is involved in various claims and legal actions arising in the ordinary course of business, none of which, in the opinion of management, could have a material effect on the Company’s business, financial position or results of operations other than those matters discussed herein.

The Company is a

co-defendant

in a class action lawsuit in Canada alleging illegal resale above face value. The Company is required to issue coupons to certain members of the class, which will take place in January 2022. At December 31, 2020 and September 30, 2021, a liability of $1,083 thousand was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to the expected costs of fees, plaintiff’s counsel costs and expected credit redemptions as of the measurement date.

The Company received multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of

COVID-19

restrictions. During March 2021, final settlement was reached for one of the lawsuits. A final order approving that settlement was entered by the court on

November 1, 2021

. As of December 31, 2020 and September 30, 2021, the Company had accrued a liability of $2,550 thousand and $5,724 thousand, respectively, in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to these matters. The Company expects to recover some of these costs under its insurance policies and has separately recognized an insurance recovery asset of $2,980 thousand within Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets at December 31, 2020 and September 30, 2021.

Other

In 2018, the U.S. Supreme Court issued its decision in

South Dakota v. Wayfair Inc.

, which overturned previous case law that had precluded states from imposing sales tax collection requirements on retailers without a physical presence in the state. In response, most states have adopted laws that attempt to impose tax collection obligations on

out-of-state

companies. There remains a degree of uncertainty as to the amount of the Company’s accrued sales tax liabilities due to the complex laws that govern secondary ticket sales. The Company is in the process of assessing its obligation and registration requirements in these jurisdictions and is engaged in ongoing discussions with multiple jurisdictions regarding historical transactions for which no sales tax was collected from the buyer at the time of the transaction. Pending these discussions, it is more likely than not some jurisdictions could assess taxes and assessed amounts may differ materially from amounts currently accrued. It is possible that some jurisdictions may provide for a later start date for sales tax collection, which could provide a material reduction in amounts currently accrued. In either case, the Company will adjust the recorded liability to reflect the new information, with a portion of the adjustment impacting orders placed in prior periods.

The Company has recognized a liability for this potential tax of $16,818 thousand and $51,380 thousand at December 1, 2020 and September 30, 2021, respectively. This liability is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Sales tax expense was $488 thousand and $4,959 thousand for the three and nine months ended September 30, 2020, respectively. Sales tax expense was $21,574 thousand and $34,561 thousand for the three and nine months ended September 30, 2021, respectively. During the three months ended September 30, 2021, the Company recorded an adjustment to increase the liability in the amount of approximately $8,368 thousand for local tax amounts likely to be collected by certain states related to orders placed in prior periods. The expense was recorded in General and administrative in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

14. C

OMMITMENTS

AND

ONTINGENCIES

Our future minimum cash obligations as of December 31, 2020, were as follows (in thousands):


	2021		2022		2023		2024		2025		There- after		Total
Operating Leases	$	2,077	$	1,990	$	1,493	$	1,523	$	1,422	$	—	$	8,505
Purchase obligations		3,346		2,903		1,114		—		—		—		7,363

Total	$	5,423	$	4,893	$	2,607	$	1,523	$	1,422	$	—	$	15,868

Operating Leases

— The Company leases office space under several

non-cancelable

operating leases expiring at various dates through November 2025. The leases require monthly rental payments, which escalate over the term of the leases. The Company is also responsible for its proportionate share of real estate taxes, insurance, and common area maintenance. Rent expense was $2,749 thousand and $2,815 thousand for the years ended December 31, 2019 and 2020, respectively, and is included in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

Lease expense is recognized on a straight-line basis over the term of the lease. The excess of straight-line expense over cash paid is shown as a deferred rent liability and is recorded in Other liabilities in the Consolidated Balance Sheets.

The leases also require security deposits which are recorded as a component of Other

non-current

assets in the Consolidated Balance Sheets.

Purchase Obligations

— The Company enters into

non-cancelable

arrangements with third parties, primarily related to the purchase of marketing services and tickets at an agreed upon price.

Litigation

— The Company, from time to time, is involved in various claims and legal actions arising in the ordinary course of business, none of which, in the opinion of management, could have a material effect on the Company’s business, financial position or results of operations other than those matters discussed herein.

The Company is a

co-defendant

in a class action lawsuit in Canada alleging illegal resale above face value. In August 2020, a settlement agreement was approved by the court and the Company paid $277 thousand in fees and plaintiff’s counsel costs, which are included in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. The Company is required to issue coupons to members of the class, which will take place once the court determines sufficient quantities of live events are occurring

post-COVID-19

pandemic. At December 31, 2019 and 2020, a liability of $1,360 thousand and $1,083 thousand, respectively, was recorded, in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to the expected costs of fees, plaintiff’s counsel costs and expected credit redemptions as of the measurement date.

The Company has received complaints regarding potential class action lawsuits related to customer compensation for cancellations, primarily as a result of

COVID-19

restrictions. As of December 31, 2020, settlement negotiations were ongoing and the Company recorded a liability of $2,550 thousand in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to these matters. In March 2021,

the Company reached a settlement agreement that is pending formal approval by the court. The Company expects to recover much of these costs under its insurance policies and has separately recognized an insurance recovery asset of $2,500 thousand within Prepaid expenses and other current assets in the Consolidated Balance Sheets at December 31, 2020.

Other

—In 2018, the U.S. Supreme Court issued its decision in

South Dakota v. Wayfair Inc.

, which overturned previous case law that had precluded states from imposing sales tax collection requirements on retailers without a physical presence in the state. In response, several states have adopted laws that attempt to impose tax collection obligations on

out-of-state

companies. The Company is in the process of assessing its obligation and registration requirements in these jurisdictions. Pending these assessments, it is more likely than not some jurisdictions could assess taxes on transactions for which no sales tax was collected from the buyer at the time of the transaction. The Company has recognized a liability for this potential tax of $9,988 thousand and $16,818 thousand at December 31, 2019 and 2020, respectively. This liability is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. No jurisdiction has assessed any amounts owed as of December 31, 2020.

Related Party Transactions	9 Months Ended	12 Months Ended
Related Party Transactions	Sep. 30, 2021	Dec. 31, 2020
Hoya Intermediate, LLC [Member]
Related Party Transactions	12. R ELATED -P ARTY T RANSACTIONS In December 2020, Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code. Vivid Cheers’ mission is to support causes and organizations dedicated to healthcare, education, and support of workers in the live events industry during times of need. The Company has the right to elect the board of directors of Vivid Cheers, which is currently formed by the Company’s executives. The Company does not have a controlling financial interest in Vivid Cheers, and accordingly, does not consolidate Vivid Cheers’ statement of activities with its financial results. The Company committed charitable contributions of $886 thousand and $1,843 thousand for the three and nine months ended September 30, 2021 to Vivid Cheers. The Company had accrued charitable contributions payable of $450 thousand and $714 thousand as of December 31, 2020 and September 30, 2021, respectively.	15. R ELATED -P ARTY T RANSACTIONS In December 2020, Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code. Vivid Cheers’ mission is to support causes and organizations dedicated to healthcare, education, and support of workers in the live events industry during times of need. The Company has the right to elect the board of directors of Vivid Cheers, which is currently formed by the Company’s executives. The Company does not have a controlling financial interest in Vivid Cheers, and accordingly, does not consolidate Vivid Cheers’ statement of activities with its financial results. The Company committed charitable contributions of $450 thousand for the year ended December 31, 2020 to Vivid Cheers which were payable as of that date.

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2020
Subsidiaries [Member]
Defined Benefit Plan [Text Block]	16. E MPLOYEE B ENEFIT P LAN The Company has a defined contribution and profit-sharing 401(k) plan that covers substantially all employees who meet eligibility requirements. Participants may contribute to the plan, through regular payroll deductions, an amount subject to limitations imposed by the Internal Revenue Code. The plan also provides for discretionary profit sharing contributions and matching contributions. The Company contributed approximately $1,147 thousand and $887 thousand in matching contributions for the years ended December 31, 2019 and 2020, respectively, and is included in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. For the years ended December 31, 2019, and 2020, there were no discretionary profit-sharing contributions.

Equity-Based Compensation

12 Months Ended

Dec. 31, 2020

Hoya Intermediate, LLC

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Equity-Based Compensation

17. E

QUITY

-B

ASED

OMPENSATION

Certain members of management received equity-based compensation awards for units of our parent, Hoya Topco, LLC. These awards included grants in the form of

Class B-1

Incentive Units, Phantom Units, Class D Units, and Class E Units. There are an unlimited number of incentive units of our parent authorized for issuance. Each incentive unit vests ratably over five years with 20.0% vesting each year and accelerates upon a change in control of Hoya Topco, LLC.

Class B-1

Incentive Units, Class D Units, and Class E Units are subject only to service conditions, whereas Phantom Units are subject to service conditions and a performance condition related to a change in control of Hoya Topco, LLC.

Hoya Topco, LLC has the option to repurchase all or any portion of outstanding and vested

Class B-1

Incentive Units, Class D Units, and Class E Units by providing notice within seven months of an employee unit holder’s separation. Hoya Topco, LLC repurchased 6,000 and 97,604 Class D Units during the years ended December 31, 2019 and 2020, respectively. We recorded the repurchase of 6,000 and 7,604 Units as a deemed distribution to

our parent during the years ended December 31, 2019 and 2020, respectively. Distributions to parent were $8,095 thousand and $120 thousand during the years ended December 31, 2019 and 2020, respectively.

Compensation expense associated with these incentive units for the years ended December 31, 2019 and 2020 was $5,174 thousand and $4,287 thousand, respectively, and is recorded within General and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. We record compensation expense and an offsetting deemed contribution to equity to reflect these incentive units of our parent. For the years ended December 31, 2019 and 2020, there was no compensation expense associated with Phantom Units as the performance condition of the units was not probable of being achieved.

Based on the ranking of the incentive units in the waterfall payout structure of Hoya Topco, LLC, and subject to a distribution threshold,

B-1

incentive unit holders are entitled to preferential distributions when either it is declared by our parent or a trade sale or change in control occurs. Class D and Class E units do not have such preferential rights.

The following table summarizes the activity for the Hoya Topco, LLC

Class B-1

Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2019 and 2020:


	Class B-1 Units					Class D Units					Class E Units
	Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units		Weighted Average Grant Date Fair Value
Balances at January 1, 2019		—		$	—		666,150		$	15.65		500,765	$	25.46
Units granted		—			—		218,000			15.50		—		—
Units repurchased		—			—		(6,000	)		15.28		—		—
Units forfeited		—			—		(45,640	)		15.42		—		—

Balances at December 31, 2019		—		$	—		832,510		$	15.63		500,765	$	25.46

Units granted		905,000			2.32		1,755,000			0.89		—		—
Units repurchased		—			—		(97,604	)		15.95		—		—
Units forfeited		(50,000	)		2.32		(441,666	)		7.81		—		—

Balances at December 31, 2020		855,000		$	2.32		2,048,240		$	4.67		500,765	$	25.46

For the year ended December 31, 2020, there were no

Class B-1

Incentive Units vested. For the year ended December 31, 2019, there were 204,164 Class D Units and 100,153 Class E Units vested with a weighted average grant date fair value of $15.78 and $25.46, respectively. For the year ended December 31, 2020, there were 236,736 Class D Units and 200,306 Class E Units vested with a weighted average grant date fair value of $15.58 and $25.46, respectively.

For the year ended December 31, 2019, there were 628,346 Class D Units and 400,612 Class E Units nonvested with a weighted average grant date fair value of $15.58 and $25.46, respectively. For the year ended December 31, 2020, there were 855,000

Class B-1

Incentive Units, 1,811,504 Class D Units, and 300,459 Class E Units nonvested with a weighted average grant date fair value of $2.32, $3.24, and $25.46, respectively.

The fair value of each unit award is estimated on the date of grant using an option pricing model. The assumptions used in the option pricing model include multiple variables that require significant judgment. The Company’s estimated volatility is based on the historical volatility of similar public companies’ stock price over a preceding period commensurate with the expected term of the incentive units. The Company estimated the expected term of the incentive units considering the timing and probabilities of a liquidity event. The risk-free interest rate for the expected term of the incentive units is based on the U.S. Treasury yield curve, with maturities similar to the expected term of the incentive units, in effect at the time of grant. The Company also estimated the

number of units expected to be granted as it represents an input in the determination of compensation expense. For the year ended December 31, 2019, the Company estimated that one million Class D Units and 500,765 Class E Units would be granted, as applicable. For the year ended December 31, 2020, the Company estimated that 950,000

Class B-1

Incentive Units, 2,495,240 Class D Units, and 500,765 Class E Units would be granted, as applicable. The Company does not expect to distribute to the Unit holders during the contractual term.

The following assumptions were used to calculate the fair value of our unit awards on the date of grant:


	Years Ended December 31,
	2019	2020
Estimated volatility	44.0% - 47.0%	47.0% - 102.0%
Expected term (years)	2.75 - 3.25	1.75 - 2.75
Risk-free rate	1.6% - 2.2%	0.1% - 1.6%
Expected dividend yield	0%	0%

Total future compensation cost related to these incentive units is $13,992 thousand, which is expected to be recognized over a remaining period of four years.

Property and Equipment

12 Months Ended

Dec. 31, 2020

Hoya Intermediate, LLC [Member]

Property and Equipment, net

4. P

ROPERTY

AND

QUIPMENT

Long-lived asset impairment charges related to property and equipment of $3,670 thousand were recognized for the year ended December 31, 2020, resulting in a full impairment of all property and equipment. The impairment charges are presented in Impairment charges in the Consolidated Statements of Operations and Comprehensive Loss.

The following table summarizes our major classes of property and equipment, net of accumulated depreciation at December 31, 2019 (in thousands):


Leasehold Improvements	$	3,721
Computer Equipment		1,901
Furniture and Fixtures		556
Purchased Software		47

Total property and equipment		6,225
Less: accumulated depreciation		2,209

Total property and equipment — net	$	4,016

Depreciation expense related to property and equipment was $1,095 thousand and $643 thousand for the years ended December 31, 2019 and 2020, respectively, and is presented in Depreciation and amortization expense in the Consolidated Statements of Operations and Comprehensive Loss. There were no impairment charges for the year ended December 31, 2019.

Members' Equity (Deficit) And Redeemable Preferred Units	12 Months Ended
	Dec. 31, 2020
Subsidiaries [Member]
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items]
Disclosure of Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Text Block]	18. M EMBERS ’ E QUITY (D EFICIT ) AND R EDEEMABLE P REFERRED U NITS The following summarizes the rights, preferences, and privileges of the Company’s Senior Preferred Units, Preferred Units, and Common Units: Yield Percentages and Compounding — The Company’s Senior Preferred Units compound semi-annually at a per annum yield rate of 12.5%. Liquidation Preference — Senior Preferred Units rank in highest priority for liquidation relative to other units. The Senior Preferred Units hold first and second priority liquidation preference: first for an amount equal to the sum of the amount of the aggregate unpaid yield and aggregate unreturned capital, and second for payment of any reasonable out-of-pocket expenses associated with certain agreements. The Preferred Units have a liquidation preference subsequent to the Senior Preferred Units, but before the Common Units, for an amount equal to the aggregate unreturned capital. The Common Units rank lowest in liquidation priority. Dividends — Unit holders are entitled to distributions when declared by our parent, Hoya Topco, LLC. Distributions are made first to the holders of the Senior Preferred Units in an amount equal to the aggregate unpaid yield and aggregate unreturned capital. The yield on the Senior Preferred Units increases by 100 basis points upon the seventh, eighth, and ninth anniversaries from the date of issuance, which was June 30, 2017. Distributions to Preferred Units are after Senior Preferred Units but before Common Units, in an amount equal to the aggregate unreturned capital. After all Senior Preferred and Preferred Units distributions have been made, any remaining available amount would be distributed to the Common Units. There is no stated yield on the Preferred Units and the Preferred Units do not participate in any residual earnings of the Company. As of December 31, 2020, no distributions toward unpaid yield or unreturned capital have been made. Conversion Rights — The holders of the Senior Preferred and Preferred Units do not possess conversion rights. Voting Rights — The holders of the Senior Preferred Units and Preferred Units do not possess voting rights. Redemption Rights — The holders of the Class A Preferred Units at the Hoya Topco, LLC level have the right to require Hoya Topco, LLC to repurchase or redeem the then outstanding Class A Preferred Units upon the acceleration of debt, upon the sale of the Company, or upon an initial public offering. Such redemption would also cause the Senior Preferred Units of the Company to be redeemed based on the payout structure of these units. Additionally, Hoya Topco, LLC holds the Senior Preferred Units and has a call right on the Class A Preferred Units of Hoya Topco, LLC. The Senior Preferred Units would be redeemed based on their payout structure if the call right is exercised. The redemption price equals (i) the liquidation preference as described above plus (ii) a premium. The premium is 4.0% if the redemption occurs between July 1, 2019 and June 30, 2020 or 2.0% if the redemption occurs between July 1, 2020 and June 30, 2021. There is no redemption premium for redemptions occurring after June 30, 2021. The holders of the Preferred Units also possess a redemption right and may redeem their units for an amount equal to their liquidation preference as described above. The Company classifies its Senior Preferred and Preferred Units as temporary equity, or outside of Member’s equity/(deficit), because the redemption rights are not solely within the Company’s and our parent’s control. As of December 31, 2020, the Senior Preferred Units and Preferred Units were deemed to be currently redeemable and are measured at the maximum redemption amount, with the offset recorded to Additional paid-in capital on the Consolidated Balance Sheets. Therefore, the Senior Preferred Units were accreted to an amount equal to their liquidation preference plus the applicable premium, and the Preferred Units are carried at an amount equal to their unreturned capital.

Net Loss Per Unit

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Earnings Per Share

13. N

OSS

NIT

The following table sets forth the computation of basic and diluted net loss per unit attributable to common unitholders for the periods indicated (in thousands, except per unit amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2021			2020			2021
Net loss	$	(40,216	)	$	(1,847	)	$	(740,828	)	$	(19,453	)
Accretion of senior preferred units		2,392			2,558			14,714			16,201

Net loss attributable to common unitholders	$	(42,608	)	$	(4,405	)	$	(755,542	)	$	(35,654	)

Weighted-average common units, basic and diluted		100			100			100			100

Net loss per unit attributable to common unitholders, basic and diluted	$	(426,080	)	$	(44,050	)	$	(7,555,420	)	$	(356,540	)

19. N

OSS

NIT

The following table sets forth the computation of basic and diluted net loss per unit attributable to common unitholders for the periods indicated (in thousands, except per unit amounts):


	Year ended December 31,
	2019			2020
Net loss	$	(53,848	)	$	(774,185	)
Accretion of senior preferred units		14,399			21,134

Net loss attributable to common unitholders	$	(68,247	)	$	(795,319	)

Weighted-average common units, basic and diluted		100			100

Net loss per unit attributable to common unitholders, basic and diluted	$	(682,472	)	$	(7,953,192	)

The Company has no dilutive common equivalent units. Accordingly, for the periods presented, diluted net loss per unit is equal to basic net loss per unit.

Stockholder's equity	9 Months Ended
Stockholder's equity	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholder's equity	N OTE 3: S TOCKHOLDER ’ S E QUITY The Company’s authorized capital stock consists of 1,000 shares of common stock, with a par value of $0.01 per share. On March 29, 2021, the Company issued 100 shares of common stock to Hoya Intermediate for aggregate consideration of $10.00.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
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+ Details

Subsequent Events

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Subsequent Event [Line Items]

Subsequent Events

OTE

4: S

UBSEQUENT

VENTS

As described in Note 1,

Background and Nature of Operations

, the business combination was consummated on October 18, 2021 following the successful Horizon shareholder vote on October 14, 2021. The Company became a publicly traded company listed on the Nasdaq Global Select Market (“Nasdaq”) with Class A shares trading under the symbol “SEAT” and warrants trading under the symbol “SEATW”.

In connection with the consummation of the business combination, the Company:

•

Issued 118,200,000 shares of Class B common stock and 6,000,000 warrants at an exercise price of $0.001 per share to purchase Class B common stock to Hoya Topco in exchange for the outstanding shares of Hoya Intermediate;

•

Issued 29,431,260 shares of Class A common stock to former shareholders of Horizon, whereby $311,898 thousand in cash and cash equivalents of Horizon became available to the Company;

•

Received $475,172 thousand in aggregate consideration from certain third-party investors, including Horizon Sponsor, LLC, in exchange for 47,517,173 shares of Class A common stock, pursuant to a private investment in public equity (“PIPE”). The PIPE proceeds include $250,172 thousand in cash and cash equivalents contributed by Horizon’s sponsor, Eldridge Industries, LLC, and its affiliates in connection with a backstop commitment to increase the PIPE subscription by an amount equal to the cash redemptions by former public shareholders of Horizon;

•

Used proceeds from the Horizon trust account and PIPE subscription and paid (i) $482,397 thousand towards the repayment of debt held by Hoya Intermediate and its subsidiaries, (ii) $236,005 thousand for the redemption of preferred units held in Hoya Intermediate, and (iii) $54,279 thousand for transaction fees incurred in connection with the business combination;

•

Issued to Horizon Sponsor, LLC (i) warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share, (ii) warrants to purchase 17,000,000 shares of Class A common stock at an exercise of $15.00 per share, and (iii) 50,000 shares of Class A common stock; and

•

Issued private warrants to purchase 6,519,791 shares of Class A common stock of the Company, at an exercise price of $11.50 per share, and public warrants to purchase 18,132,778 shares of Class A common stock of the Company, at an exercise price of $11.50 per share, to former warrant holders of Horizon, of which public warrants to purchase 5,166,666 shares of Class A common stock were issued to Horizon Sponsor, LLC.

•

The Company’s Board of Directors declared a special dividend of $17,698 thousand, or $0.23 per share, to holders of Class A Common Stock on October 18, 2021, which the Company paid on November 2, 2021.

•

Upon closing, Hoya Topco, Hoya Intermediate, and other designated parties entered into a tax receivable agreement with the Company. Under the terms of the agreement, the Company will pay Hoya Topco and other designated parties a portion of future income tax savings resulting from existing tax attributes related to Hoya Intermediate.

Following the business combination, the Company owns approximately 39.4% of the outstanding equity interests of Hoya Intermediate, which represents a controlling interest in Hoya Intermediate.

The 2021 Employee Stock Purchase Plan and 2021 Incentive Award Plan were approved and adopted in order to facilitate the grant of cash and equity incentive awards to directors, employees and consultants of the Company and its subsidiaries. These plans became effective on October 18, 2021 upon closing of the business combination.

Hoya Intermediate, LLC

Subsequent Event [Line Items]

Subsequent Events

14. S

UBSEQUENT

EVENTS

The Company evaluated subsequent events for recognition or disclosure through the date that these condensed consolidated financial statements were available for issuance. As described in Note 1,

Background, Description of Business and Basis of Presentation

, the Company’s merger with Horizon, which was conditional upon approval by Horizon shareholders, closed on October 18, 2021 following the successful Horizon shareholder vote on October 14, 2021.

The merger was consummated on October 18, 2021 and Vivid Seats Inc. became a publicly traded company listed on the Nasdaq Global Select Market (“Nasdaq”) with Class A shares trading under the symbol “SEAT” and warrants trading under the symbol “SEATW”.

In connection with the consummation of the business combination, Vivid Seats Inc.:

•	Issued 118,200,000 shares of Class B common stock and 6,000,000 warrants at an exercise price of $0.001 per share to purchase Class B common stock to Hoya Topco in exchange for the outstanding shares of Hoya Intermediate, LLC;

•	Issued 29,431,260 shares of Class A common stock to former shareholders of Horizon, whereby $311,898 thousand in cash and cash equivalents of Horizon became available to Vivid Seats Inc. and was contributed to the Company;

•

Used proceeds from the Horizon trust account and PIPE subscription and paid (i) $482,397 thousand towards the repayment of debt held by the Company, (ii) $236,005 thousand for the redemption of preferred units held in the Company, and (iii) $54,279 thousand for transaction fees incurred in connection with the business combination;

•	Issued to Horizon Sponsor, LLC (i) warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share, (ii) warrants to purchase 17,000,000 shares of Class A common stock at an exercise of $15.00 per share, and (iii) 50,000 shares of Class A common stock; and

•

Issued private warrants to purchase 6,519,791 shares of Class A common stock of Vivid Seats Inc., at an exercise price of $

11.50

per share, and public warrants to purchase 18,132,778 shares of Class A common stock of Vivid Seats Inc., at an exercise price of $

11.50

per share, to former warrant holders of Horizon, of which public warrants to purchase 5,166,666 shares of Class A common stock of Vivid Seats Inc. were issued to Horizon Sponsor, LLC.

Following the business combination, the Company’s existing shareholders own a controlling interest in Vivid Seats Inc. through ownership of Class B common stock.

The 2021 Employee Stock Purchase Plan and 2021 Incentive Award Plan were approved and adopted in order to facilitate the grant of cash and equity incentive awards to directors, employees and consultants of Vivid Seats Inc. These plans became effective on October 18, 2021 upon closing of the business combination.

20. S

UBSEQUENT

VENTS

The Company evaluated subsequent events for recognition or disclosure through May 27, 2021.

On April 21, 2021, the Company and Hoya Topco, LLC, our parent, entered into a definitive transaction agreement with Horizon Acquisition Corporation (“Horizon”), a publicly traded special purpose acquisition company, and Horizon Sponsor, LLC, a Delaware limited liability company, to effect a merger of the Company and Horizon. The merger transaction is expected to close during the second half of 2021.

The merger will be effectuated in the following principal steps:

•

Horizon will merge with and into Vivid Seats Inc., a Delaware corporation formed by the Company to facilitate the merger, upon which the separate corporate existence of Horizon will cease, and Vivid Seats Inc. will become the surviving corporation.

•

Certain third-party investors, including Horizon Sponsor, LLC, will purchase an aggregate of 22,500,000 shares of Class A common stock of Vivid Seats Inc., par value $0.0001 per share for an aggregate purchase price of $225,000 thousand, which is considered a private investment in public equity (“PIPE”). In the event cash proceeds from the merger transaction, which consist of the PIPE financing and the trust account held by Horizon, are less than $768,984 thousand, certain third-party investors will increase the PIPE financing by an amount equal to the shortfall.

•

The shareholders of Hoya Topco, LLC will exchange their interests in the Company for Class B common stock in Vivid Seats Inc., which will be accounted for as a reverse recapitalization.

•

Upon closing, the Company, Hoya Topco, LLC, and other designated parties expect to enter into a tax receivable agreement with Vivid Seats Inc. Under the terms of the expected agreement, Vivid Seats Inc. would be expected to pay Hoya Topco, LLC and other designated parties a portion of future income tax savings resulting from existing tax attributes related to the Company.

Total expected cash proceeds from the merger transaction, which consist of marketable securities held in a trust account by Horizon and the PIPE, are $769,000 thousand. Following the transaction, Hoya Intermediate, LLC shareholders will own a controlling interest in Vivid Seats Inc.

Upon consummation of the transaction, Vivid Seats Inc. will become a publicly traded corporation. The transaction is subject to the approval of the shareholders of Hoya Intermediate, LLC and Horizon.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Use of Estimates

Basis of Presentation

The balance sheets are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Organization Costs

Organization costs

Costs related to incorporation of the Company was paid by Hoya Intermediate and recorded as an expense of Hoya Intermediate after the business combination was completed.

Hoya Intermediate, LLC [Member]

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable and Credit Policies

Due to the significant

COVID-19

Inventory

Property and Equipment

Property and Equipment —

Property and equipment are stated at cost, net of depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives:


Asset Class		Useful Life
Computer Equipment		5 years
Purchased Software		3 years
Furniture and Fixtures		7 years

Leasehold improvements are amortized over the shorter of the term of the lease or the improvements’ estimated useful lives.

Personal Seat Licenses

Impairments

, for additional information.

Long-Lived Assets Impairment Assessments

Impairments

, for additional information.

Goodwill and Intangible Assets

non-compete

agreements, and trademarks.

more-likely-than-not

Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives:


Asset Class		Useful Life
Non-competition agreements		3 years
Supplier relationships		4 years
Developed technology		3-5 years
Customer relationships		3-5 years

The useful lives of definite-lived intangible assets are

re-assessed

whenever events or business circumstances indicate a change in life has occurred.

Impairments

, for additional information.

Business Combinations

— During 2019, we completed an acquisition of Fanxchange Limited, which we accounted for using the acquisition method of accounting. See Note 6,

Acquisition.

Internal-use Software

Internal-use

Software

— The Company incurs costs related to

internal-use

Accrued Customer Credits

Accrued Future Customer Compensation

Taxes

“push-out”

election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns.

The Hoya Intermediate, LLC Agreement stipulates that, if the Company receives an imputed underpayment, each Unit holder shall promptly file an amended tax return and pay any tax and interest due.

Debt

Derivatives

Derivatives —

Fair Value of Financial Instruments

Level

— Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level

— Measurements that include other inputs that are directly or indirectly observable in the marketplace.

Level

— Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment.

Equity-Based Compensation

Compensation–Stock Compensation

, and ASC 480,

Distinguishing Liabilities from Equity

Net Loss Per Unit Attributable to Common Unit holders

Segment Reporting

Segment Reporting —

Revenue Recognition

— The Company recognizes revenue in accordance with ASC Topic 606,

Revenue from Contracts with Customers

(“ASC 606”). The Company adopted ASC 606 effective January 1, 2019, using the full retrospective transition method.

Marketplace

Revenue Recognition.

Resale

When the Company’s Resale business sells a ticket on its own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues.

Deferred Revenue

credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used.

Advertising Costs

— The Company utilizes various forms of advertising, including paid search, sponsorship agreements,

e-mail

Shipping and Handling

Immaterial Correction of an Error in Prior Periods

Accounting Changes and Error Corrections

, the Company evaluated the materiality of the errors from quantitative and qualitative perspectives, concluding that the errors were immaterial to the Company’s financial statements.

Segment Reporting

Recent Accounting Standards

Recent Accounting Pronouncements

non-public

Recent Accounting Pronouncements

non-public

Cloud Computing Arrangements

— In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)

2018-15,

Cloud Computing Arrangements

, which aligns the

accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining

internal-use

software. The Company adopted ASU

2018-15

effective January 1, 2020 and the impact of adoption was not material to the Company’s consolidated financial statements.

Leases

—In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2016-02,

Leases (Topic 842)

, which requires lessees to recognize a

right-of-use

2020-05,

Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities,

deferred the effective date for

non-public

companies. ASU

2016-02

right-of-use

Leases

— In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

, which requires lessees to recognize a

right-of-use

2020-05,

Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities,

deferred the effective date for

non-public

companies. ASU

2016-02

Financial Instruments Credit Losses

Financial Instruments-Credit Losses

—In June 2016, the FASB issued ASU

2016-13,

Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

2019-10,

Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates

, deferred the effective date for

non-public

companies. The standard is effective for

non-public

Financial Instruments-Credit Losses

— In June 2016, the FASB issued ASU

2016-13,

Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

2019-10,

Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates

, deferred the effective date for

non-public

companies. The standard is effective for

non-public

Reference Rate Reform

—In March 2020, the FASB issued ASU

2020-04,

Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Reference Rate Reform

— In March 2020, the FASB issued ASU

2020-04,

Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting

, as modified in January 2021. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. The optional amendments are effective for all entities as of March 12, 2020 and can be adopted through December 31, 2022. The Company has not yet decided the date of adoption of this standard. LIBOR is used to calculate the interest on borrowings under the Company’s June 2017 First Lien Loan and May 2020 First Lien Loan. The Company is currently evaluating whether this guidance will have a significant impact on its consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies (Tables) - Hoya Intermediate, LLC [Member]

12 Months Ended

Dec. 31, 2020

Summary of Property and Equipment

Property and equipment are stated at cost, net of depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives:


Asset Class		Useful Life
Computer Equipment		5 years
Purchased Software		3 years
Furniture and Fixtures		7 years

Summary of the Lived Intangible Assets Amortized on a Straight-Line Basis

Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives:


Asset Class		Useful Life
Non-competition agreements		3 years
Supplier relationships		4 years
Developed technology		3-5 years
Customer relationships		3-5 years

Revenue Recognition (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Subsidiaries [Member]

Summary of Disaggregation of Revenue

During the three and nine months ended September 30, 2020 and 2021, Marketplace revenues consisted of the following (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2021		2020		2021
Marketplace revenues:
Owned Properties	$	(2,519	)	$	96,169	$	21,601	$	198,900
Private Label		(3,313	)		24,296		1,510		48,206

Total Marketplace revenues	$	(5,832	)	$	120,465	$	23,111	$	247,106

During the three and nine months ended September 30, 2020 and 2021, Marketplace revenues consisted of the following event categories (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2020			2021		2020			2021
Marketplace revenues:
Concerts	$	(3,455	)	$	55,343	$	20,769		$	112,200
Sports		(1,565	)		53,485		(1,636	)		115,628
Theater		(828	)		11,131		3,742			18,429
Other		16			506		236			849

Total Marketplace revenues	$	(5,832	)	$	120,465	$	23,111		$	247,106

During 2019 and 2020, Marketplace revenues consisted of the following (in thousands):


	Years Ended December 31,
	2019		2020
Marketplace revenues:
Owned Properties	$	329,262	$	24,188
Private Label		74,383		(907	)

Total Marketplace revenues	$	403,645	$	23,281


	Years Ended December 31,
	2019		2020
Marketplace revenues:
Concerts	$	187,753	$	15,775
Sports		169,577		3,484
Theater		44,754		3,759
Other		1,561		263

Total Marketplace revenues	$	403,645	$	23,281

Segment Reporting (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Segment Reporting [Line Items]

Schedule of Segment Reporting Information For the Period

The following table represents our segment information for the three and nine months ended September 30, 2020 (in thousands):


	Three Months Ended September 30, 2020									Nine Months Ended September 30, 2020
	Marketplace			Resale			Consolidated			Marketplace			Resale		Consolidated
Revenues	$	(5,832	)	$	(1,250	)	$	(7,082	)	$	23,111		$	10,571	$	33,682
Cost of revenues (exclusive of depreciation and amortization shown separately below)		949			(570	)		379			12,497			9,813		22,310
Marketing and selling		1,511			—			1,511			35,092			—		35,092

Contribution margin	$	(8,292	)	$	(680	)		(8,972	)	$	(24,478	)	$	758		(23,720	)
General and administrative								12,854								53,452
Depreciation and amortization								80								48,057
Impairment charges								—								573,838

Loss from operations								(21,906	)							(699,067	)
Interest expense—net								18,310								41,076
Loss on extinguishment of debt								—								685

Net loss							$	(40,216	)						$	(740,828	)

The following table represents our segment information for the three and nine months ended September 30, 2021 (in thousands):


	Three Months Ended September 30, 2021							Nine Months Ended September 30, 2021
	Marketplace		Resale		Consolidated			Marketplace		Resale		Consolidated
Revenues	$	120,465	$	19,073	$	139,538		$	247,106	$	32,044	$	279,150
Cost of revenues (exclusive of depreciation and amortization shown separately below)		15,694		14,781		30,475			32,101		22,285		54,386
Marketing and selling		50,371		—		50,371			104,748		—		104,748

Contribution margin	$	54,400	$	4,292		58,692		$	110,257	$	9,759		120,016
General and administrative						42,509							87,486
Depreciation and amortization						711							1,506

Income from operations						15,472							31,024
Interest expense - net						17,319							50,477

Net loss					$	(1,847	)					$	(19,453	)

The following table represents our segment information for the year ended December 31, 2019 (in thousands):


	Marketplace		Resale		Consolidated
Revenues	$	403,645	$	65,280	$	468,925
Cost of revenues (exclusive of depreciation and amortization shown separately below)		52,857		53,146		106,003
Marketing and selling		178,446		—		178,446

Contribution margin	$	172,342	$	12,134		184,476
General and administrative						101,335
Depreciation and amortization						93,078

Loss from operations						(9,937	)
Interest expense — net						41,497
Loss on extinguishment of debt						2,414

Net loss					$	(53,848	)

The following table represents our segment information for the year ended December 31, 2020 (in thousands):


	Marketplace			Resale		Consolidated
Revenues	$	23,281		$	11,796	$	35,077
Cost of revenues (exclusive of depreciation and amortization shown separately below)		13,741			10,949		24,690
Marketing and selling		38,121			—		38,121

Contribution margin	$	(28,581	)	$	847		(27,734	)
General and administrative							66,199
Depreciation and amortization							48,247
Impairment charges							573,838

Loss from operations							(716,018	)
Interest expense — net							57,482
Loss on extinguishment of debt							685

Net loss						$	(774,185	)

Goodwill and Intangible Assets (Tables) - Hoya Intermediate, LLC

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Line Items]

Summary of Definite Lived Intangible Assets

Definite-lived intangible assets consisted of the following at December 31, 2019 and 2020 (in thousands):


	December 31, 2019							December 31, 2020
	Cost		Accumulated Amortization			Net Carrying amount		Cost		Accumulated Amortization			Net Carrying amount
Developed Technology	$	158,759	$	(75,458	)	$	83,301	$	2,622	$	(264	)	$	2,358
Supplier Relationships		137,200		(84,612	)		52,588		—		—			—
Customer Relationships		71,300		(58,134	)		13,166		—		—			—
Non-compete Agreements		5,360		(4,467	)		893		—		—			—

Total definite-lived intangibles assets	$	372,619	$	(222,671	)	$	149,948	$	2,622	$	(264	)	$	2,358

Schedule of Goodwill and Intangible Assets

The net changes in the carrying amounts of the Company’s intangible assets and goodwill during the nine months ended September 30, 2020 were as follows (in thousands):


	Definite-lived Intangible Assets			Trademark			Goodwill
Balance at January 1, 2020	$	149,948		$	143,400		$	1,060,428
Capitalized development costs		6,039			—			—
Impairment		(107,365	)		(78,734	)		(377,101	)
Disposals		(124	)		—			—
Amortization		(47,178	)		—			—

Balance at September 30, 2020	$	1,320		$	64,666		$	683,327

The net changes in the carrying amounts of the Company’s intangible assets and goodwill during the nine months ended September 30, 2021 were as follows (in thousands):


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2021	$	2,358		$	64,666	$	683,327
Capitalized development costs		6,558			—		—
Amortization		(1,480	)		—		—

Balance at September 30, 2021	$	7,436		$	64,666	$	683,327

The net changes in the carrying amounts of the Company’s intangible assets and goodwill were as follows (in thousands):


	Definite-lived Intangible Assets			Trademark			Goodwill
Balances at January 1, 2019	$	224,777		$	143,400		$	1,039,184
Acquisition		9,700			—			21,244
Capitalized development costs		7,949			—			—
Disposals		(983	)		—			—
Amortization		(91,495	)		—			—

Balances at December 31, 2019		149,948			143,400			1,060,428
Capitalized development costs		7,264			—			—
Impairment		(107,365	)		(78,734	)		(377,101	)
Disposals		(124	)		—			—
Amortization		(47,365	)		—			—

Balances at December 31, 2020	$	2,358		$	64,666		$	683,327

Summary of Estimated Future Amortization Expense

The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2020 is as follows (in thousands):


2021	$	872
2022		872
2023		614

Total	$	2,358

Impairments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Acquired Finite-Lived Intangible Assets [Line Items]

Summary of Impairment Charges

The following summarizes the impairment charges recorded by the Company during the nine months ended September 30, 2020 (in thousands):


Goodwill	$	377,101
Indefinite-lived trademark		78,734
Definite-lived intangible assets		107,365
Property and equipment		3,670
Personal seat licenses		6,968

Total impairment charges	$	573,838

The following summarizes the impairment charges recorded by the Company during the second quarter of 2020 (in thousands):


Goodwill	$	377,101
Indefinite lived trademark		78,734
Definite lived intangible assets		107,365
Property and equipment		3,670
Personal seat licenses		6,968

Total impairment charges	$	573,838

Acquisition (Tables)

12 Months Ended

Dec. 31, 2020

Hoya Intermediate, LLC

Business Acquisition [Line Items]

Summary of Consideration Paid and Fair Values of the Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid and the fair values of the assets acquired, and liabilities assumed (in thousands):


Allocation of purchase price
Cash and cash equivalents	$	3,130
Other current assets		776
Property and equipment		277
Intangible asset — developed technology		4,900
Intangible assets — other		4,800
Goodwill		21,244

Total assets acquired		35,127
Current liabilities assumed		879
Net assets acquired	$	34,248

Prepaid Expense And Other Current Asset (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets at December 31, 2020 and September 30, 2021 consist of the following (in thousands):


	December 31,		September 30,
	2020		2021
Recovery of future customer compensation	$	75,257	$	83,204
Insurance recovery asset		2,500		2,980
Capitalized transaction costs		—		5,148
Prepaid expenses		2,309		5,428

Total prepaid expenses and other current assets	$	80,066	$	96,760

Prepaid expenses and other current assets at December 31, 2019 and 2020 consist of the following (in thousands):


	2019		2020
Recovery of future customer compensation	$	6,662	$	75,257
Insurance recovery asset		—		2,500
Prepaid expenses		5,410		2,309

Total prepaid expenses and other current assets	$	12,072	$	80,066

Accrued Expenses and other Current liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Payables And Accruals [Line Items]

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at December 31, 2020 and September 30, 2021 consist of the following (in thousands):


	December 31,		September 30,
	2020		2021
Accrued marketing expense	$	1,086	$	24,228
Accrued tax		16,913		52,582
Accrued customer credits		125,481		132,921
Accrued future customer compensation		94,061		100,230
Other		18,593		30,166

Total accrued expenses and other current liabilities	$	256,134	$	340,127

Accrued expenses and other current liabilities at December 31, 2019 and 2020 consist of the following (in thousands):


	2019		2020
Marketing expense	$	12,044	$	1,086
Accrued tax		10,194		16,913
Accrued customer credits		—		125,481
Accrued future customer compensation		10,157		94,061
Other		27,613		18,593

Total accrued expenses and other current liabilities	$	60,008	$	256,134

Financial Instruments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Hoya Intermediate, LLC

Summary of Effects of Hedge Accounting and Interest Rate Swaps

The following table presents the effects of hedge accounting on AOCL for the three and nine months ended September 30, 2020 for interest rate contracts designated as cash flow hedges (in thousands):


	Three Months Ended September 30, 2020									Nine Months Ended September 30, 2020
	Interest rate swaps			Interest rate cap			Total			Interest rate swaps			Interest rate cap			Total
Beginning accumulated derivative loss in AOCL	$	(2,248	)	$	(1,030	)	$	(3,278	)	$	(887	)	$	(1,030	)	$	(1,917	)
Amount of gain recognized in AOCL		2,248			—			2,248			887			—			887
Less: Amount of loss reclassified from AOCL to income		—			—			—			—			—			—

Ending accumulated derivative loss in AOCL	$	—		$	(1,030	)	$	(1,030	)	$	—		$	(1,030	)	$	(1,030	)

The following table presents the effects of hedge accounting on AOCL for the three and nine months ended September 30, 2021 for interest rate contracts designated as cash flow hedges (in thousands):


	Three Months Ended September 30, 2021 Interest rate cap			Nine Months Ended September 30, 2021 Interest rate cap
Beginning accumulated derivative loss in AOCL	$	(309	)	$	(822	)
Amount of gain (loss) recognized in AOCL		—			—
Less: Amount of loss reclassified from AOCL to income		(309	)		(822	)

Ending accumulated derivative loss in AOCL	$	—		$	—


	January 1, 2019			Amount of Loss Recognized in AOCL			Less: Amount of Loss Reclassified from AOCL to Income		December 31, 2019
Interest rate swaps	$	5,720		$	(6,607	)	$	—	$	(887	)
Interest rate cap		(412	)		(618	)		—		(1,030	)

Total	$	5,308		$	(7,225	)	$	—	$	(1,917	)


	December 31, 2019			Amount of Loss Recognized in AOCL		Less: Amount of Loss Reclassified from AOCL to Income			December 31, 2020
Interest rate swaps	$	(887	)	$	887	$	—		$	—
Interest rate cap		(1,030	)		—		(208	)		(822	)

Total	$	(1,917	)	$	887	$	(208	)	$	(822	)

Fair Value (Tables) - Hoya Intermediate, LLC [Member]

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement

The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements:


Significant Unobservable Inputs		Range (Weighted Average)
Discount rate		12.5% - 13.5% (13.0%)
Long-term growth rate		2.5% - 3.5% (3.0%)

The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements:


Significant Unobservable Inputs		Range (Weighted Average)
Discount rate		12.5% - 13.5% (13.0%)
Long-term growth rate		2.5% - 3.5% (3.0%)

Changes in Significant Unobservable Inputs

The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands):


	Goodwill			Trademark
50 basis point increase in discount rate	$	(37,680	)	$	(3,935	)
50 basis point decrease in long-term growth rate		(21,344	)		(2,298	)

The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands):


	Goodwill			Trademark
50 basis point increase in discount rate	$	(37,680	)	$	(3,935	)
50 basis point decrease in long-term growth rate		(21,344	)		(2,298	)

Debt (Tables)

12 Months Ended

Dec. 31, 2020

Short-term Debt [Line Items]

Schedule Of Debt Instruments Disclosure

The Company’s outstanding debt at December 31, 2019 and 2020 is comprised of the following (in thousands):


	2019			2020
June 2017 First Lien Loan	$	624,577		$	618,721
May 2020 First Lien Loan		—			275,678

Total long-term debt, gross		624,577			894,399
Less: unamortized debt issuance costs		(12,132	)		(17,084	)

Total long-term debt, net of issuance costs		612,445			877,315
Less: current portion		(5,856	)		(6,412	)

Total long-term debt, net	$	606,589		$	870,903

Subsidiaries [Member]

Short-term Debt [Line Items]

Schedule Of Maturities Of Debt Instrument Carrying Amount

Future maturities of our outstanding debt, excluding interest, as of December 31, 2020 were as follows (in thousands):


2021	$	6,412
2022		6,412
2023		6,412
2024		875,163
2025		—

Total	$	894,399

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

Hoya Intermediate, LLC [Member]

Loss Contingencies [Line Items]

Summary Of Our Future Minimum Cash Obligations

Our future minimum cash obligations as of December 31, 2020, were as follows (in thousands):


	2021		2022		2023		2024		2025		There- after		Total
Operating Leases	$	2,077	$	1,990	$	1,493	$	1,523	$	1,422	$	—	$	8,505
Purchase obligations		3,346		2,903		1,114		—		—		—		7,363

Total	$	5,423	$	4,893	$	2,607	$	1,523	$	1,422	$	—	$	15,868

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2020

Hoya Intermediate, LLC [Member]

Schedule Of Property And Equipment, Net [Line Items]

Summary of property and equipment, net of accumulated depreciation

The following table summarizes our major classes of property and equipment, net of accumulated depreciation at December 31, 2019 (in thousands):


Leasehold Improvements	$	3,721
Computer Equipment		1,901
Furniture and Fixtures		556
Purchased Software		47

Total property and equipment		6,225
Less: accumulated depreciation		2,209

Total property and equipment — net	$	4,016

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement, Activity [Table Text Block]

The following table summarizes the activity for the Hoya Topco, LLC

Class B-1

Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2019 and 2020:


	Class B-1 Units					Class D Units					Class E Units
	Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units		Weighted Average Grant Date Fair Value
Balances at January 1, 2019		—		$	—		666,150		$	15.65		500,765	$	25.46
Units granted		—			—		218,000			15.50		—		—
Units repurchased		—			—		(6,000	)		15.28		—		—
Units forfeited		—			—		(45,640	)		15.42		—		—

Balances at December 31, 2019		—		$	—		832,510		$	15.63		500,765	$	25.46

Units granted		905,000			2.32		1,755,000			0.89		—		—
Units repurchased		—			—		(97,604	)		15.95		—		—
Units forfeited		(50,000	)		2.32		(441,666	)		7.81		—		—

Balances at December 31, 2020		855,000		$	2.32		2,048,240		$	4.67		500,765	$	25.46

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The following assumptions were used to calculate the fair value of our unit awards on the date of grant:


	Years Ended December 31,
	2019	2020
Estimated volatility	44.0% - 47.0%	47.0% - 102.0%
Expected term (years)	2.75 - 3.25	1.75 - 2.75
Risk-free rate	1.6% - 2.2%	0.1% - 1.6%
Expected dividend yield	0%	0%

Net Loss Per Unit (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Subsidiaries [Member]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table sets forth the computation of basic and diluted net loss per unit attributable to common unitholders for the periods indicated (in thousands, except per unit amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2021			2020			2021
Net loss	$	(40,216	)	$	(1,847	)	$	(740,828	)	$	(19,453	)
Accretion of senior preferred units		2,392			2,558			14,714			16,201

Net loss attributable to common unitholders	$	(42,608	)	$	(4,405	)	$	(755,542	)	$	(35,654	)

Weighted-average common units, basic and diluted		100			100			100			100

Net loss per unit attributable to common unitholders, basic and diluted	$	(426,080	)	$	(44,050	)	$	(7,555,420	)	$	(356,540	)

The following table sets forth the computation of basic and diluted net loss per unit attributable to common unitholders for the periods indicated (in thousands, except per unit amounts):


	Year ended December 31,
	2019			2020
Net loss	$	(53,848	)	$	(774,185	)
Accretion of senior preferred units		14,399			21,134

Net loss attributable to common unitholders	$	(68,247	)	$	(795,319	)

Weighted-average common units, basic and diluted		100			100

Net loss per unit attributable to common unitholders, basic and diluted	$	(682,472	)	$	(7,953,192	)

Background, Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands		9 Months Ended
	Oct. 18, 2021	Sep. 30, 2020
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash Acquired from Acquisition	$ 787,070
Vivid Seats Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Entity Incorporation, Date of Incorporation		Mar. 29, 2021
Equity Method Investment, Ownership Percentage	39.40%

Summary of Significant Accounting Policies - Summary of Property and Equipment (Detail) - Hoya Intermediate, LLC [Member]	12 Months Ended
	Dec. 31, 2020
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful lives	5 years
Purchased Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful lives	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful lives	7 years

Summary of Significant Accounting Policies – Summary of the Lived Intangible Assets Amortized on a Straight-Line Basis (Detail) - Hoya Intermediate, LLC [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Non Competition Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Definite-lived intangible assets useful lives		3 years
Supplier relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Definite-lived intangible assets useful lives		4 years
Developed Technology Rights [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite-lived intangible assets useful lives	5 years	5 years
Developed Technology Rights [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite-lived intangible assets useful lives	3 years	3 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite-lived intangible assets useful lives		5 years
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite-lived intangible assets useful lives		3 years

Summary of Significant Accounting Policies - Additional Information (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts receivable		$ 23,418
Accounts Receivable, Allowance for Credit Loss		5,715
Revision of Prior Period, Error Correction, Adjustment [Member]
Increase Decrease in Cost of revenues		1,753	$ 2,669
Resale contribution margin		285	345
Revision of Prior Period, Error Correction, Adjustment [Member] \| Minimum [Member]
Marketing Expense		$ 1,468	2,324
Personal seat licenses [Member]
Finite lived intangible assets useful life		30 years
Cost of Sales [Member]
Inventory Write-down	$ 3,634	$ 1,627
Depreciation And Amortization Expense [Member]
Amortization	$ 454	226
General and Administrative Expense [Member]
Income Tax Expense (Benefit)		230	831
Selling and Marketing Expense [Member]
Advertising Expense		$ 37,524	$ 175,926

Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - Hoya Intermediate, LLC - Market Place Segment - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total Marketplace revenues	$ 120,465	$ (5,832)	$ 247,106	$ 23,111	$ 23,281	$ 403,645
Concerts
Disaggregation of Revenue [Line Items]
Total Marketplace revenues	55,343	(3,455)	112,200	20,769	15,775	187,753
Sports
Disaggregation of Revenue [Line Items]
Total Marketplace revenues	53,485	(1,565)	115,628	(1,636)	3,484	169,577
Theater
Disaggregation of Revenue [Line Items]
Total Marketplace revenues	11,131	(828)	18,429	3,742	3,759	44,754
Other
Disaggregation of Revenue [Line Items]
Total Marketplace revenues	506	16	849	236	263	1,561
Owned properties
Disaggregation of Revenue [Line Items]
Total Marketplace revenues	96,169	(2,519)	198,900	21,601	24,188	329,262
Private Label
Disaggregation of Revenue [Line Items]
Total Marketplace revenues	$ 24,296	$ (3,313)	$ 48,206	$ 1,510	$ (907)	$ 74,383

Revenue Recognition - Additional Information (Detail) - Hoya Intermediate, LLC $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) segment	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Revenue From Contract With Customer [Line Items]
Number of reporting segments			2		2
Deferred revenue	$ 20,523		$ 20,523		$ 5,956	$ 5,932
Deferred Revenue, Revenue Recognized	994	$ 61	2,609	$ 3,439
Resale Segment
Revenue From Contract With Customer [Line Items]
Revenue from contract with customer excluding assessed tax	$ 19,073	$ (1,250)	$ 32,044	$ 10,571	$ 11,796	$ 65,280

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Segment Reporting - Schedule of Segment Reporting Information For the Period (Detail) - Hoya Intermediate, LLC - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Revenues	$ 139,538	$ (7,082)		$ 279,150	$ 33,682	$ 35,077	$ 468,925
Cost of revenues (exclusive of depreciation and amortization shown separately below)	30,475	379		54,386	22,310	24,690	106,003
Marketing and selling	50,371	1,511		104,748	35,092	38,121	178,446
Contribution margin	58,692	(8,972)		120,016	(23,720)	(27,734)	184,476
General and administrative expenses	42,509	12,854		87,486	53,452	66,199	101,335
Depreciation and amortization	711	80		1,506	48,057	48,247	93,078
Impairment charges			$ 573,838	0	573,838	573,838	0
(Loss) income from operations	15,472	(21,906)		31,024	(699,067)	(716,018)	(9,937)
Interest expense — net	17,319	18,310		50,477	41,076	57,482	41,497
Loss on extinguishment of debt				0	685	685	2,414
Net loss	(1,847)	(40,216)		(19,453)	(740,828)	(774,185)	(53,848)
Marketplace Segment [Member]
Segment Reporting Information [Line Items]
Revenues	120,465	(5,832)		247,106	23,111	23,281	403,645
Cost of revenues (exclusive of depreciation and amortization shown separately below)	15,694	949		32,101	12,497	13,741	52,857
Marketing and selling	50,371	1,511		104,748	35,092	38,121	178,446
Contribution margin	54,400	(8,292)		110,257	(24,478)	(28,581)	172,342
Resale Segment [Member]
Segment Reporting Information [Line Items]
Revenues	19,073	(1,250)		32,044	10,571	11,796	65,280
Cost of revenues (exclusive of depreciation and amortization shown separately below)	14,781	(570)		22,285	9,813	10,949	53,146
Contribution margin	$ 4,292	$ (680)		$ 9,759	$ 758	$ 847	$ 12,134

Goodwill and Intangible Assets - Summary of Definite Lived Intangible Assets (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Cost		$ 2,622	$ 372,619
Accumualted amortization		(264)	(222,671)
Net Carrying amount		2,358	149,948
Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Cost		2,622	158,759
Accumualted amortization	$ 1,744	(264)	(75,458)
Net Carrying amount	$ 7,436	$ 2,358	83,301
Supplier Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost			137,200
Accumualted amortization			(84,612)
Net Carrying amount			52,588
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost			71,300
Accumualted amortization			(58,134)
Net Carrying amount			13,166
Non-compete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Cost			5,360
Accumualted amortization			(4,467)
Net Carrying amount			$ 893

Goodwill And Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets Disclosure [Line Items]
Capitalized development costs			$ 6,039
Impairment	$ 78,734	$ 563,200	(107,365)	$ 563,200
Balance			1,320
Definite Lived Intangible Assets [Member]
Goodwill And Intangible Assets Disclosure [Line Items]
Balance		2,358	149,948	149,948	$ 224,777
Acquisition					9,700
Capitalized development costs		6,558		7,264	7,949
Impairment				(107,365)
Disposals			(124)	(124)	(983)
Amortization		(1,480)	(47,178)	(47,365)	(91,495)
Balance		7,436		2,358	149,948
Trademarks
Goodwill And Intangible Assets Disclosure [Line Items]
Balance		64,666	143,400	143,400	143,400
Impairment			(78,734)	(78,734)
Balance		64,666	64,666	64,666	143,400
Goodwill
Goodwill And Intangible Assets Disclosure [Line Items]
Balance		683,327	1,060,428	1,060,428	1,039,184
Acquisition					21,244
Impairment			(377,101)	(377,101)
Balance		$ 683,327	$ 683,327	$ 683,327	$ 1,060,428

Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Finite Lived Intangible Assets Future Amortization Expense [Line Items]
2021	$ 872
2022	872
2023	614
Total	$ 2,358	$ 149,948

Goodwill and Intangible Assets - Additional Information (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Goodwill And Intangible Assets Disclosure [Line Items]
Finite lived intangible assets net carrying amount				$ 2,358	$ 149,948
Accumualted amortization				(264)	(222,671)
Impairment	$ 78,734	$ 563,200	$ (107,365)	563,200
Amortization of Intangible Assets				47,365	91,495
Goodwill, Impairment Loss	$ 377,101				0
Developed Technology Rights [Member]
Goodwill And Intangible Assets Disclosure [Line Items]
Finite lived intangible assets net carrying amount		7,436		2,358	83,301
Accumualted amortization		$ 1,744		$ (264)	$ (75,458)
Developed Technology Rights [Member] \| Maximum [Member]
Goodwill And Intangible Assets Disclosure [Line Items]
Finite lived intangible assets useful life		5 years		5 years
Developed Technology Rights [Member] \| Minimum [Member]
Goodwill And Intangible Assets Disclosure [Line Items]
Finite lived intangible assets useful life		3 years		3 years

Impairments - Additional Information (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Tangible Asset Impairment Charges	$ 118,003
Impairment of Intangible Assets, Finite-lived	$ 107,365		$ 107,365
Percentage of royalty rate	2.00%
Impairment of Intangible Assets, Indefinite-lived Excluding Goodwill	$ 78,734	$ 563,200	$ (107,365)	$ 563,200
Goodwill, Impairment Loss	377,101				$ 0
Goodwill	$ 683,327			$ 21,244

Impairments - Summary of Impairment Charges (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Goodwill	$ 377,101	$ 683,327	$ 377,101	$ 683,327	$ 1,060,428
Indefinite-Lived Trademarks	78,734		78,734
Definite-lived intangible assets	107,365		107,365
Property and equipment	3,670		3,670
Personal seat licenses	6,968		6,968
Total impairment charges	$ 573,838	$ 0	$ 573,838	$ 573,838	$ 0

Acquisition - Summary of Consideration Paid and Fair Values of the Assets Acquired and Liabilities Assumed (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	Dec. 31, 2020	Jun. 30, 2020
Business Acquisition [Line Items]
Cash and cash equivalents	$ 3,130
Other current assets	776
Property and equipment	277
Goodwill	21,244	$ 683,327
Total assets acquired	35,127
Current liabilities assumed	879
Net assets acquired	34,248
Developed technology [Member]
Business Acquisition [Line Items]
Intangible assets	4,900
Other [Member]
Business Acquisition [Line Items]
Intangible assets	$ 4,800

Acquisition - Additional Information (Details) $ in Thousands	Apr. 11, 2019 USD ($)
Hoya Intermediate, LLC [Member] \| Fanxchange Limited [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 31,118

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 83,204	$ 75,257	$ 6,662
Insurance recovery asset	2,980	2,500
Capitalized transaction costs	5,148
Prepaid expenses	5,428	2,309	5,410
Total prepaid expenses and other current assets	$ 96,760	$ 80,066	$ 12,072

Prepaid Expense And Other Current Asset - Additional Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Increase in recovery of future customer compensation costs	$ 7,947

Accrued Expenses and other Current liabilities - Schedule Of Accrued Expenses and Other Current Liabilities (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Payables And Accruals [Line Items]
Accrued marketing expense	$ 24,228	$ 1,086	$ 12,044
Accrued tax	52,582	16,913	10,194
Accrued customer credits	132,921	125,481
Accrued future customer compensation	100,230	94,061	10,157
Other	30,166	18,593	27,613
Total accrued expenses and other current liabilities	$ 340,127	$ 256,134	$ 60,008

Financial Instruments - Summary of Effects of Hedge Accounting and Interest Rate Swaps (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Beginning accumulated derivative loss in AOCL		$ (3,278)		$ (1,917)	$ (1,917)	$ 5,308
Amount of gain recognized in AOCL		2,248		887	887	(7,225)
Less: Amount of loss reclassified from AOCL to income					(208)
Ending accumulated derivative loss in AOCL		(1,030)		(1,030)	(822)	(1,917)
Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Beginning accumulated derivative loss in AOCL		(2,248)		(887)	(887)	5,720
Amount of gain recognized in AOCL		2,248		887	887	(6,607)
Less: Amount of loss reclassified from AOCL to income
Ending accumulated derivative loss in AOCL						(887)
Interest Rate Cap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Beginning accumulated derivative loss in AOCL	$ (309)	(1,030)	$ (822)	(1,030)	(1,030)	(412)
Amount of gain recognized in AOCL					0	(618)
Less: Amount of loss reclassified from AOCL to income	(309)		(822)		(208)
Ending accumulated derivative loss in AOCL		$ (1,030)		$ (1,030)	$ (822)	$ (1,030)

Financial Instruments - Additional Information (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Interest expense – net	$ 17,319	$ 18,310	$ 50,477	$ 41,076	$ 57,482	$ 41,497
Allowance for doubtful accounts					5,715
Covid19 [Member]
Accounts receivable - net	10,077		10,077		23,418
Allowance for doubtful accounts	$ 2,121		$ 2,121		5,715
Interest Rate Swap [Member]
Notional amount		$ 520,688		$ 520,688
Interest rate swap, fixed interest rate		1.90%		1.90%
Interest expense – net		$ 2,241		$ 4,291	4,291	2,111
Interest Rate Swap [Member] \| Interest Expense [Member]
Interest expense – net						$ 887
Interest Rate Cap [Member]
Notional amount					$ 518,719
Interest rate swap, fixed interest rate	0.00%		0.00%		0.00%	0.00%
Interest expense – net	$ 309		$ 822		$ 208	$ 822
Derivative asset, notional amount	$ 516,750	$ 1,030	$ 516,750	$ 1,030	$ 1,030
strike rate	3.50%		3.50%		3.50%

Fair Value Measurements - Additional Information (Detail) - Hoya Intermediate, LLC - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	May 22, 2020	Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying amount			$ 260,000
Level 2 \| Recurring \| Interest Rate Swap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Fair Value, Net				$ 887
Level 2 \| Recurring \| Interest Rate Cap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Fair Value, Net		$ 0		0
Level 2 \| June 2017 First Lien Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value	$ 610,266	583,145		620,673
Carrying amount	606,204	609,080		$ 612,445
Level 2 \| June 2017 First Lien Loan \| Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Repayments of debt	148,200
Level 2 \| May 2020 First Lien Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value		319,850
Carrying amount		268,235
Level 3 \| May 2020 First Lien Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value	324,193	319,850
Carrying amount	$ 298,063	$ 268,235

Fair Value - Significant Unobservable Inputs for Level 3 Fair Value Measurement (Details) - Hoya Intermediate, LLC - Level 3 - Nonrecurring	Sep. 30, 2021	Dec. 31, 2020
Discount Rate \| Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Non-fiancial asset, significant unobervable input	12.5	12.5
Discount Rate \| Weighted Average [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Non-fiancial asset, significant unobervable input	13.5	13.5
Discount Rate \| Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Non-fiancial asset, significant unobervable input	(13.0)	(13.0)
Long-term Growth Rate \| Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Non-fiancial asset, significant unobervable input	2.5	2.5
Long-term Growth Rate \| Weighted Average [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Non-fiancial asset, significant unobervable input	3.5	3.5
Long-term Growth Rate \| Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Non-fiancial asset, significant unobervable input	(3.0)	(3.0)

Fair Value - Changes in Significant Unobservable Inputs (Details) - Hoya Intermediate, LLC - Nonrecurring - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Discount Rate \| Goodwill [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
50 basis point increase in discount rate	$ (37,680)	$ (37,680)
Discount Rate \| Trademarks [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
50 basis point increase in discount rate	(3,935)	(3,935)
Long-term Growth Rate \| Goodwill [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
50 basis point decrease in long-term growth rate	(21,344)	(21,344)
Long-term Growth Rate \| Trademarks [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
50 basis point decrease in long-term growth rate	$ (2,298)	$ (2,298)

Debt - Summary Of Maturities Of Debt Instrument Carrying Amount (Detail) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Short-term Debt [Line Items]
2021	$ 6,412
2022	6,412
2023	6,412
2024	875,163
2025	0
Total	$ 894,399	$ 624,577

Debt - Additional Information (Detail) - USD ($) $ in Thousands						9 Months Ended		12 Months Ended
	Dec. 31, 2020	May 22, 2020	Mar. 17, 2020	Dec. 31, 2019	Jul. 02, 2018	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Oct. 28, 2019	Jun. 30, 2017
Debt instrument, Amortization payments, Frequency
Debt instrument, collateral	All obligations under the June 2017 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of the assets of the Company
Hoya Intermediate, LLC [Member]
Debt instrument, Amortization payments, Frequency
Gain loss on extinguishment of debt						$ 0	$ (685)	$ (685)	$ (2,414)
Proceeds from long term lines of credit							50,000	50,000
Debt instrument, unamortized discount	$ 6,500							6,500
Debt issuance costs net	$ 1,979							$ 1,979
Debt instrument, covenant compliance								As of December 31, 2020, the Company was in compliance with all of its debt covenants related to the June 2017 First Lien Loan and May 2020 First Lien Loan.
Long term debt, maturity date	Jun. 30, 2024							Jun. 30, 2024		Oct. 28, 2019
Debt instrument, amortization payments, frequency	quarterly
Debt instrument, amortization payments, percentage	1.00%
Percentage of excess cash flow subject to leverage ratio	50.00%
Debt instrument, Interest rate during period	4.50%			5.30%
Debt instrument maturity date range, end	May 22, 2026
Debt instrument, maturity date range, start	Jun. 30, 2024
Debt instrument, Amortization payments to be paid	$ 0							$ 0
Debt instrument, interest rate, effective percentage	11.50%							11.50%
Debt instrument, face amount		$ 260,000
Hoya Intermediate, LLC [Member] \| May 2021 Lien Loan First Prepayment [Member]
Debt instrument, Amortization payments, Frequency
Debt instrument covenant description						The Company is subject to certain reporting and compliance-related covenants to remain in good standing under the June 2017 First Lien Loan and May 2020 First Lien Loan. These covenants, among other things, limit the ability of the Company to incur additional indebtedness, and in certain circumstances, create restrictions on the ability to enter into transactions with affiliates; create liens; merge or consolidate; and make certain payments. Non-compliance with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral.
Hoya Intermediate, LLC [Member] \| Period Ending Prior To May 22 2022 [Member]
Debt instrument, Amortization payments, Frequency
Long term debt, percentage bearing fixed interest, percentage rate	11.50%							11.50%
Hoya Intermediate, LLC [Member] \| On And After May 22 2022 But Prior To May 22 2023 [Member]
Debt instrument, Amortization payments, Frequency
Debt instrument, Interest rate, stated percentage	5.00%							5.00%
Hoya Intermediate, LLC [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt instrument, Amortization payments, Frequency
Debt Instrument, basis spread on variable rate	5.00%
Debt instrument, floor rate	1.00%
Hoya Intermediate, LLC [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| May 2021 Lien Loan First Prepayment [Member]
Debt instrument, Amortization payments, Frequency
Debt Instrument, basis spread on variable rate	9.50%
Hoya Intermediate, LLC [Member] \| Base Rate [Member]
Debt instrument, Amortization payments, Frequency
Debt instrument, floor rate	2.00%
Hoya Intermediate, LLC [Member] \| Base Rate [Member] \| May 2021 Lien Loan First Prepayment [Member]
Debt instrument, Amortization payments, Frequency
Debt Instrument, basis spread on variable rate	8.50%
Hoya Intermediate, LLC [Member] \| Interest Expense [Member]
Debt instrument, Amortization payments, Frequency
Amortization of debt issuance costs and discounts								$ 3,655	2,860
Hoya Intermediate, LLC [Member] \| First Lien Loan Amended [Member]
Debt instrument, Amortization payments, Frequency
Debt instrument, Increase decrease in commited amount					$ 115,000
Hoya Intermediate, LLC [Member] \| Revolving Credit Facility [Member]
Debt instrument, Amortization payments, Frequency
Gain loss on extinguishment of debt								685
Proceeds from long term lines of credit			$ 50,000
Line of credit facility, expiration date		May 22, 2020
Line of credit facility, Periodic payment				$ 0
Hoya Intermediate, LLC [Member] \| First Lien Debt Facility [Member]
Debt instrument, Amortization payments, Frequency
Debt instrument, face amount											$ 575,000
Hoya Intermediate, LLC [Member] \| First Lien Debt Facility [Member] \| Revolving Credit Facility [Member]
Debt instrument, Amortization payments, Frequency
Line of credit facility, maximum borrowing capacity											50,000
Hoya Intermediate, LLC [Member] \| Second Lien Credit Facility [Member]
Debt instrument, Amortization payments, Frequency
Debt instrument, face amount											185,000
Hoya Intermediate, LLC [Member] \| Occur Prior To May 22 2022 [Member]
Debt instrument, Amortization payments, Frequency
Extinguishment of debt, Prepayment penalty percentage	6.00%
Hoya Intermediate, LLC [Member] \| On Or After May 22 2022 Prior To May 22 2023 [Member]
Debt instrument, Amortization payments, Frequency
Extinguishment of debt, Prepayment penalty percentage	6.00%
Hoya Intermediate, LLC [Member] \| On Or After May 22 2022 Prior To May 22 2023 [Member] \| Base Rate [Member]
Debt instrument, Amortization payments, Frequency
Debt Instrument, basis spread on variable rate	4.00%
Hoya Intermediate, LLC [Member] \| Occur Prior To May 22 2023 [Member] \| May 2021 Lien Loan First Prepayment [Member]
Debt instrument, Amortization payments, Frequency
Extinguishment of debt, Amount	$ 91,000
Extinguishment of debt, Prepayment penalty percentage	3.00%
Hoya Intermediate, LLC [Member] \| Maximum [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt instrument, Amortization payments, Frequency
Debt Instrument, basis spread on variable rate	3.50%
Hoya Intermediate, LLC [Member] \| Maximum [Member] \| Base Rate [Member]
Debt instrument, Amortization payments, Frequency
Debt Instrument, basis spread on variable rate	2.50%
Hoya Intermediate, LLC [Member] \| Minimum [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt instrument, Amortization payments, Frequency
Debt Instrument, basis spread on variable rate	3.00%
Hoya Intermediate, LLC [Member] \| Minimum [Member] \| Base Rate [Member]
Debt instrument, Amortization payments, Frequency
Debt Instrument, basis spread on variable rate	2.00%
Hoya Intermediate, LLC [Member] \| Minimum [Member] \| Occur Prior To May 22 2022 [Member]
Debt instrument, Amortization payments, Frequency
Extinguishment of debt, Amount	$ 91,000
Payment for debt extinguishment or debt prepayment cost	91,000
Hoya Intermediate, LLC [Member] \| Minimum [Member] \| On Or After May 22 2022 Prior To May 22 2023 [Member]
Debt instrument, Amortization payments, Frequency
Extinguishment of debt, Amount	91,000
Payment for debt extinguishment or debt prepayment cost	$ 91,000
Hoya Intermediate, LLC [Member] \| June 2017 First Lien Loan [Member]
Debt instrument, Amortization payments, Frequency
Repayments of long term debt						$ 4,809	$ 4,253	$ 5,856	6,967
Hoya Intermediate, LLC [Member] \| June 2017 First Lien Loan [Member] \| First Lien Debt Facility [Member]
Debt instrument, Amortization payments, Frequency
Debt instrument, face amount											$ 525,000
Hoya Intermediate, LLC [Member] \| June 2017 Second Lien Loan [Member]
Debt instrument, Amortization payments, Frequency
Payment for debt extinguishment or debt prepayment cost									400
Repayments of long term debt									40,000
Gain loss on extinguishment of debt									2,414
Payments of debt issuance costs									$ 2,014

Debt - Summary Of Debt Instruments Disclosure (Detail) - Subsidiaries [Member] - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 894,399	$ 624,577
Less: unamortized debt issuance costs		(17,084)	(12,132)
Total long-term debt, net of issuance costs		877,315	612,445
Less: current portion	$ (6,412)	(6,412)	(5,856)
Total long-term debt, net	$ 897,855	870,903	606,589
June Two Thousand And Seventeen First Lien Loan [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		618,721	624,577
May Two Thousand And Twenty First Lien Loan [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 275,678	$ 0

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Commitments and Contingencies - Summary Of Future Minimum Cash Obligations (Detail) - Subsidiaries [Member] $ in Thousands	Dec. 31, 2020 USD ($)
Contractual Obligation Fiscal Year Maturity Schedule [Line Items]
2021	$ 5,423
2022	4,893
2022	2,607
2024	1,523
2025	1,422
There- after	0
Total	15,868
Operating Leases Obligations [Member]
Contractual Obligation Fiscal Year Maturity Schedule [Line Items]
2021	2,077
2022	1,990
2022	1,493
2024	1,523
2025	1,422
There- after	0
Total	8,505
Purchase Obligations [Member]
Contractual Obligation Fiscal Year Maturity Schedule [Line Items]
2021	3,346
2022	2,903
2022	1,114
2024	0
2025	0
There- after	0
Total	$ 7,363

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 01, 2020
Accounts Payable and Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Accrued Liabilities		$ 5,724		$ 5,724		$ 2,550
Accounts Payable and Accrued Liabilities [Member] \| Reduction in Taxes [Member]
Loss Contingencies [Line Items]
Gain Contingency, Unrecorded Amount		51,380		51,380				$ 16,818
Prepaid Expenses and Other Current Assets [Member]
Loss Contingencies [Line Items]
Assets Held by Insurance Regulators		2,980		2,980		2,980
Subsidiaries [Member]
Loss Contingencies [Line Items]
Due to Related Parties						0
Operating leases rent expense net						2,815	$ 2,749
Payments for settlement	$ 277
Sales Tax Expense		21,574	$ 488	34,561	$ 4,959
Recorded An Adjustment To The Liability		8,368
Subsidiaries [Member] \| Accounts Payable and Accrued Liabilities [Member]
Loss Contingencies [Line Items]
Other Liabilities		$ 1,083		$ 1,083		1,083	1,360
Accrued Liabilities						2,550
Subsidiaries [Member] \| Accounts Payable and Accrued Liabilities [Member] \| Reduction in Taxes [Member]
Loss Contingencies [Line Items]
Gain Contingency, Unrecorded Amount						16,818	$ 9,988
Subsidiaries [Member] \| Prepaid Expenses and Other Current Assets [Member]
Loss Contingencies [Line Items]
Assets Held by Insurance Regulators						$ 2,500

Related Party Transactions - Related Party Loans and Administrative Support Agreement (Details) - Vivid Cheers [Member] - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	$ 886	$ 1,843
Due to Related Parties, Current	$ 714	$ 714	$ 450

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.19(a))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

+ Details

Employee Benefit Plan - Additional Information (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Defined contribution plan, cost	$ 887	$ 1,147
Defined contribution plan, employer discretionary contribution amount	$ 0	$ 0

Property and Equipment - Additional Information (Detail) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Asset Impairment Charges	$ 573,838	$ 0	$ 573,838	$ 573,838	$ 0
Impairment, Long-Lived Asset, Held-for-Use	$ 3,670		$ 3,670
Depreciation And Amortization Expense [Member]
Depreciation				643	1,095
Asset Impairment Charges					$ 0
Impairment, Long-Lived Asset, Held-for-Use				$ 3,670

Property and Equipment - Summary of property and equipment, net of accumulated depreciation (Detail) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Property And Equipment, Net [Line Items]
Property, Plant and Equipment, Gross			$ 6,225
Less: accumulated depreciation			2,209
Total property and equipment — net	$ 664	$ 0	4,016
Leasehold Improvements [Member]
Schedule Of Property And Equipment, Net [Line Items]
Property, Plant and Equipment, Gross			3,721
Computer Equipment [Member]
Schedule Of Property And Equipment, Net [Line Items]
Property, Plant and Equipment, Gross			1,901
Furniture and Fixtures [Member]
Schedule Of Property And Equipment, Net [Line Items]
Property, Plant and Equipment, Gross			556
Purchased Software [Member]
Schedule Of Property And Equipment, Net [Line Items]
Property, Plant and Equipment, Gross			$ 47

Equity-Based Compensation - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of unit awards (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%
Subsidiaries [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	102.00%	47.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	2 days 18 hours	3 days 6 hours
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.60%	2.20%
Subsidiaries [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	47.00%	44.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	1 day 18 hours	2 days 18 hours
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	0.10%	1.60%

Equity-Based Compensation - summary of Share Based Compensation Activity (Details) - Subsidiaries [Member] - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2019
Class B One Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	855,000	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price	$ 2.32	$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	905,000	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 2.32	$ 0
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period	0	0
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period Weighted Average Grant Date Fair Value	$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	(50,000)	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value	$ 2.32	$ 0
Class D Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	2,048,240	832,510	666,150
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price		$ 15.58
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	1,755,000	218,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.89	$ 15.50
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period	(97,604)	(6,000)
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period Weighted Average Grant Date Fair Value	$ 15.95	$ 15.28
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	(441,666)	(45,640)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value	$ 7.81	$ 15.42
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Grant Date Fair Value	$ 4.67	$ 15.63	$ 15.65
Class E Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	500,765	500,765	500,765
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price		$ 25.46
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0	$ 0
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period	0	0
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period Weighted Average Grant Date Fair Value	$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value	$ 0	$ 0
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Grant Date Fair Value	$ 25.46	$ 25.46	$ 25.46

Equity-Based Compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2019
Class B One Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units vested	$ 2.32
Units vested Weighted average grant date fair value	2.32
Class D Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units vested	3.24
Units vested Weighted average grant date fair value	3.24
Class E Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units vested	25.46
Units vested Weighted average grant date fair value	$ 25.46
Hoya Intermediate, LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 0	$ 0
Hoya Intermediate, LLC \| Incentive Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Rights, Percentage per year	20.00%
Award Vesting Period	5 years
Share-based Payment Arrangement, Expense	$ 4,287	5,174
Units vested	$ 15.58
Amount of cost to be recognized for nonvested award under share-based payment arrangement		$ 13,992
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition	4 years
Units vested Weighted average grant date fair value	$ 15.58
Hoya Intermediate, LLC \| Class B One Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units repurchased	0	0
Units vested	$ 0
Units unvested	855,000
Units exercisable number	950,000
Units vested Weighted average grant date fair value	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price	$ 2.32	$ 0	$ 0
Hoya Intermediate, LLC \| Class D Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units repurchased	97,604	6,000
Distribution Made to Limited Liability Company (LLC) Member, Unit Distribution	7,604	6,000
Payments of Distributions to parent	$ 120	$ 8,095
Units vested		$ 15.78
Units vested	236,736,000	204,164,000
Units unvested	1,811,504	628,346
Units exercisable number	2,495,240	1,000,000
Units vested Weighted average grant date fair value		$ 15.78
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price		$ 15.58
Hoya Intermediate, LLC \| Class E Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units repurchased	0	0
Units vested	$ 25.46	$ 25.46
Units vested	200,306,000	100,153,000
Units unvested	300,459	400,612
Units exercisable number	500,765	500,765
Units vested Weighted average grant date fair value	$ 25.46	$ 25.46
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price		$ 25.46

Members' Equity (Deficit) And Redeemable Preferred Units - Additional Information (Detail) - Subsidiaries [Member] - Redeemable Senior Preferred Units [Member]	12 Months Ended
	Dec. 31, 2020 USD ($) Day
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items]
Limited Liability Company LLC Preferred Unit Annual Yield Percentage	12.50%
Limited Liability Company LLC Preferred Unit Annual Yield Percentage Increase By Basis Points \| Day	100
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid \| $	$ 0
After June Thirty Two Thousand and Twenty One [Member]
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items]
Limited Liability Company LLC Redeemable Preferred Unit Percentage of Redemption Premium	0.00%
Between July First Two Thousand and Twenty to June Thirty Two Thousand and Twenty One [Member]
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items]
Limited Liability Company LLC Redeemable Preferred Unit Percentage of Redemption Premium	2.00%
Between July First Two Thousand and Nineteen to June Thirty Two Thousand and Twenty [Member]
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items]
Limited Liability Company LLC Redeemable Preferred Unit Percentage of Redemption Premium	4.00%

Prepaid Expense And Other Current Liabilities - Schedule Of Accrued Expenses and Other Current Liabilities (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Hoya Intermediate, LLC
Payables And Accruals [Line Items]
Customer credits redeemed amount	$ 40,274

Net Loss Per Unit - Schedule of Earnings Per Share, Basic and Diluted (Detail) - Subsidiaries [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Net loss	$ (1,847)	$ (40,216)	$ (19,453)	$ (740,828)	$ (774,185)	$ (53,848)
Accretion of senior preferred units	2,558	2,392	16,201	14,714	21,134	14,399
Net loss attributable to Common Unit holders	$ (4,405)	$ (42,608)	$ (35,654)	$ (755,542)	$ (795,319)	$ (68,247)
Weighted-average Common Units, basic and diluted	100	100	100	100	100	100
Net loss per unit attributable to Common Unit holders, basic and diluted	$ (44,050)	$ (426,080)	$ (356,540)	$ (7,555,420)	$ (7,953,192)	$ (682,472)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Net Loss Per Unit - Additional Information (Detail)	12 Months Ended
Net Loss Per Unit - Additional Information (Detail)	Dec. 31, 2020 shares
Subsidiaries [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0

Stockholder's equity - Additional Information (Detail) - USD ($)	Mar. 29, 2021	Sep. 30, 2021	Jun. 30, 2021
Common stock par or stated value per share			$ 0.01
Common Stock Shares Authorized			1,000
Vivid Seats Inc
Common stock par or stated value per share		$ 0.01
Common Stock Shares Authorized		1,000
Stock issued during period, shares	100
Stock issued during period, values	$ 10.00

Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	Oct. 18, 2021	Apr. 21, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share				$ 0.01
Subsequent Event [Member]
Subsequent Event [Line Items]
Merger Transaction fees	$ 54,279
Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Stock issued during period, shares	29,431,260
Warrant exercise price per share	$ 15.00
Special dividend paid	$ 17,698
Special dividend per share	$ 0.23
Dividend Paid Date	Nov. 02, 2021
Subsequent Event [Member] \| Common Class A [Member] \| Warrant [Member]
Subsequent Event [Line Items]
Stock issued during period, shares	18,132,778
Stock value issued for exercise of warrants	6,519,791
Warrant exercise price per share	$ 11.50
Subsequent Event [Member] \| Common Class B [Member]
Subsequent Event [Line Items]
Stock issued during period, shares	118,200,000
Subsequent Event [Member] \| Common Class B [Member] \| Warrant [Member]
Subsequent Event [Line Items]
Stock value issued for exercise of warrants	6,000,000
Warrant exercise price per share	$ 0.001
Horizon Sponsor LLC \| Subsequent Event [Member]
Subsequent Event [Line Items]
Cash and cash equivalents	$ 311,898
Stock issued during period, values	$ 475,172
Horizon Sponsor LLC \| Subsequent Event [Member] \| Warrant [Member]
Subsequent Event [Line Items]
Stock issued during period, shares	5,166,666
Stock value issued for exercise of warrants	17,000,000
Horizon Sponsor LLC \| Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Stock issued during period, shares	50,000
Warrant exercise price per share	$ 10.00
Horizon Sponsor LLC \| Subsequent Event [Member] \| Common Class A [Member] \| Warrant [Member]
Subsequent Event [Line Items]
Stock value issued for exercise of warrants	17,000,000
Warrant exercise price per share	$ 11.50
Horizon Sponsor LLC \| Subsequent Event [Member] \| Private Investment In Public Equity [Member]
Subsequent Event [Line Items]
Cash and cash equivalents	$ 250,172
Horizon Sponsor LLC \| Subsequent Event [Member] \| Private Investment In Public Equity [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Number of shares issued	47,517,173
Hoya Intermediate, LLC
Subsequent Event [Line Items]
Cash and cash equivalents			$ 488,467		$ 285,337	$ 81,289
Hoya Intermediate, LLC \| Subsequent Event [Member]
Subsequent Event [Line Items]
Repayments of debt	$ 482,397
Redemption of preferred units	$ 236,005
Outstanding equity interests	39.40%
Hoya Intermediate, LLC \| Subsequent Event [Member] \| Merger with Horizon Acquisition Corporation [Member]
Subsequent Event [Line Items]
Minimum Threshold Proceeds from Merger Transaction		$ 768,984
Proceeds from Merger Transaction		$ 769,000
Hoya Intermediate, LLC \| Subsequent Event [Member] \| Merger with Horizon Acquisition Corporation [Member] \| PIPE Investors [Member]
Subsequent Event [Line Items]
Common Stock, Shares Subscribed but Unissued		22,500,000
Common Stock, Par or Stated Value Per Share		$ 0.0001
Common Stock, Value, Subscriptions		$ 225,000