0001193125-22-079508 | POS AM | XBRL Viewer

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net income (loss)	$ (19,129)	$ (774,185)	$ (53,848)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	2,322	48,247	93,078
Amortization of deferred financing costs and interest rate cap	4,472	3,863	2,860
Loss on disposal of long-lived assets		169	960
Equity-based compensation expense	6,047	4,287	5,174
Loss on extinguishment of debt	35,828	685	2,414
Interest expense paid-in-kind	25,214	15,678
Change in fair value of warrants	1,389
Impairment charges		573,838
Changes in operating assets and liabilities, net of impact of acquisitions:
Accounts receivable	(874)	(10,250)	225
Inventory	(4,311)	4,094	(1,628)
Prepaid expenses and other current assets	7,623	(67,584)	642
Accounts payable	128,160	(28,674)	1,792
Accrued expenses and other current liabilities	14,196	195,404	23,272
Deferred revenue	19,183	24	2,005
Other assets and liabilities	(189)	512	(468)
Net cash provided by (used in) operating activities	219,931	(33,892)	76,478
Cash flows from investing activities
Cash acquired (paid) in acquisition	301		(31,118)
Purchases of property and equipment	(1,132)	(341)	(1,258)
Proceeds from the sale of personal seat licenses			170
Purchases of personal seat licenses	(76)
Investments in developed technology	(8,438)	(7,264)	(7,949)
Net cash used in investing activities	(9,345)	(7,605)	(40,155)
Cash flows from financing activities
Proceeds from PIPE Financing	475,172
Proceeds from the Merger Transaction	277,738
Redemption of Redeemable Senior Preferred Units	(236,026)
Payments of May 2020 First Lien Loan	(304,141)
Prepayment penalty on extinguishment of debt	(27,974)
Proceeds from Revolving Facility		50,000
Payments of Revolving Facility		(50,000)
Payments of deferred financing costs and other debt-related costs		(8,479)	(400)
Distributions		(120)	(8,095)
Payment of reverse recapitalization costs	(20,175)
Dividends paid to Class A Common Stock Shareholders	(17,698)
Net cash (used in) provided by financing activities	(6,113)	245,545	(55,462)
Net increase (decrease) in cash and cash equivalents and restricted cash	204,473	204,048	(19,139)
Cash and cash equivalents – beginning of period	285,337	81,289	100,428
Cash, cash equivalents, and restricted cash - end of period	489,810	285,337	81,289
Supplemental disclosure of cash flow information:
Paid-in-kind interest added to May 2020 First Lien Loan principal	28,463	15,678
Cash paid for interest	28,595	34,592	38,653
Betcha acquisition non-cash consideration	21,306
June 2017 First Lien Loan
Cash flows from financing activities
Payments of June 2017 First Lien Loan	$ (153,009)	(5,856)	(6,967)
June 2017 Second Lien Loan
Cash flows from financing activities
Payments of June 2017 Second Lien Loan			$ (40,000)
May 2020 First Lien Loan
Cash flows from financing activities
Proceeds from May 2020 First Lien Loan		$ 260,000

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 58,319	$ 75,257
Insurance recovery asset	480	2,500
Prepaid expenses	9,573	2,309
Other current assets	4,132	0
Total prepaid expenses and other current assets	$ 72,504	$ 80,066

Income Taxes - Schedule of Components of Income Tax Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Current
U.S. Federal	$ 0
State & Local	304
Foreign	0
Total current income tax expense (benefit)	304
Deferred
U.S. Federal	0
State & Local	0
Foreign	0
Total deferred income tax expense (benefit)	0
Total income tax expense (benefit)	$ 304

Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands	Total	Hoya Intermediate, LLC	Noncontrolling Interest [Member]	Redeemable Senior Preferred Units	Redeemable Senior Preferred Units Hoya Intermediate, LLC	Redeemable Preferred Units	Common Class A [Member] Hoya Intermediate, LLC	Common Class B [Member] Hoya Intermediate, LLC	Common Units [Member]	Common Units [Member] Common Class A [Member]	Common Units [Member] Common Class B [Member]	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive (Income) Loss
Temporary equity, Balances, shares at Dec. 31, 2018				100		100
Temporary equity, Balances at Dec. 31, 2018				$ 182,755		$ 9,939
Balances, shares at Dec. 31, 2018									100
Balances at Dec. 31, 2018		$ 596,669										$ 790,003	$ (198,642)	$ 5,308
Net income (loss)	$ (53,848)	(53,848)											(53,848)
Unrealized gain (loss) on derivative instruments		(7,225)												(7,225)
Deemed contribution from former parent		5,174										5,174
Accretion of senior preferred units		(14,399)		$ 14,399								(14,399)
Distributions to former parent		(8,095)										(8,095)
Temporary equity, Balances, shares at Dec. 31, 2019				100		100
Temporary equity, Balances at Dec. 31, 2019				$ 197,154		$ 9,939
Balances, shares at Dec. 31, 2019									100
Balances at Dec. 31, 2019		518,276										772,683	(252,490)	(1,917)
Net income (loss)	(774,185)	(774,185)											(774,185)
Unrealized gain (loss) on derivative instruments		887												887
Loss reclassified from accumulated other comprehensive loss to earnings		208												208
Deemed contribution from former parent		4,287										4,287
Accretion of senior preferred units		21,134		$ 21,134								21,134
Distributions to former parent		(120)										(120)
Temporary equity, Balances, shares at Dec. 31, 2020				100	100	100
Temporary equity, Balances at Dec. 31, 2020				$ 218,288	$ 218,288	$ 9,939
Balances, shares at Dec. 31, 2020							0	0	100
Balances at Dec. 31, 2020		(271,781)										755,716	(1,026,675)	(822)
Net income (loss)	$ (19,129)	(19,129)
Net loss Prior to Reverse Recapitalization		(12,836)											(12,836)
Loss Reclassified From Accumulated Other Comprehensive Loss to Earnings Prior to Reverse Recapitalization		822												$ 822
Deemed contribution from former parent prior to reverse recapitalization		3,692										3,692
Accretion of Senior Preferred Units Prior to Reverse Recapitalization		(17,738)		$ 17,738								(17,738)
Reverse Recapitalization, Net - Shares				(100)		(100)			(100)	76,948,433	118,200,000
Reverse Recapitalization, Net		637,361	$ 84,874	$ (236,026)		$ (9,939)				$ 8	$ 12	637,341	0
Net loss after reverse recapitalization		3,283	(3,010)										3,283
Deemed contribution from parent after reverse recapitalization		293	438									293
Equity-based compensation after reverse recapitalization		1,624										1,624
Change in fair value of warrants		$ 1,269										$ 1,269
Issuance of shares related to Betcha Acquisition		21,306								2,143,438		21,306
Dividends paid to Class A Common Shareholders		$ (17,698)										$ (17,698)
Subsequent Remeasurement of Noncontrolling interests		(1,203,714)	1,203,714									(1,203,714)
Temporary equity, Balances, shares at Dec. 31, 2021					0
Temporary equity, Balances at Dec. 31, 2021			$ 1,286,016		$ 0
Balances, shares at Dec. 31, 2021							79,091,871	118,200,000		79,091,871	118,200,000
Balances at Dec. 31, 2021		$ (860,683)								$ 8	$ 12	$ 182,091	$ (1,042,794)

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
At U.S. statutory tax rate	21.00%
State income taxes	(1.10%)
Foreign rate differential	0.30%
Pass-through loss / (income)	(14.30%)
Noncontrolling interest	(2.70%)
Change in valuation allowance	(3.50%)
Warrants remeasurement	(1.40%)
Other	0.10%
Total income tax expense (benefit)	(1.60%)

Redeemable noncontrolling Interests	12 Months Ended
Redeemable noncontrolling Interests	Dec. 31, 2021
Noncontrolling Interest [Abstract]
Non-Controlling Interest	19. R EDEEMABLE NONCONTROLLING I NTERESTS As of December 31, 2021, Hoya Topco owns 59.9% of the Common Units of Hoya Intermediate and 40.1% of the voting power. Hoya Topco has the right to exchange its common units in Hoya Intermediate for shares of Vivid Seats Class A common stock on a one-to-one basis or cash proceeds for an equivalent amount. The option to redeem Hoya Intermediate common units for cash proceeds must be approved by the Board of Vivid Seats Inc., which as of December 31, 2021, is controlled by investors in Hoya Topco. The ability to put common units is solely within the control of the holder of the redeemable noncontrolling interests. If Hoya Topco elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock and subject to our Board’s approval. The financial results of Hoya Intermediate and its subsidiaries are consolidated with Vivid Seats Inc., with the redeemable noncontrolling interests’ share of our net loss separately allocated.

Summary of Significant Accounting Policies (Additional Information) (Details)		12 Months Ended
	Oct. 19, 2021	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Allowance for doubtful accounts		$ 1,400,000	$ 5,700,000
Bad debt ,Write-offs		1,000,000.0
Inventory write down		$ 2,100,000	1,600,000	$ 3,600,000
Number of operating segments \| Segment		2
Number of reportable segments \| Segment		2
Advertisement expenses		$ 180,700,000	37,500,000	$ 175,900,000
Tax benefit percent under tax receivable agreement		85.00%
Liability under the tax receivable agreement		$ 0
Acquisition of noncontrolling interests from Business Transaction		32,700,000
Gross proceeds		20,200
Operating Lease, Liability		$ 6,500,000
Operating Lease, Liability, Statement of Financial Position [Extensible List]		Operating Lease, Liability
Significant Impact Upon Adoption [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Operating Lease, Right-of-Use Asset		$ 9,000,000.0
Class A Common Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion Basis		one-to-one
Hoya Intermediate, LLC
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity Method Investment, Ownership Percentage		40.10%
RSUs \| Directors
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Vesting period	5 years	5 years
RSUs \| Non Directors
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Vesting period		4 years
Options [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Vesting period		4 years
Expiration period		10 years
Covid-19
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable		$ 7,200,000	$ 23,400,000

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Accrued marketing expense	$ 27,304	$ 1,086
Accrued tax	9,332	16,913
Accrued customer credits	119,355	125,481
Accrued future customer compensation	73,959	94,061
Accrued contingencies	12,686	0
Other current liabilities	38,520	18,593
Total accrued expenses and other current liabilities	$ 281,156	$ 256,134

Subsequent events - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 03, 2022	Dec. 31, 2020	Jun. 30, 2017
Subsequent Event [Line Items]
Proceeds from Revolving Facility		$ 50,000
June 2017 First Lien Loan
Subsequent Event [Line Items]
Long-term Line of Credit			$ 575,000
Loan maturity Date			Jun. 30, 2024
Subsequent Event
Subsequent Event [Line Items]
Long-term Line of Credit	$ 275,000
Loan maturity Date	Feb. 03, 2027
Proceeds from Revolving Facility	$ 100,000
Subsequent Event \| June 2017 First Lien Loan
Subsequent Event [Line Items]
Repayments of debt	$ 190,700

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Equity-Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options	12 Months Ended
	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated volatility	28.00%
Expected term (years)	10 years
Risk-free rate	1.70%
Expected dividend yield	0.00%

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss	$ 9,670
Interest carryforward	15,206
Investment in partnerships	120,706
Other	132
Total deferred tax assets	145,714
Valuation Allowance	(145,668)	$ (1,828)
Total deferred tax assets net of valuation allowance	46
Other	46
Total Deferred Tax Liabilities	46
Net Deferred Tax Asset / Liabilities	$ 0

Related-Party Transactions	12 Months Ended
Related-Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED-PARTY TRANSACTIONS	22. 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. We have the right to elect the Board of Directors of Vivid Cheers, which currently comprises our executives. We do not have a controlling financial interest in Vivid Cheers, and accordingly, do not consolidate Vivid Cheers’ statement of activities with its financial results. We made charitable contributions of $2.4 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively to Vivid Cheers. We had accrued charitable contributions payable of $1.3 million and $0.5 million as of December 31, 2021 and 2020, respectively, and is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheet.

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Summary of Outstanding Debt

Our outstanding debt at December 31, 2021 and 2020 is comprised of the following (in thousands):


	2021			2020
June 2017 First Lien Loan	$	465,712		$	618,721
May 2020 First Lien Loan		—			275,678

Total long-term debt, gross		465,712			894,399
Less: unamortized debt issuance costs		(5,580	)		(17,084	)

Total long-term debt, net of issuance costs		460,132			877,315
Less: current portion		—			(6,412	)

Total long-term debt, net	$	460,132		$	870,903

Summary of Future Maturities of Outstanding Debt

Future maturities of our outstanding debt, excluding interest, as of December 31, 2021 were as follows (in thousands):


2022	$	—
2023		—
2024		465,712
2025		—
2026		—

Total	$	465,712

Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022	$ 4,905
2023	4,641
2024	2,381
2025	960
2026	958
Total	$ 13,845	$ 107,400

Employee Benefit Plan - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Employee Benefit Plan Contribution	$ 800,000	$ 900,000	$ 1,100,000
Discretionary profit-sharing contributions	$ 0	$ 0

Warrants (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands		2 Months Ended	12 Months Ended
	Oct. 18, 2021	Dec. 31, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Fair value of option contingent warrants			$ 1,600
Change in fair value of warrants			$ 1,389
Exercise Warrants
Class of Stock [Line Items]
Class A Warrants		34,000,000	34,000,000
Warrant expiration period		10 years	10 years
Hoya Intermediate, LLC
Class of Stock [Line Items]
Stock value issued for exercise of warrants	1,000,000	1,000,000	1,000,000
Derivative warrant liability		$ 20,400	$ 20,400
Change in fair value of warrants		$ 100
Hoya Intermediate, LLC \| Hoya Intermediate Warrants
Class of Stock [Line Items]
Stock value issued for exercise of warrants		3,000,000	3,000,000
Warrant exercise price per share		$ 10.00	$ 10.00
Hoya Intermediate, LLC \| Maximum
Class of Stock [Line Items]
Warrant exercise price per share	$ 15.00
Hoya Intermediate, LLC \| Maximum \| $15 Exercise Warrants
Class of Stock [Line Items]
Warrant exercise price per share		15.00	15.00
Hoya Intermediate, LLC \| Minimum
Class of Stock [Line Items]
Warrant exercise price per share	$ 10.00
Hoya Intermediate, LLC \| Minimum \| $10 Exercise Warrants
Class of Stock [Line Items]
Warrant exercise price per share		$ 10.00	$ 10.00
Public Warrants \| Horizon Sponsor LLC
Class of Stock [Line Items]
Stock value issued for exercise of warrants		5,166,666	5,166,666
Warrants Exercisable Period1			30 days
Warrant expiration period		5 years	5 years
Value of Common Stock Exceeded		$ 18.00	$ 18.00
Redemption price per share for warrant			$ 0.01
Derivative warrant liability		$ 1,300	$ 1,300
Public Warrants \| Hoya Intermediate, LLC
Class of Stock [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 10.00
Class A Common Stock
Class of Stock [Line Items]
Stock issued during period, shares	29,431,260		2,143,438
Stock value issued for exercise of warrants	6,519,791
Warrant exercise price per share	$ 11.50
Class A Common Stock \| Class A Private Warrants
Class of Stock [Line Items]
Stock value issued for exercise of warrants		6,519,791	6,519,791
Class A Common Stock \| Exercise Warrants
Class of Stock [Line Items]
Stock value issued for exercise of warrants		34,000,000	34,000,000
Class A Common Stock \| $15 Exercise Warrants
Class of Stock [Line Items]
Warrant exercise price per share		$ 15.00	$ 15.00
Class A Common Stock \| Horizon Sponsor LLC
Class of Stock [Line Items]
Stock issued during period, shares	50,000
Warrant exercise price per share	$ 10.00
Class A Common Stock \| Horizon Sponsor LLC \| $10 Exercise Warrants
Class of Stock [Line Items]
Stock value issued for exercise of warrants		17,000,000	17,000,000
Warrant exercise price per share		$ 10.00	$ 10.00
Class A Common Stock \| Horizon Sponsor LLC \| $15 Exercise Warrants
Class of Stock [Line Items]
Stock value issued for exercise of warrants		17,000,000	17,000,000
Class A Common Stock \| Hoya Intermediate, LLC \| Hoya Intermediate Warrants
Class of Stock [Line Items]
Warrant exercise price per share		$ 15.00	$ 15.00
Class A Common Stock \| Public Warrants
Class of Stock [Line Items]
Stock value issued for exercise of warrants	18,132,776
Warrant exercise price per share	$ 11.50
Class A Common Stock \| Public Warrants \| Horizon Sponsor LLC
Class of Stock [Line Items]
Stock issued during period, shares			18,132,776
Stock value issued for exercise of warrants	17,000,000	18,132,776	18,132,776
Warrant exercise price per share		$ 11.50	$ 11.50
Class A Warrants		18,132,776	18,132,776
Number of Trading Days			20 days
Stock Price		$ 18.00	$ 18.00
Class A Common Stock \| Public Warrants \| Horizon Sponsor LLC \| Class A Private Warrants
Class of Stock [Line Items]
Class A Warrants		6,519,791	6,519,791
Class A Common Stock \| Private Warrants \| Horizon Sponsor LLC \| Class A Private Warrants
Class of Stock [Line Items]
Stock issued during period, shares			6,519,791
Warrant exercise price per share		$ 11.50	$ 11.50

Equity	12 Months Ended
Equity	Dec. 31, 2021
Vivid Seats Inc
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Equity	17. E QUITY For periods prior to the Merger Transaction, Hoya Intermediate had Senior Preferred Units, Preferred Units, and Common Units, described below, authorized, issued and outstanding. As described in Note 1, Background, Description of Business and Basis of Presentation , on October 18, 2021, we consummated a series of merger transactions between Horizon, Vivid Seats Inc., and Hoya Intermediate. Subsequent to the Merger Transaction, we have two classes of common stock authorized and issued by Vivid Seats Inc.: Class A common stock and Class B common stock. Hoya Intermediate Senior Preferred Units, Preferred Units, and Common Units Prior to the Merger Transaction, Hoya Intermediate had authorized and issued 100 units of Redeemable Senior Preferred Units, 100 units of Redeemable Preferred Units and 100 common units. The Senior Preferred Units held 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 had a liquidation preference subsequent to the Senior Preferred Units, but before the Common Units, for an amount equal to the aggregate unreturned capital. Senior Preferred Units compounded semi-annually at a per annum yield rate of 12.5%. Unit holders were entitled to distributions when declared by our former parent, Hoya Topco, LLC. As of December 31, 2020, no distributions toward unpaid yield or unreturned capital were made. As of December 31, 2020 and up to the Merger Transaction, the Senior Preferred Units and Preferred Units were deemed to be currently redeemable and were 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 were carried at an amount equal to their unreturned capital. In connection with the Merger Transaction, the Senior Preferred Units and the Preferred Units were redeemed and no longer remain outstanding. As of December 31, 2021, 197,291,871 Common Units of Hoya Intermediate are outstanding. Vivid Seats Inc. holds 40.1% of the outstanding Common Units in Hoya intermediate as of December 31, 2021, with the remainder held by Hoya Topco. Vivid Seats Inc. Class A Common Stock In connection with the Merger Transaction, Vivid Seats Inc. issued 29,431,260 shares of Class A common stock. We issued an additional 2,143,438 shares of Class A common stock as part of the acquisition of Betcha. Holders of Class A common stock are entitled to full economic rights, including the right to receive dividends when and if declared by our Board, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held. Vivid Seats Inc. Class B Common Stock In connection with the Merger Transaction, Vivid Seats Inc. issued 118,200,000 shares of Class B common stock. Holders of Class B common stock do not have economic rights but are entitled to one vote for each share of Class B common stock held. Holders of Class A common stock and Class B common stock vote as a single class on all matters requiring a shareholder vote. Following the Merger Transaction, the quantity of Vivid Seats Inc. Class A common stock and Class B common stock is equal to the quantity of Hoya Intermediate common units outstanding. Warrants In connection with the Merger Transaction, we issued Public Warrants, Private Warrants, and Exercise Warrants (collectively, the “Class A Warrants”), which are recorded as a component of equity.

- 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)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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+ Details

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

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, 2021 and 2020 consist of the following (in thousands):


	2021		2020
Recovery of future customer compensation	$	58,319	$	75,257
Insurance recovery asset		480		2,500
Prepaid expenses		9,573		2,309
Other current assets		4,132		—

Total prepaid expenses and other current assets	$	72,504	$	80,066

Impairments (Tables)

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

Acquired Finite-Lived Intangible Assets [Line Items]

Summary of Impairment Charges

The following summarizes the impairment charges recorded by us during the year ended December 31, 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

Equity-Based Compensation - Fair Value Assumptions for Unit Awards at the Date of Grant (Details) - Hoya Topco, LLC - Unit Awards	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated volatility, minimum	47.00%	44.00%
Expected term (years)	1 year 9 months 18 days	2 years 9 months 18 days
Risk-free rate, minimum	0.10%	1.60%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated volatility, maximum	102.00%	47.00%
Expected term (years)	2 years 9 months 18 days	3 years 3 months 18 days
Risk-free rate, maximum	1.60%	2.20%

Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
U.S. federal statutory income tax rate	21.00%
Federal and state operating loss carryforwards expire beginning year	2029
Foreign operating loss carryforwards expire beginning year	2022
Deferred Tax Assets, Valuation Allowance	$ 145,668	$ 1,828
Operating loss carryforwards, Federal	32,000
Operating loss carryforwards, foreign	6,100
Operating loss carryforwards, state	16,100
Operating loss carryforwards, federal and state	33,700
Uncertain tax position	$ 0
Maximum
Operating Loss Carryforwards [Line Items]
Income tax, Audit year	2021
Minimum
Operating Loss Carryforwards [Line Items]
Income tax, Audit year	2017

Business Acquisition

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Acquisition

3. B

USINESS

CQUISITION

On December 13, 2021, we acquired 100% of the equity interests of Betcha Sports, Inc. (“Betcha”). Betcha is a real money daily fantasy sports app with social and gamification features. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting. Acquisition costs directly related to the transaction were immaterial and are included in General and administrative expenses in the Consolidated Statements of Operations for the year ended December 31, 2021.

The purchase consideration transferred consisted of $0.8 million in cash and 2,143,438 shares of Class A common stock. The purchase consideration also includes cash earnouts of $7.5 million as of the acquisition date representing the estimated fair value that we may be obligated to pay if Betcha meets certain earnings objectives following the acquisition. The earnouts are measured at fair value using a Monte Carlo simulation model. In addition, the purchase consideration includes future milestone payments of $9.7 million as of the acquisition date representing the estimated fair value that we may be obligated to pay upon the achievement of certain integration objectives. The milestone payments are measured at fair value using a discounted cash flow valuation approach. As of December 31, 2021, we made no payments related to cash earnouts and milestone payments.

As part of the acquisition, we agreed to pay cash bonuses to certain Betcha employees (the “Retention Bonus”) over three years on the payroll date following the anniversary of the acquisition date. The Retention Bonus payouts are subject to the condition of continued employment, and therefore treated as compensation and expensed.

Proforma financial information has not been presented as the Betcha acquisition was not considered material to our Consolidated Financial Statements.

F-18

The purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill recorded is not deductible for tax purposes as the Betcha acquisition was primarily a stock acquisition and is attributable to the assembled workforce as well as the anticipated synergies from the integration of Betcha’s technology with our technology.

The purchase consideration allocation for Betcha is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process. The primary areas that are not yet finalized relate to the valuations of certain intangible assets, cash earnouts, milestone payments, and acquired income tax assets and liabilities. As a result, these allocations are subject to change during the purchase price allocation period as the valuations are finalized.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):


Cash	$	21
Restricted cash		280
Prepaid expenses and other current assets		61
Intangible assets		5,320
Goodwill		34,877
Accounts payable		(288	)
Accrued expenses and other current liabilities		(986	)

Net assets acquired	$	39,285

The following table summarizes the purchase consideration (in thousands):


Fair value of common stock	$	21,306
Cash consideration		759
Fair value of milestone payments		9,720
Fair value of earnouts		7,500

Total purchase consideration	$	39,285

The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition (in thousands):


	Cost		Estimated Useful Life
Customer relationships		520		2 years
Developed technology		4,800		5 years

Total acquired intangible assets	$	5,320

Commitment and Contingencies - Schedule of Future Minimum Cash Obligations (Details) - Hoya Intermediate, LLC $ in Thousands	Dec. 31, 2021 USD ($)
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Operating leases, 2022	$ 3,437
Operating leases, 2023	905
Operating leases, 2024	2,038
Operating leases, 2025	2,458
Operating leases, 2026	2,477
Operating leases, Thereafter	14,736
Operating Leases, Total	26,051
Purchase obligations, 2022	2,195
Purchase obligations, 2023	1,391
Purchase obligations, 2024	0
Purchase obligations, 2025	0
Purchase obligations, 2026	0
Purchase obligations, Thereafter	0
Purchase Obligation, Total	3,586
2022, Total	5,632
2023, Total	2,296
2024, Total	2,038
2025, Total	2,458
2026, Total	2,477
Thereafter, Total	14,736
Operating Leases And Purchase Obligations Due, Total	$ 29,637

Equity-Based Compensation - Summary of Activity for RSUs (Details) - RSUs - $ / shares		12 Months Ended
	Oct. 19, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balances		0
Granted	1,408,773	1,408,773
Forfeited		(30,662)
Vested		0
Ending Balances		1,378,111
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances		$ 0
Weighted-Average Grant Date Fair Value Per Share, Granted		12.86
Weighted-Average Grant Date Fair Value Per Share, Forfeited		12.86
Weighted-Average Grant Date Fair Value Per Share, Vested		0
Weighted-Average Grant Date Fair Value Per Share, Ending Balances		$ 12.86

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

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

Summary of Activity for RSUs

A summary of activity for RSUs for the year ended December 31, 2021 is as follows (in thousands):


	Shares			Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2020		—		$	—
Granted		1,408,773			12.86
Forfeited		(30,662	)		12.86
Vested		—			—

Unvested at December 31, 2021		1,378,111		$	12.86

Fair Value Assumptions for Stock Option at the Date of Grant

The following assumptions were used to calculate the fair value of our stock awards on the date of grant for the year ended December 31, 2021:


	2021
Estimated volatility		28.0	%
Expected term (years)		10.0
Risk-free rate		1.7	%
Expected dividend yield		0.0	%

Hoya Topco, LLC

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

Summary of Activity for Unit Awards

The following table summarizes the Hoya Topco, LLC Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2021, 2020, and 2019:


	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

Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		(10,000	)		2.32		(60,400	)		7.01		—		—

Balances at December 31, 2021		845,000		$	2.32		1,987,840		$	4.60		500,765	$	25.46

Fair Value Assumptions for Unit Awards at the Date of Grant

The following assumptions were used to calculate the fair value of our unit awards on the date of grant for the years ended December 31, 2020 and 2019:


	2020			2019
Estimated volatility		47.0% -102.0	%		44.0% -47.0	%
Expected term (years)		1.8 - 2.8			2.8 - 3.3
Risk-free rate		0.1% - 1.6	%		1.6% - 2.2	%
Expected dividend yield		0.0	%		0.0	%

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

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Net loss	$ (19,129)	$ (774,185)	$ (53,848)
Hoya Intermediate, LLC
Net loss	(19,129)	(774,185)	(53,848)
Other comprehensive income
Unrealized gain (loss) on derivative instruments	822	1,095	(7,225)
Comprehensive loss, net of taxes	(18,307)	(773,090)	(61,073)
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization	(12,836)	$ (773,090)	$ (61,073)
Comprehensive loss attributable to redeemable noncontrolling interests	(3,010)
Comprehensive loss attributable to Class A Common Stockholders	$ (2,461)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

+ Details

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Schedule Of Market Place Revenues

During the years ended December 31, 2021, 2020, and 2019 Marketplace revenues consisted of the following (in thousands):


	2021		2020			2019
Marketplace revenues:
Owned Properties	$	308,226	$	24,188		$	329,262
Private Label		81,442		(907	)		74,383

Total Marketplace revenues	$	389,668	$	23,281		$	403,645

During the years ended December 31, 2021, 2020, and 2019 Marketplace revenues consisted of the following event categories (in thousands):


	2021		2020		2019
Marketplace revenues:
Concerts	$	171,149	$	15,775	$	187,753
Sports		175,471		3,484		169,577
Theater		41,745		3,759		44,754
Other		1,303		263		1,561

Total Marketplace revenues	$	389,668	$	23,281	$	403,645

Business Acquisition - Schedule of Consideration Paid (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 13, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Fair value of milestone payments		$ 0
Betcha
Business Acquisition [Line Items]
Fair value of common stock	$ 21,306
Cash consideration	759	$ 800
Fair value of milestone payments	9,720
Fair value of earnouts	7,500
Total purchase consideration	$ 39,285

Equity-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Equity-Based Compensation

20. E

QUITY

-B

ASED

OMPENSATION

The 2021 Incentive Award Plan (“2021 Plan”) was approved and adopted in order to facilitate the grant of equity incentive awards to our employees and directors. The 2021 Plan became effective on October 18, 2021 upon closing of the Merger Transaction.

RSUs

On October 19, 2021, we granted 1,408,773 RSUs to directors and certain employees.

RSUs

granted to directors vest on an annual basis over a five-year period, subject to the directors’ continued service on the Board. RSUs granted to employees vest on a quarterly basis over a four-year period, subject to the employee’s continued employment through the applicable vesting date. We account for forfeitures of outstanding, but unvested grants, in the period they occur.

A summary of activity for RSUs for the year ended December 31, 2021 is as follows (in thousands):


	Shares			Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2020		—		$	—
Granted		1,408,773			12.86
Forfeited		(30,662	)		12.86
Vested		—			—

Unvested at December 31, 2021		1,378,111		$	12.86

Unrecognized compensation expense relating to unvested RSUs as of December 31, 2021, was $16.9 million, which is expected to be recognized over a weighted average period of approximately four years.

Stock options

On October 19, 2021, we granted 3,061,486 stock options at an exercise price of $13.09 and 1,000,000 stock options at an exercise price of $15.00 to certain employees. Stock options provide for the purchase of shares of Vivid Seats Class A common stock in the future at an exercise price set on the grant date. These stock options vest on a quarterly basis over a four-year period and expire ten years from the date of the grant, subject to the employee’s continued employment through the applicable vesting date.

Unrecognized compensation expense relating to unvested stock options as of December 31, 2021, was $14.5 million, which is expected to be recognized over a weighted average period of approximately four years. No stock options were exercised or forfeited during the year ended December 31, 2021.

The fair value of stock options granted is estimated on the grant date using the Hull-White model. This valuation model requires us to make assumptions and judgments about the variables used in the calculation, including the

sub-optimal

exercise factor (“SOEF”), the volatility of our common stock, risk-free interest rate, and expected dividends. We use the Hull-White model under the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, as the options were effectively out of the money on the date of grant as we had announced, but not issued, a

one-time

dividend. Changes in assumptions made on the risk-free rate of interest, and expected volatility can materially impact the estimate of fair value and ultimately how much share-based compensation expense is recognized. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and corresponds to the full term of the options. The expected volatility is estimated on the date of grant based on the statistics of historical stock return volatility of comparable publicly-traded companies as well as the implied volatility of our publicly traded warrants.

The following assumptions were used to calculate the fair value of our stock awards on the date of grant for the year ended December 31, 2021:


	2021
Estimated volatility		28.0	%
Expected term (years)		10.0
Risk-free rate		1.7	%
Expected dividend yield		0.0	%

Profits interest and Phantom Units

Prior to the Merger Transaction, certain members of management received equity-based compensation awards for profits interest in Hoya Topco, LLC in the form of Incentive Units, Phantom Units, Class D Units, and Class E Units. Each incentive unit vests ratably over five years and accelerates upon a change in control of Hoya Topco, LLC. We do not expect any future profits interest to be granted after the Merger Transaction. The fair value of the incentive units granted is estimated using the Black-Scholes option-pricing

model.

The Black-Scholes option-pricing model requires certain subjective inputs and assumptions, including the fair value Hoya Topco’s equity, the expected term, risk-free interest rates, and expected equity volatility. The fair value of incentive units is recognized as equity-based compensation expense on a straight-line basis over the requisite service period. We account for forfeitures as they occur. Changes in assumptions made on expected term, the risk-free rate of interest, and expected volatility can materially impact the estimate of fair value and ultimately how much share-based compensation expense is recognized. The expected term is estimated based on the timing and probabilities until a major liquidity event. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and corresponds to the expected term. The expected volatility is estimated on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies.

The following table summarizes the Hoya Topco, LLC Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2021, 2020, and 2019:


	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

Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		(10,000	)		2.32		(60,400	)		7.01		—		—

Balances at December 31, 2021		845,000		$	2.32		1,987,840		$	4.60		500,765	$	25.46

Unrecognized compensation expense as of December 31, 2021 related to these incentive units was $9.1 million, which is expected to be recognized over a weighted average period of approximately three years.

The following assumptions were used to calculate the fair value of our unit awards on the date of grant for the years ended December 31, 2020 and 2019:


	2020			2019
Estimated volatility		47.0% -102.0	%		44.0% -47.0	%
Expected term (years)		1.8 - 2.8			2.8 - 3.3
Risk-free rate		0.1% - 1.6	%		1.6% - 2.2	%
Expected dividend yield		0.0	%		0.0	%

Compensation expense

For the years ended December 31, 2021, 2020 and 2019, equity-based compensation expense related to RSUs, stock options and profits interest was $6.0 million, $4.3 million and $5.2 million, respectively. Our Board declared a special dividend of $0.23 per share to holders of Class A Common Stock on October 18, 2021, which we paid on November 2, 2021. On November 2, 2021, the exercise price was modified and reduced by the same $0.23 per share. The amount recognized in the compensation expense relating to stock option modifications for the year ended December 31, 2021 is

immaterial.

Segment Reporting

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

SEGMENT REPORTING

16. S

EGMENT

EPORTING

Our reportable segments are Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers within our online secondary ticket marketplace. Through the Resale segment, we acquire tickets from primary sellers, which it then sells through secondary ticket marketplaces. Revenues and contribution margin are used by our Chief Operating Decision Maker (“CODM”) to assess performance of the business. We define 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 year ended December 31, 2021 (in thousands):


	Marketplace		Resale		Consolidated
Revenues	$	389,668	$	53,370	$	443,038
Cost of revenues (exclusive of depreciation and amortization shown separately below)		51,702		38,915		90,617
Marketing and selling		181,358		—		181,358

Contribution margin	$	156,608	$	14,455		171,063
General and administrative						92,170
Depreciation and amortization						2,322

Income from operations						76,571
Interest expense – net						58,179
Loss on extinguishment of debt						35,828
Other expenses						1,389

Loss before income taxes					$	(18,825	)

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	)

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	)

Substantially all of our 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
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

Schedule of Future Minimum Cash Obligations

Our future minimum cash obligations as of December 31, 2021, were as follows (in thousands):


	2022		2023		2024		2025		2026		Thereafter		Total
Operating leases	$	3,437	$	905	$	2,038	$	2,458	$	2,477	$	14,736	$	26,051
Purchase obligations		2,195		1,391		—		—		—		—		3,586

Total	$	5,632	$	2,296	$	2,038	$	2,458	$	2,477	$	14,736	$	29,637

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

12 Months Ended

Dec. 31, 2021

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

Schedule of Goodwill and Intangible Assets

The net changes in the carrying amounts of our intangible assets and goodwill 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		7,264			—			—
Impairment		(107,365	)		(78,734	)		(377,101	)
Disposals		(124	)		—			—
Amortization		(47,365	)		—			—

Balance at December 31, 2020		2,358			64,666			683,327
Acquisition of Betcha		5,320			—			34,877
Capitalized development costs		8,438			—			—
Amortization		(2,271	)		—			—

Balance at December 31, 2021	$	13,845		$	64,666		$	718,204

Summary of Estimated Future Amortization Expenses

The estimated future amortization expense

to the definite-lived intangible

assets

as of December 31, 2021 is a follows

(in thousands):


2022	$	4,905
2023	$	4,641
2024	$	2,381
2025	$	960
2026	$	958

Total	$	13,845

Commitments and Contingencies - Additional Information (Details) - Hoya Intermediate, LLC - USD ($) $ in Millions		12 Months Ended
	Nov. 01, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lease term		11 years
Termination date	Nov. 01, 2021
Sales Tax Expense		$ 9.0	$ 6.8	$ 10.0
General and Administrative Expense [Member]
Rent expense		$ 3.7	2.8	$ 2.7
Termination date		Dec. 31, 2034
Lease termination expenses		$ 1.3
General and Administrative Expense [Member] \| Minimum
Rent expense		1.5
General and Administrative Expense [Member] \| Maximum
Rent expense		1.8
Prepaid Expenses and Other Current Assets [Member]
Insurance recovery assets		0.5	2.5
Claim settlement pool		4.5
Accrued expenses and other current liabilities [Member]
Company recognized a liability for sales tax		8.8	16.8
Canada
Accrued liabilities		0.9	1.1
Accrued Liabilities [Member]
Accrued liabilities		$ 1.7	$ 2.6

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plan	12. E MPLOYEE B ENEFIT P LAN We have 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. We contributed approximately $0.8 million, $0.9 million, and $1.1 million in matching contributions for the years ended December 31, 2021, 2020, and 2019, respectively, and is included in General and administrative expense in the Consolidated Statements of Operations. For the years ended December 31, 2021, and 2020, there were no discretionary profit-sharing contributions.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 563,200	$ 563,200
Indefinite-lived trademark			$ 78,700
Definite-lived intangible assets	13,845	107,400
Property and equipment	$ 50
Hoya Intermediate, LLC
Acquired Finite-Lived Intangible Assets [Line Items]
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

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. S

UMMARY

IGNIFICANT

CCOUNTING

OLICIES

Use of Estimates

—We use estimates and assumptions in the preparation of our 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 consolidated financial statements include the accrual for future customer compensation and the related recovery of future customer compensation asset; inventory valuation; accounts receivable valuation; valuation of equity-based compensation; valuation of warrants; valuation of acquired intangible assets and goodwill and valuation of earnouts issued in connection with our acquisition of Betcha Sports, Inc.; 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.

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. Our 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, we monitor the credit standing of the financial institutions that hold our cash and cash equivalents. However, balances could be impacted in the future if underlying financial institutions fail. As of December 31,

2021

and 2020, we have not experienced any loss or lack of access to its cash and cash equivalents.

Restricted Cash

—Restricted cash consists of user funds which are separate from our operational funds and is reserved for users.

Accounts Receivable and Credit Policies

—Due to the significant number of

COVID-19

pandemic related event cancellations experienced during 2021 and 2020, $7.2 million and $23.4 million of the Accounts receivable balance at December 31, 2021 and 2020, respectively, 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 $1.4 million and $5.7 million at December 31, 2021 and 2020, respectively to reflect potential challenges in collecting funds from marketplace ticket sellers. The allowance for doubtful accounts decreased during 2021 as ticket sellers on the marketplace platform repaid their outstanding balances. 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. Write-offs were $1.0 million for the year ended December 31, 2021 and immaterial for the years ended December 31, 2020, and 2019.

Inventory

—Inventory consists of tickets to live events purchased by our Resale segment. 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, 2021, 2020, and 2019, we incurred inventory write-downs of $2.1 million, $1.6 million, and $3.6 million, respectively, which are presented in Cost of revenues in the Consolidated Statements of Operations.

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.

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 5,

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		2-5 years

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 5,

Impairments

, for additional information.

Capitalized Development Costs

—We incur 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 Consolidated Statements of Operations.

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 for the new transaction.

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, revenue volumes for future events, and management’s estimate of the likelihood of future event cancellations 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

F-12

Income Taxes

—Prior to the Merger Transaction, Hoya Intermediate is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hoya Intermediate’s taxable income and losses were passed through to and included in the taxable income of its members, including Vivid Seats Inc. Accordingly, amounts related to income taxes were zero for us prior to the Merger Transaction, and therefore, are not representative of future amounts expected to be incurred by us.

Following the Merger Transaction, our parent legal entity is Vivid Seats Inc. We are subject to income taxes at the U.S. federal, state, and local levels for income tax purposes, including with respect to its allocable share of any taxable income of Hoya Intermediate. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences on differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is “more-likely-than not” that some portion or all of the deferred tax assets will not be realized. The realization of the deferred tax assets is dependent on the amount of our future taxable income.

We recognize interest and penalties related to underpayment of income taxes in Income tax expense on the Consolidated Statements of Operations. To date, the interest or penalties incurred related to income taxes have not been material.

Tax Receivable Agreement

—In connection with the Merger Transaction, Vivid Seats Inc. entered into an agreement (the “Tax Receivable Agreement”) with Hoya Intermediate and Hoya Topco, among other parties (“other TRA Holders”). Pursuant to the Tax Receivable Agreement, Vivid Seats Inc. is generally required to pay Hoya Topco and the other TRA Holders 85% of the amount of certain tax benefits, if any, that Vivid Seats Inc. and certain of its subsidiaries actually realize, or in some circumstances is deemed to realize, as a result of the various transactions occurring in connection with the Merger Transaction or in the future, including benefits arising from tax basis adjustments and certain other tax benefits attributable to payments made under the Tax Receivable Agreement.

The amount and timing of future tax benefits Vivid Seats Inc. realizes as a result of future exchanges of Intermediate Common Units by Hoya Topco and other TRA Holders, and the resulting amounts Vivid Seats Inc. will be required to pay to Hoya Topco and other TRA Holders pursuant to the Tax Receivable Agreement, will vary based on, among other things, (i) the amount and timing of future exchanges of Intermediate Common Units by Hoya Topco and other TRA Holders, and the extent to which such exchanges are taxable, (ii) the price per share of the Vivid Seats Class A common stock at the time of the exchanges, (iii) the amount and timing of future income against which to offset the tax benefits, and (iv) the tax rates then in effect.

To date, no exchanges of Intermediate Common Units by Hoya Topco or other TRA Holders have occurred, and as a result, we have not recognized a liability under the Tax Receivable Agreement.

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. Upon the repayment of our term debt, we reflected prepayment penalties and the

write-off

of any unamortized borrowing costs and discounts as loss on extinguishment of debt on the Consolidated Statements of Operations.

Derivatives

—We recognize 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 we have 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. We formally evaluate, 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 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 related to our hedging of interest rates 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.

We also entered into a series of warrant agreements in connection with the Merger Transaction. Certain of these warrants are classified as a liability within Other Liabilities in the Consolidated Balance Sheets.

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 1

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

Level 2

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

Level 3

—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.

Warrant Accounting

—In connection with the Merger Transaction, we issued several types of warrants. We separately evaluate the terms for each of these outstanding warrants in accordance with ASC 480,

Distinguishing Liabilities from Equity,

and ASC

815-40,

Derivatives and Hedging: Contracts in an Entity’s Own Equity

to determine the appropriate classification and accounting treatment. Our Public Warrants, Private Warrants, and Exercise Warrants meet the criteria to be classified as equity instruments. Hoya Intermediate Warrants are exercisable for Hoya Intermediate common units, which allow for a potential cash redemption at the discretion of the unit holder, and hence, these warrants are classified as a liability in Other liabilities on our Consolidated Balance Sheets. The warrant liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in Other expenses on our Consolidated Statements of Operations.

Redeemable Noncontrolling Interests

—Vivid Seats Inc. holds a 40.1% interest in Hoya Intermediate, with the remainder held by Hoya Topco. Hoya Topco’s interest in Hoya Intermediate represents a redeemable noncontrolling interest. At its discretion, Hoya Topco has the right to exchange its common units in Hoya Intermediate for either shares of Class A common stock of Vivid Seats Inc. on a

one-to-one

basis or cash proceeds of equal value at the time of redemption. Any redemption of Hoya Intermediate common units in cash must be funded through a private or public offering of Class A Common Stock and is subject to Board of Director’s (“Board”) approval by Vivid Seats Inc. As of December 31, 2021, equity holders of Hoya Topco hold the majority of the voting rights on the Vivid Seats Inc. Board.

As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is

not

solely within our control, we classify our redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests were initially measured at Hoya Topco’s share in the net assets of Hoya Intermediate upon consummation of the Merger Transaction. Subsequent remeasurements of our redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional

paid-in

capital

of Vivid Seats Inc. Remeasurements of our redeemable noncontrolling interests are based on the fair value of our Class A common stock.

Offering costs

—We incurred incremental costs associated with the

Merger

Transaction and PIPE Financing related legal, accounting, and other third-party fees. In accordance with Staff Accounting Bulletin (“SAB”) Topic 5.A,

Expenses of Offering

, we deferred certain incremental costs directly associated with the Merger Transaction and PIPE Financing. These deferred costs were capitalized by us and subsequently charged against the gross proceeds of the Merger Transaction and PIPE Financing as a reduction to additional

paid-in

capital on the Consolidated Balance Sheets. Our total transaction costs were $32.7

million, of which $20.2 million was charged against the gross proceeds of the Merger Transaction and PIPE Financing.

Equity-Based Compensation

—We have granted restricted stock units (RSUs), stock options, profits interest, and phantom units. We started issuing RSUs and stock options following the Merger Transaction. The restricted stock units vest on a quarterly basis over a four-year period for

non-directors

and on an annual basis over a five-year period for directors. The stock options vest on a quarterly basis over a four-year period and expire ten years from the date of the grant. Both are subject to the employee’s continued employment through the applicable vesting date. The fair value of stock options granted to certain employees is estimated on the grant date using the Hull-White model, a lattice model which assumes holders will exercise when they achieve certain return thresholds. We account for forfeitures in the period they occur. The RSU and stock options grants

are

accounted for as equity-based compensation.

Prior to the Merger Transaction, certain members of management received profit interests in Hoya Topco, LLC and Phantom units in a cash bonus pool funded by Hoya Topco. Under Accounting Standards Codification (“ASC”) 718,

Compensation–Stock Compensation

, and ASC 480,

Distinguishing Liabilities from Equity

, the grants of profits interest meet the criteria to be recognized as equity-classified awards, whereas the grants of Phantom units meet the criteria to be recognized as liability-classified awards.

A market-based approach was used to determine the total equity value of Hoya Topco and allocate the resulting value between share classes using the Black-Scholes 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, we recognize a liability for the fair value of the outstanding units only when we conclude it is probable that the performance condition will be achieved. As of December 31, 2021 and 2020, it is not probable the performance condition will be achieved.

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. Our CODM is our Chief Executive Officer. We have determined that we have two operating and reportable segments: Marketplace and Resale.

Revenue Recognition

—We recognize revenue in accordance with ASC Topic 606,

Revenue from Contracts with Customers

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

We report revenue on a gross or net basis based on management’s assessment of whether we are acting as a principal or agent in the transaction. Revenue is reported net of sales taxes. The determination of whether we are 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

We act as an intermediary between ticket buyers and ticket sellers in our online secondary ticketing marketplace. Revenue primarily consists of service fees from ticketing operations and is reduced by incentives provided to ticket buyers.

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

F-15

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.

Our sales terms provide that we will compensate the ticket 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. We have 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. We estimate 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.

In certain instances, ticket buyers are compensated with credit to be used on future purchases. When a credit is redeemed, revenue is recognized for the newly placed order. 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.

We also earn 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 insurance provider during customer checkout. Payment from the third-party provider is due to us net 30 from when invoiced. This revenue is included within all categories of Marketplace disaggregated revenue described in Note 4,

Revenue Recognition.

Resale

We sell tickets we own 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.

We act as a principal in these transactions as we own 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 ticket 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. We have 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. We recognize a liability for known and estimated cancellation charges within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. We estimate 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 our Resale business sells a ticket in our 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. The majority of the unsatisfied performance obligations are related to our loyalty program, Vivid Seats Rewards. Vivid Seats Rewards 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 for us. As such, we defer revenue based on expected future usage and recognizes the deferred revenue as credits are redeemed.

F-16

Revenues of sales of contingent events, such as postseason sporting events, is initially recorded as Deferred revenue in the Consolidated Balance Sheets and is recognized when the contingency is resolved.

Sales Tax

—Sales taxes are imposed by state, county, and city governmental authorities. We collect sales tax from the customer where required and remit to the appropriate governmental agency. Collected sales taxes are recorded as a liability until remitted. There is no impact on the Consolidated Statements of Operations as revenue is recorded net of sales tax.

Advertising Costs

—We utilize 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 $180.7 million, $37.5 million, and $175.9 million for the years ended December 31, 2021, 2020, and 2019 respectively. Advertising costs are presented as part of Marketing and selling expense in the Consolidated Statements of Operations.

Shipping and Handling

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

Recent Accounting Pronouncements

As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we are 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 our financial statements:

Issued accounting standards adopted

Income taxes

—In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No. 2019-12,

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

. The guidance was issued as part of FASB’s overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Amendments include removal of certain exceptions to the general principles of Topic 740, “Income Taxes,” and simplification in several other areas. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. We adopted this guidance on January 1, 2021, and it did not have a material impact on our 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 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. We 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. We expect that this standard will have a material effect on its consolidated financial statements. While we continue 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 for its real estate leases in the range of approximately $6.5 million to $9.0 million. There is no material impact to our Consolidated Statements of Operations or its Consolidated Statements of Cash Flows. The adoption of ASU

2016-02

will also require significant new disclosures about our 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. We elected the extended transition period available to emerging growth companies and is currently evaluating the effect of adoption of the standard on our 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. We have not yet decided the date of adoption of this standard. LIBOR is used to calculate the interest on borrowings under our June 2017 First Lien Loan. We are currently evaluating whether this guidance will have a significant

impact

on its consolidated financial statements and related disclosures.

Warrants

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

Class of Warrant or Right [Line Items]

Warrants

18. Warrants

Class

A Warrants

—We issued the following Class A Warrants in connection with the Merger Transaction:

Public Warrants

—We issued Public Warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $11.50 per share to former warrant holders of Horizon, of which 5,166,666 shares were issued to Horizon Sponsor, LLC. We may, in our sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that we provide at least five days advance notice. The exercise price and number of Class A common stock shares issuable upon exercise of the warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event are we required to net cash settle the Public Warrants.

The Public Warrants became exercisable 30 days following the Merger transaction and expire at the earliest of five years following the Merger Transaction, liquidation of the Company, or the date of redemption elected at our option provided that the value of common stock exceeds $18.00 per share. There is an effective registration statement and prospectus relating to the shares issuable upon exercise of the warrants.

Under certain circumstances, we may elect to redeem the Public Warrants at a redemption price of $0.01 per Public Warrant at any time during the term of the warrant in which our Class A common stock share trading price has been at least $18.00 per share for 20 trading days within the 30

trading-day

period. If we elect to redeem the warrants, it must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of notification to exercise their respective warrants. If the warrant is not exercised within that

30-day

period, it will be redeemed pursuant to this provision.

As of December 31, 2021, we had 18,132,776 outstanding public warrants to purchase 18,132,776 shares of our Class A common stock.

As part of the Merger Transaction, we modified the terms of the Public Warrants. The modification resulted in a transfer of incremental value of $1.3 million to the holders of the Public Warrants, which we recorded as Other expenses in the Consolidated Statements of Operations.

Private Warrants

—We issued Private Warrants to purchase 6,519,791 shares of our Class A common stock at an exercise price of $11.50 per share to former warrant holders of Horizon. The Private Warrants have similar terms to the Public Warrants,

except that the Private Warrants are not redeemable by us.

As of December 31, 2021, we had 6,519,791 outstanding private warrants to purchase 6,519,791 shares of our Class A common stock.

As part of the Merger Transaction, we modified the terms of the Private Warrants. The modification did not result in a transfer of incremental value to the warrant holders.

Exercise Warrants

—We issued warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share and warrants to purchase 17,000,000 of Class A common stock at an exercise of $15.00 per share. The Exercise Warrants have similar terms to the Public Warrants, except that the Exercise Warrants have different exercise prices, an initial term of 10 years, are not redeemable by us, and are fully transferable.

As of December 31, 2021, we had 34,000,000 outstanding Exercise Warrants to purchase 34,000,000 shares of our Class A common stock.

As the Class A Warrants are indexed to our equity and meet the equity classification guidance of ASC

815-40,

we reflect these warrants as a component of equity within additional

paid-in

capital. Upon the valid exercise of a Class A Warrant for Class A common shares of Vivid Seats Inc., Hoya Intermediate will issue to Vivid Seats Inc. an equivalent number of Intermediate Common

Units.

Hoya Intermediate Warrants

—Hoya Intermediate issued Hoya Intermediate Warrants to Hoya Topco, which consist of warrants to purchase 3,000,000 Hoya Intermediate common units at an exercise price of $10.00 per unit and warrants to purchase 3,000,000 Hoya Intermediate common units at an exercise price of $15.00 per unit. A portion of the Hoya Intermediate Warrants, which consists of warrants to purchase 1,000,000 Hoya Intermediate common units at exercise prices of $10.00 and $15.00 per unit, respectively, were issued in tandem with stock options issued by Vivid Seats, Inc. to members of our management team. The Option Contingent Warrants only become available to exercise by Hoya Topco in the event that a corresponding management option is forfeited. As of December 31, 2021, none of the Option Contingent Warrants are available to exercise by Hoya Topco.

Our Hoya Intermediate Warrants are exercisable for Hoya Intermediate common units, which allow for a potential cash redemption at the discretion of the unit holder. Hence, the Hoya Intermediate Warrants are classified as a liability in Other liabilities on our Consolidated Balance Sheets. Upon consummation of the Merger Transaction, we recorded a warrant liability of $20.4 million, reflecting the fair value of the Hoya Intermediate Warrants determined using the Black Scholes model. The fair value of the Hoya Intermediate Warrants includes Option Contingent Warrants of $1.6 million. The estimated fair value of the Option Contingent Warrants is adjusted to reflects the probability of forfeiture of the corresponding stock options based on historical forfeiture rates for Hoya Topco profits

interests.

The following assumptions were used to calculate the fair value of the

Hoya Intermediate and

Option Contingent Warrants at December 31, 2021 and upon consummation of the Merger Transaction:


	12/31/2021			10/18/2021
Estimated volatility		36.0	%		28.0	%
Expected term (years)		9.8			10.0
Risk-free rate		1.5	%		1.6	%
Expected dividend yield		0.0	%		0.0	%

For

the period from October 18, 2021 until December 31, 2021, we recognized a charge to Other expenses on the Consolidated Statements of Operations resulting from an increase in the fair value of the warrants of $0.1 million.

Upon the valid exercise of a Hoya Intermediate Warrant for Common Units in Hoya Intermediate, Vivid Seats Inc. will issue an equivalent amount of Vivid Seats Inc. Class B common shares to Hoya Topco.

Business Acquisition - (Additional Information) (Details) - USD ($) $ in Thousands			12 Months Ended
	Dec. 13, 2021	Oct. 18, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Cash Earnouts			$ 0
Fair value of milestone payments			0
Betcha
Business Acquisition [Line Items]
Acquisition Date	Dec. 13, 2021
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Cash	$ 759		$ 800
Cash Earnouts	7,500
Future milestone payments	9,700
Fair value of milestone payments	$ 9,720
Class A Common Stock
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions		29,431,260	2,143,438
Class A Common Stock \| Betcha
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions			2,143,438

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Vivid Seats Inc

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

Use of Estimates

results

Hoya Intermediate, LLC

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

Cash and Cash Equivalents

—Cash and cash equivalents include all cash balances and

highly

2021

and 2020, we have not experienced any loss or lack of access to its cash and cash equivalents.

Restricted Cash

—Restricted cash consists of user funds which are separate from our operational funds and is reserved for users.

Accounts Receivable and Credit Policies

—Due to the significant number of

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.

Long-Lived Assets Impairment Assessments

Impairments

, for additional information.

Goodwill and Intangible Assets

non-compete

agreements, and trademarks.

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

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		2-5 years

Impairments

, for additional information.

Capitalized Development Costs

—We incur costs related to

internal-use

Accrued Customers Credits

Accrued Customer Credits

—We may issue credits to customers for cancelled events that can be applied to

future

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

from

our estimates, the effects of which could be material to the consolidated financial

statements

F-12

Income Taxes

Tax Receivable Agreement

To date, no exchanges of Intermediate Common Units by Hoya Topco or other TRA Holders have occurred, and as a result, we have not recognized a liability under the Tax Receivable Agreement.

Debt

write-off

of any unamortized borrowing costs and discounts as loss on extinguishment of debt on the Consolidated Statements of Operations.

Derivatives

underlying

exposure.

For derivatives that are designated as, and meet all the required criteria for, a cash flow hedge, the net interest

payments

Fair Value of Financial Instruments

Level 1

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

Level 2

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

Level 3

—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.

Warrant Accounting

—In connection with the Merger Transaction, we issued several types of warrants. We separately evaluate the terms for each of these outstanding warrants in accordance with ASC 480,

Distinguishing Liabilities from Equity,

and ASC

815-40,

Derivatives and Hedging: Contracts in an Entity’s Own Equity

Redeemable noncontrolling interests

Redeemable Noncontrolling Interests

one-to-one

As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is

not

paid-in

capital

of Vivid Seats Inc. Remeasurements of our redeemable noncontrolling interests are based on the fair value of our Class A common stock.

Offering costs

—We incurred incremental costs associated with the

Merger

Transaction and PIPE Financing related legal, accounting, and other third-party fees. In accordance with Staff Accounting Bulletin (“SAB”) Topic 5.A,

Expenses of Offering

paid-in

capital on the Consolidated Balance Sheets. Our total transaction costs were $32.7

million, of which $20.2 million was charged against the gross proceeds of the Merger Transaction and PIPE Financing.

Equity-Based Compensation

non-directors

are

accounted for as equity-based compensation.

Compensation–Stock Compensation

, and ASC 480,

Distinguishing Liabilities from Equity

, the grants of profits interest meet the criteria to be recognized as equity-classified awards, whereas the grants of Phantom units meet the criteria to be recognized as liability-classified awards.

Segment Reporting

Segment Reporting—

Revenue Recognition

—We recognize revenue in accordance with ASC Topic 606,

Revenue from Contracts with Customers

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

Marketplace

F-15

Revenue Recognition.

Resale

When our Resale business sells a ticket in our 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

F-16

Sales Tax

Advertising Costs

—We utilize various forms of advertising, including paid search, sponsorship agreements,

e-mail

Shipping and Handling

Recent Accounting Pronouncements

non-public

Issued accounting standards adopted

Income taxes

—In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No. 2019-12,

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

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

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

2016-02

will also require significant new disclosures about our leases.

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

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

impact

on its consolidated financial statements and related disclosures.

Loss Per Share - Additional Information (Details) - Hoya Intermediate, LLC	12 Months Ended
	Dec. 31, 2021 shares
Class A Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	24,652,569
Exercise Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	34,000,000
Hoya Intermediate Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	4,000,000
Shares of Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	118,200,000
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	1,378,111
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	4,061,486

Background, Description of Business and basis of presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 18, 2021	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Merger Transaction fees	$ 54,300
Acquisition of noncontrolling interests from Business Transaction		$ 32,700
Common Units [Member]
Defined Benefit Plan Disclosure [Line Items]
Equity Method Investment, Ownership Percentage		40.10%
Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	29,431,260	2,143,438
Stock value issued for exercise of warrants	6,519,791
Warrant exercise price per share	$ 11.50
Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	118,200,000
Horizon Sponsor LLC
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents	$ 293,200
Stock issued during period, values	475,200
Repayments of debt	482,400
Acquisition of noncontrolling interests from Business Transaction	$ 18,700
Horizon Sponsor LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	50,000
Stock Issued During Period, Shares, New Issues	47,517,173
Warrant exercise price per share	$ 10.00
Vivid Seats Inc
Defined Benefit Plan Disclosure [Line Items]
Equity Method Investment, Ownership Percentage	40.10%
Payments of Stock Issuance Costs		$ 15,500
Vivid Seats Inc \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 15.00
Hoya Intermediate, LLC
Defined Benefit Plan Disclosure [Line Items]
Equity Method Investment, Ownership Percentage		40.10%
Cash and cash equivalents		$ 489,530	$ 285,337
Redemption of preferred units	$ 236,000
Stock value issued for exercise of warrants	1,000,000	1,000,000
Hoya Intermediate, LLC \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 15.00
Hoya Intermediate, LLC \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 10.00
Public Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	18,132,776
Warrant exercise price per share	$ 11.50
Public Warrants \| Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	6,000,000
Warrant exercise price per share	$ 0.001
Public Warrants \| Horizon Sponsor LLC
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		5,166,666
Public Warrants \| Horizon Sponsor LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares		18,132,776
Stock value issued for exercise of warrants	17,000,000	18,132,776
Warrant exercise price per share		$ 11.50
Public Warrants \| Hoya Intermediate, LLC
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 10.00
Public Warrants \| Hoya Intermediate, LLC \| Common Units [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 15.00

Equity - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 18, 2021	Dec. 31, 2021	Dec. 31, 2020
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Senior Preferred Units Compounded Rate			12.50%
Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common Stock, Voting Rights		one
Stock issued during period, shares	29,431,260	2,143,438
Class B Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common Stock, Voting Rights		one
Stock issued during period, shares	118,200,000
Redeemable Senior Preferred Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred Units issued			100
Redeemable Preferred Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred Units issued			100
Common Units [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred Units issued			100
Common units outstanding		197,291,871
Equity Method Investment, Ownership Percentage		40.10%
Vivid Seats Inc
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Equity Method Investment, Ownership Percentage	40.10%
Vivid Seats Inc \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common stock shares issued		29,431,260
Vivid Seats Inc \| Class B Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common stock shares issued		118,200,000
Hoya Topco, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Distributions to parent			$ 0
Hoya Topco, LLC \| Redeemable Preferred Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred Units outstanding			0

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

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

GOODWILL AND INTANGIBLE ASSETS

7. G

OODWILL

AND

NTANGIBLE

SSETS

Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $13.8 million and $2.4 million at December 31, 2021 and 2020, respectively. At December 31, 2021 and 2020, accumulated amortization related to our developed technology was $2.5 million and $0.3 million, respectively. Prior to its impairment, recorded during the second quarter of 2020, our definite-lived intangible assets included supplier relationships, customer relationships, and

non-compete

agreements, in addition to developed technology.

Our goodwill is included in our Marketplace segment.

The net changes in the carrying amounts of our intangible assets and goodwill 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		7,264			—			—
Impairment		(107,365	)		(78,734	)		(377,101	)
Disposals		(124	)		—			—
Amortization		(47,365	)		—			—

Balance at December 31, 2020		2,358			64,666			683,327
Acquisition of Betcha		5,320			—			34,877
Capitalized development costs		8,438			—			—
Amortization		(2,271	)		—			—

Balance at December 31, 2021	$	13,845		$	64,666		$	718,204

We had recorded $563.2 million of cumulative impairment charges related to our intangible assets and goodwill as of December 31, 2021 and 2020.

Amortization expense on our definite-lived intangible assets was $2.3 million, $47.4 million, and $91.5 million for the years ended December 31, 2021, 2020, and 2019, respectively, and is presented in Depreciation and amortization in the Consolidated Statements of Operations.

The estimated future amortization expense

to the definite-lived intangible

assets

as of December 31, 2021 is a follows

(in thousands):

DEBT

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

10. DEBT

Our outstanding debt at December 31, 2021 and 2020 is comprised of the following (in thousands):


	2021			2020
June 2017 First Lien Loan	$	465,712		$	618,721
May 2020 First Lien Loan		—			275,678

Total long-term debt, gross		465,712			894,399
Less: unamortized debt issuance costs		(5,580	)		(17,084	)

Total long-term debt, net of issuance costs		460,132			877,315
Less: current portion		—			(6,412	)

Total long-term debt, net	$	460,132		$	870,903

First Lien Loans

—On June 30, 2017, we entered into a $575.0 million first lien debt facility, comprised of a $50.0 million revolving facility (the “Revolving Facility”) and a $525.0 million term loan (the “June 2017 First Lien Loan”), and a second lien credit facility, comprised of a $185.0 million second lien term loan (the “June 2017 Second Lien Loan”). The First Lien Loan was amended to upsize the committed amount by $115.0 million on July 2, 2018. On October 28, 2019, we paid off its June 2017 Second Lien Loan balance. The underlying credit facility was subsequently retired on May 22, 2020. On October 18, 2021, in connection with and using the proceeds from the Merger Transaction, we made an early payment of a portion of its May 2020 First Lien Loan balance.

On May 22, 2020, we entered into a new $260.0 million 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. On October 18, 2021, in connection with and using the proceeds from the Merger

Transaction

, we paid off in full its May 2020 First Lien Loan

balance.

All obligations under the June 2017 First Lien Loan and May 2020 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and substantially all Hoya Intermediate’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 $3.6 million, $3.7 million, and $2.9 million for the years ended December 31, 2021, 2020, and 2019, respectively, and is presented in Interest expense – net in the Consolidated Statements of Operations.

The key terms of our 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 our assets.

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 our 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 our 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 our 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 4.5% per annum at December 31, 2021 and 2020.

May 2020 First Lien Loan

—The May 2020 First Lien Loan, which we repaid in full on October 18, 2021, had a maturity date of 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, remained outstanding as of that date. The May 2020 First Lien Loan had no required amortization payments. All obligations under the May 2020 First Lien Loan were secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets.

The interest rate for the May 2020 First Lien Loan was 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 was subject to a 1.00% floor and the base rate was subject to a 2.00% floor. For any period ending prior to May 22, 2022, we had the option of submitting

paid-in-kind

elections, whereby the entire outstanding balance would 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, we had the option of submitting

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.

Under the terms of the May 2020 First Lien Loan, for certain prepayments and repricing transactions that occurred prior to May 22, 2023, we would owe a prepayment penalty of 3.0% on the first $91.0 million of prepayments. For prepayments greater than $91.0 million prior to May 22, 2022, the amount exceeding $91.0 million 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 $91.0 million on or after May 22, 2022 and prior to May 22, 2023, the amount exceeding $91.0 million 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, 2021 and 2020:

June 2017 First Lien Loan principal payments

—We made quarterly principal payments of $4.8 million and $5.9 million during the years ended December 31, 2021 and 2020, respectively. On October 18, 2021, we made a principal payment of $148.2 million in connection with, and using the proceeds from, the Merger Transaction. We incurred a loss of $1.7 million for a portion of the remaining original issuance discount and issuance costs, which is presented as Loss on extinguishment of debt in the Consolidated Statements of Operations.

May 2020 First Lien Loan borrowing and payoff

—On May 22, 2020, we entered into the May 2020 First Lien Loan and used the $260.0 million in 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 $6.5 million and $2.0 million, respectively, and are presented in Long-term debt – net in the Consolidated Balance Sheets.

On October 18, 2021, in connection with, and using the proceeds from, the Merger Transaction, we paid off in full the remaining principal on the May 2020 First Lien Loan of $304.1 million. The debt extinguishment resulted in a loss of $34.1 million, which is presented in Loss on extinguishment of debt in the Consolidated Statements of Operations. The loss consists of a $28.0 million prepayment penalty and the remaining balance of the original issuance discount and issuance costs of $6.1 million.

Revolving Facility drawdown and repayment

—On March 17, 2020, we borrowed $50.0 million 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 $0.7 million and is presented in Loss on extinguishment of debt in the Consolidated Statements of Operations.

Future maturities of our outstanding debt, excluding interest, as of December 31, 2021 were as follows (in thousands):


2022	$	—
2023		—
2024		465,712
2025		—
2026		—

Total	$	465,712

We are subject to certain reporting and compliance-related covenants to remain in good standing under the June 2017 First Lien Loan. These covenants, among other things, limit our ability 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, 2021, we were in compliance with all of its debt covenants related to the June 2017 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
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+ Details

Loss Per Share

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

Loss Per Share

21. L

OSS

HARE

We calculate basic and diluted net loss per share of Class A common stock in accordance with ASC 260,

Earnings per Share.

Class B common stock does not have economic rights in the Company and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B common stock has not been presented. Net loss per Class A common stock–basic is calculated by dividing net income attributable to Class A Common Stockholders by the weighted-average shares of Class A common stock outstanding.

Net loss per Class A common stock–diluted is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and

if-converted

method, as applicable. Net loss attributable to Class A Common Stockholders–diluted is adjusted for our share of Hoya Intermediate’s consolidated net loss after giving effect to Common Units of Hoya Intermediate that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, Net loss attributable to Class A Common Stockholders–diluted is adjusted for the impact of changes in the fair value of Hoya Intermediate Warrants, to the extent they are dilutive.

We analyzed the calculation of loss per share for periods prior to the Merger Transaction and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements. Therefore, loss per share information has not been presented for periods prior to the Merger Transaction.

The following table sets forth the computation of basic and diluted net loss per share of Class A common stock and represents the period from October 18, 2021 to December 31, 2021, the period where the Company had Class A and Class B common stock outstanding (in thousands, except share and per share data):


	October 18, 2021 through December 31, 2021
Numerator—basic:
Net loss	$	(6,293	)
Less: Loss attributable to redeemable noncontrolling interests		3,010

Net loss attributable to Class A Common Stockholders—basic		(3,283	)

Denominator—basic:
Weighted average Class A common stock outstanding—basic		77,498,775

Net loss per Class A common stock—basic	$	(0.04	)

Numerator—diluted:
Net loss attributable to Class A Common Stockholders—basic	$	(3,283	)
Net loss effect of dilutive securities:
Effect of dilutive Hoya Intermediate Warrants		(123	)

Net loss attributable to Class A Common Stockholders—diluted		(3,406	)

Denominator—diluted:
Weighted average Class A common stock outstanding—basic		77,498,775
Weighted average effect of dilutive securities:
Effect of dilutive Hoya Intermediate Warrants		—

Weighted average Class A common stock outstanding—diluted		77,498,775

Net loss per Class A common stock—diluted	$	(0.04	)

Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the period presented or if the issuance of shares is contingent upon events that did not occur by the end of the

period.

The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the period presented:


	For the Year Ended December 31,
	2021
RSUs		1,378,111
Stock options		4,061,486
Class A Warrants		24,652,569
Exercise Warrants		34,000,000
Hoya Intermediate Warrants		4,000,000
Shares of Class B common stock		118,200,000

Impairments

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

Acquired Finite-Lived Intangible Assets [Line Items]

IMPAIRMENTS

5. I

MPAIRMENTS

As disclosed in Note 2,

Summary of Significant Accounting Policies

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

The following summarizes the impairment charges recorded by us during the year ended December 31, 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

We 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, we classify our long-lived assets as a single asset group, which consists primarily of property and equipment, 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. We 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

COVID-19

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 14,

Fair Value,

for quantitative disclosure of significant unobservable inputs. As a result, we recorded an impairment of $118.0 million, of which $107.4 million was related to definite-lived intangible assets. The impairment is presented in Impairment charges in the Consolidated Statements of Operations.

No impairment triggering events to our long-lived assets were identified during 2021.

Indefinite-lived trademark and goodwill impairments

During the second quarter of 2020, we 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. We utilized a 2.0% royalty rate, consistent with the rate used in the initial valuation of the trademark. We recorded an impairment charge of $78.7 million related to the indefinite-lived trademark. The impairment charge is presented in Impairment charges in the Consolidated Statements of Operations.

As part of the goodwill impairment assessment performed during the second quarter of 2020, we determined that the carrying value of its Marketplace reporting unit exceeded its estimated fair value, resulting in a goodwill impairment charge of $377.1 million, which is presented in Impairment charges in the Consolidated Statements of Operations. 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 $683.3 million. In accordance with its annual

re-assessment,

we assessed its goodwill and indefinite-lived trademark for impairment as of October 31, 2020, determining no further impairment had occurred. No triggering events were identified during the year ended December 31, 2021.

Our 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”).

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

6. PROPERTY AND EQUIPMENT

Long-lived asset impairment charges related to property and equipment of $3.7 million 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.

The following table summarizes our major classes of property and equipment, net of accumulated depreciation at December 31, 2021 (in thousands):


	2021
Computer equipment	$	568
Construction in progress		564

Total property and equipment		1,132
Less: accumulated depreciation		50

Total property and equipment – net	$	1,082

Depreciation expense related to property and equipment was $0.1 million, $0.6 million, and $1.1 million for the years ended December 31, 2021, 2020, and 2019 respectively, and is presented in Depreciation and amortization expense in the Consolidated Statements of Operations. There were no impairment charges for the years ended December 31, 2021 and 2019.

Financial Instruments - Additional Information (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2021	Sep. 30, 2020
Schedule Of Available For Sale Securities [Line Items]
Interest expense – net	$ 58,179	$ 57,482	$ 41,497
Interest Rate Swap [Member]
Schedule Of Available For Sale Securities [Line Items]
Notional amount	$ 520,700
Interest rate swap, fixed interest rate	1.90%
Interest expense – net		$ 4,300	$ 2,100
Interest Rate Cap [Member]
Schedule Of Available For Sale Securities [Line Items]
Interest rate swap, fixed interest rate		0.00%
Interest expense – net	$ 800	$ 200
Derivative asset, notional amount				$ 516,800	$ 1,000
strike rate				3.50%

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Property and equipment - net	$ 1,082
Current liabilities:
Long-term debt - net	465,712
Commitments and contingencies (Note 15)
Redeemable Senior Preferred Units
Redeemable Preferred Units and noncontrolling interests
Redeemable Preferred Units		218,288
Hoya Intermediate, LLC
Current assets:
Cash and cash equivalents	489,530	285,337
Restricted cash	280	0
Accounts receivable - net	36,124	35,250
Inventory - net	11,773	7,462
Prepaid expenses and other current assets	72,504	80,066
Total current assets	610,211	408,115
Property and equipment - net	1,082	0
Intangible assets - net	78,511	67,024
Goodwill	718,204	683,327
Other non-current assets	787	664
Total Assets	1,408,795	1,159,130
Current liabilities:
Accounts payable	191,201	62,769
Accrued expenses and other current liabilities	281,156	256,134
Deferred revenue	25,139	5,956
Current maturities of long-term debt	0	6,412
Total current liabilities	497,496	331,271
Long-term debt - net	460,132	870,903
Other liabilities	25,834	510
Total long-term liabilities	485,966	871,413
Redeemable Preferred Units and noncontrolling interests
Redeemable noncontrolling interests	1,286,016	0
Shareholders' deficit
Additional paid-in capital	182,091	755,716
Accumulated deficit	(1,042,794)	(1,026,675)
Accumulated other comprehensive loss	0	(822)
Total Shareholders' deficit	(860,683)	(271,781)
Total liabilities, Redeemable Preferred Units and noncontrolling interests, and Shareholders' deficit	1,408,795	1,159,130
Hoya Intermediate, LLC \| Redeemable Senior Preferred Units
Redeemable Preferred Units and noncontrolling interests
Redeemable Preferred Units	0	218,288
Hoya Intermediate, LLC \| Common Class A [Member]
Shareholders' deficit
Common Stock	8	0
Hoya Intermediate, LLC \| Common Class B [Member]
Shareholders' deficit
Common Stock	12	0
Hoya Intermediate, LLC \| Redeemable Preferred Units
Redeemable Preferred Units and noncontrolling interests
Redeemable Preferred Units	$ 0	$ 9,939

Financial Instruments - Summary of Effects of Hedge Accounting and Interest Rate Swaps (Details) - Subsidiaries [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Available For Sale Securities [Line Items]
Beginning accumulated derivative loss in AOCL		$ (1,917)
Amount of gain (loss) recognized in AOCL		887
Less: Amount of loss reclassified from AOCL to income		(208)
Ending accumulated derivative loss in AOCL		(822)
Interest Rate Swap [Member]
Schedule Of Available For Sale Securities [Line Items]
Beginning accumulated derivative loss in AOCL		(887)
Amount of gain (loss) recognized in AOCL		887
Ending accumulated derivative loss in AOCL
Interest Rate Cap [Member]
Schedule Of Available For Sale Securities [Line Items]
Beginning accumulated derivative loss in AOCL	$ (822)	(1,030)
Less: Amount of loss reclassified from AOCL to income	(822)	(208)
Ending accumulated derivative loss in AOCL		$ (822)

Summary of Significant Accounting Policies - Estimated Useful Lives of Definite Lived Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021
Non Competition Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years
Supplier Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	4 years
Developed Technology [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years
Developed Technology [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	5 years
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	2 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	5 years

Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 13, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Intangible assets	$ 5,320
Goodwill		$ 377,100
Betcha
Business Acquisition [Line Items]
Cash	21
Restricted Cash	280
Prepaid expenses and other current assets	61
Intangible assets	5,320
Goodwill	34,877
Accounts payable	(288)
Accrued expenses and other current liabilities	(986)
Net assets acquired	$ 39,285

Impairments - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2020
Asset Impairment Charges [Abstract]
Royalty Rate	2.00%
Impairment		$ 118,000
Impairment of definite-lived intangible assets		$ 13,845	$ 107,400
Impairment charge of indefinite-lived trademark	$ 78,700
Intangible Assets, Net (Including Goodwill)	683,300			$ 0
Goodwill	$ 377,100

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Impairment	$ 563,200	$ 563,200
Goodwill [Member]
Goodwill [Line Items]
Beginning balance	683,327	1,060,428
Acquisition of Betcha	34,877
Impairment		(377,101)
Ending balance	718,204	683,327
Definite-lived Intangible Assets [Member]
Goodwill [Line Items]
Beginning balance	2,358	149,948
Acquisition of Betcha	5,320
Capitalized development costs	8,438	7,264
Impairment		(107,365)
Disposals		(124)
Amortization	(2,271)	(47,365)
Ending balance	13,845	2,358
Trademarks [Member]
Goodwill [Line Items]
Beginning balance	64,666	143,400
Impairment		(78,734)
Ending balance	$ 64,666	$ 64,666

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Redeemable Senior Preferred Units
Redeemable preferred stock, share outstanding		100
Hoya Intermediate, LLC \| Redeemable Senior Preferred Units
Redeemable preferred stock, par value	$ 0	$ 0
Redeemable preferred stock, share authorized	0	100
Redeemable preferred stock, share issued	0	100
Redeemable preferred stock, share outstanding	0	100
Redeemable preferred stock, liquidation preference	$ 0	$ 214,008,000
Hoya Intermediate, LLC \| Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	500,000,000	0
Common stock, shares issued	79,091,871	0
Common stock, shares outstanding	79,091,871	0
Hoya Intermediate, LLC \| Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	250,000,000	0
Common stock, shares issued	118,200,000	0
Common stock, shares outstanding	118,200,000	0
Hoya Intermediate, LLC \| Redeemable Preferred Units
Redeemable preferred stock, par value	$ 0	$ 0
Redeemable preferred stock, share authorized	0	100
Redeemable preferred stock, share issued	0	100
Redeemable preferred stock, share outstanding	0	100

Debt - (Additional Information) (Details) - USD ($)					1 Months Ended	12 Months Ended
Debt - (Additional Information) (Details) - USD ($)	Oct. 18, 2021	May 22, 2020	Mar. 17, 2020	Oct. 28, 2019	Jun. 30, 2017	May 22, 2023	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 02, 2018
Line of Credit Facility [Line Items]
Term loan							$ 465,712,000
Amortization of Debt Issuance Costs							4,472,000	$ 3,863,000	$ 2,860,000
Debt instrument, basis spread on variable rate						5.00%
Revolving Facility								50,000,000
Loss on extinguishment of debt		$ 700,000					(35,828,000)	(685,000)	(2,414,000)
Repayments of Revolving Facility								$ 50,000,000
LIBOR Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate						5.00%
Base Rate [Member]
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate						4.00%
Merger Transaction
Line of Credit Facility [Line Items]
Loan Principal Payments	$ 148,200,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Facility			$ 50,000,000.0		$ 50,000.0
June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit					$ 575,000,000.0
Line of Credit Up-sized										$ 115,000,000.0
Loan maturity Date					Jun. 30, 2024
Quarterly Amortization Payment Percentage					1.00%
Effective interest rate								4.50%
Loan Principal Payments							4,800,000	$ 5,900,000
Loss on extinguishment of debt							$ 1,700,000
June 2017 First Lien Loan \| Maximum
Line of Credit Facility [Line Items]
Cash Flow Subject to Certain Leverage Ratios							50.00%
June 2017 First Lien Loan \| LIBOR Rate
Line of Credit Facility [Line Items]
Floor Rate							1.00%
June 2017 First Lien Loan \| LIBOR Rate \| Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate							3.50%
June 2017 First Lien Loan \| LIBOR Rate \| Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate							3.00%
June 2017 First Lien Loan \| Net Leverage Ratio \| Maximum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate							2.50%
June 2017 First Lien Loan \| Net Leverage Ratio \| Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate							2.00%
June 2017 Second Lien Loan
Line of Credit Facility [Line Items]
Debt Instrument, Redemption Period, End Date				Oct. 28, 2019
May 2020 First Lien Loan
Line of Credit Facility [Line Items]
Term loan		260,000.0
Repayment of Term Loan	Oct. 18, 2021
Amortization of Debt Issuance Costs		$ 0
Loan maturity Date		May 22, 2026
Springing Maturity		Jun. 30, 2024
Effective interest rate							11.50%	11.50%
Prepayment Penalty Rate		3.00%
Prepayments Amount		$ 91,000,000.0
Loan Principal Payments	$ 304,100,000
Prepayment penalty Amount	28,000,000.0
Loss on extinguishment of debt	34,100,000
Debt discount costs		6,500,000
Debt issuance costs		$ 2,000,000.0
Remaining Amount Issuance Discount And Issuance Costs	$ 6,100,000
May 2020 First Lien Loan \| Maximum
Line of Credit Facility [Line Items]
Prepayment Penalty Rate		6.00%
May 2020 First Lien Loan \| Minimum
Line of Credit Facility [Line Items]
Prepayment Penalty Rate						91.00%
Prepayments Amount		$ 91,000,000.0
May 2020 First Lien Loan \| LIBOR Rate
Line of Credit Facility [Line Items]
Floor Rate							1.00%
Effective interest rate							9.50%
May 2020 First Lien Loan \| Base Rate [Member]
Line of Credit Facility [Line Items]
Floor Rate							2.00%
Effective interest rate							8.50%
May 2020 First Lien Loan \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Repayments of Revolving Facility		$ 260,000,000.0
June 2017 and May 2020 First Lien Loan
Line of Credit Facility [Line Items]
Amortization of Debt Issuance Costs							$ 3,600,000	$ 3,700,000	$ 2,900,000
Loans Payable \| June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit					$ 525,000,000.0
Loans Payable \| June 2017 Second Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit					$ 185,000,000.0

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Costs and expenses:

Depreciation and amortization

$ 2,322

$ 48,247

$ 93,078

Impairment charges

573,838

Other expenses:

Loss on extinguishment of debt

35,828

685

2,414

Loss before income taxes

(18,825)

(774,185)

(53,848)

Income tax expense

304

Hoya Intermediate, LLC

Revenues

443,038

35,077

468,925

Costs and expenses:

Cost of revenues (exclusive of depreciation and amortization shown separately below)

90,617

24,690

106,003

Marketing and selling

181,358

38,121

178,446

General and administrative

92,170

66,199

101,335

Depreciation and amortization

2,322

48,247

93,078

Impairment charges

573,838

Income (loss) from operations

76,571

(716,018)

(9,937)

Other expenses:

Interest expense – net

58,179

57,482

41,497

Loss on extinguishment of debt

35,828

685

2,414

Other expense

1,389

Loss before income taxes

(18,825)

(774,185)

(53,848)

Income tax expense

304

Net loss

(19,129)

(774,185)

(53,848)

Net loss attributable to Hoya Intermediate LLC shareholders prior to reverse recapitalization

(12,836)

$ (774,185)

$ (53,848)

Less: Net income attributable to redeemable noncontrolling interests

(3,010)

Net loss attributable to Class A Common Stockholders

$ (3,283)

Loss per Class A Common Stock

Basic

^[1]

$ (0.04)

Diluted

^[1]

$ (0.04)

Weighted average common shares outstanding(1):

Basic

^[1]

77,498,775

Diluted

^[1]

77,498,775

[1]	Represents loss per common share and weighted-average common shares outstanding for the period following the Merger Transaction and PIPE Financing as defined in Note 1, Background, Description of Business and Basis of Presentation.

Financial Instruments

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

FINANCIAL INSTRUMENTS

11. F

INANCIAL

NSTRUMENTS

Derivatives

The financial instruments entered into by us 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 us and the counterparty, was not significant to the overall valuation. Refer to Note 14,

Fair Value

, for additional disclosure regarding fair value measurements.

Interest Rate Swaps

On November 10, 2017, we purchased

pay-fixed,

receive-float interest rate swaps

with

a combined notional value of $520.7 million 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 us making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount.

We 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, we 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 Consolidated Statements of Operations was $4.3 million and $2.1 million for the year ended December 31, 2020 and 2019.

Interest Rate Cap

On November 26, 2018, we entered into an interest rate cap with an effective date of September 30, 2020. We paid $1.0 million to enter into the cap. The notional value was $516.8 million on September 30, 2021. The interest rate cap matured on September 30, 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.

We 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, we assess hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through its maturity.

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

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

Since we 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 Comprehensive Income (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 years ended December 31, 2021 and 2020, we reclassified losses of $0.8 million and $0.2 million, 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 Consolidated Statements of Cash

Flows.

The following table presents the effects of hedge accounting on AOCL for the year ended December 31, 2021 for interest rate contracts designated as cash flow hedges (in thousands):


	Interest rate cap
Beginning accumulated derivative loss in AOCL	$	(822	)
Amount of gain (loss) recognized in AOCL		—
Less: Amount of loss reclassified from AOCL to income		(822	)

Ending accumulated derivative loss in AOCL	$	—

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


	Interest rate swaps			Interest rate cap			Total
Beginning accumulated derivative loss in AOCL	$	(887	)	$	(1,030	)	$	(1,917	)
Amount of gain recognized in AOCL		887			—			887
Less: Amount of loss reclassified from AOCL to income		—			(208	)		(208	)

Ending accumulated derivative loss in AOCL	$	—		$	(822	)	$	(822	)

We also entered into certain warrant agreements in connection with the Merger Transaction. Refer to Note 18,

Warrants

, for additional details on our warrants.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) from Continuing Operations Before Income Taxes

Components of loss from continuing operations before

income

taxes for the years ended December 31 were as follows (in thousands):


	2021			2020			2019
United States	$	(17,859	)	$	(763,664	)	$	(51,520	)
Foreign		(966	)		(10,521	)		(2,328	)

Total loss before income taxes	$	(18,825	)	$	(774,185	)	$	(53,848	)

Schedule of Components of Income Tax Expense (Benefit)

During 2021, significant components of income tax expense were as follows (in thousands):


	2021
Current
U.S. Federal	$	—
State & Local		304
Foreign		—

Total current income tax expense (benefit)		304

Deferred
U.S. Federal		—
State & Local		—
Foreign		—

Total deferred income tax expense (benefit)		—

Total income tax expense (benefit)	$	304

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21%

to our income tax expense was as follows:


	2021
At U.S. statutory tax rate		21.0	%
State income taxes		(1.1	)%
Foreign rate differential		0.3	%
Pass-through loss / (income)		(14.3	)%
Noncontrolling interest		(2.7	)%
Change in valuation allowance		(3.5	)%
Warrants remeasurement		(1.4	)%
Other		0.1	%

Total income tax expense (benefit)		(1.6	)%

Schedule of Deferred Tax Assets and Liabilities

As of December 31, 2021, our deferred tax balances consisted of the following (in thousands):


	2021
Deferred Tax Assets
Net operating loss	$	9,670
Interest carryforward		15,206
Investment in partnerships		120,706
Other		132

Total deferred tax assets		145,714

Valuation allowance		(145,668	)

Total deferred tax assets net of valuation allowance		46

Deferred Tax Liabilities
Other		46

Total Deferred Tax Liabilities		46

Net Deferred Tax Asset / Liabilities	$	—

Summary Of Valuation Allowance

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

13.

INCOME

TAXES

We are subject to U.S. federal and state income taxes with respect to our allocable share of any taxable income or loss of Hoya Intermediate generated after the Merger Transaction, as well as any stand-alone income or loss we generate. Hoya Intermediate is organized as a limited liability company and treated as a partnership for federal tax purposes, with the exception to the Canadian operations of Vivid Seats Canada Ltd. (formerly Fanxchange Ltd.), which we acquired in 2019. Instead, Hoya Intermediate’s taxable income or loss is passed through to its members, including Vivid Seats Inc. Vivid Seats Inc. files and pays corporate income taxes for U.S. federal and state income tax purposes. We anticipate this structure to remain in existence for the foreseeable future.

Components of loss from continuing operations before

income

taxes for the years ended December 31 were as follows (in thousands):


	2021			2020			2019
United States	$	(17,859	)	$	(763,664	)	$	(51,520	)
Foreign		(966	)		(10,521	)		(2,328	)

Total loss before income taxes	$	(18,825	)	$	(774,185	)	$	(53,848	)

Prior to 2021, we did not incur material amounts of income tax

expense

or have material income tax liability or deferred tax

balances.

During 2021, significant components of income tax expense were as follows (in thousands):


	2021
Current
U.S. Federal	$	—
State & Local		304
Foreign		—

Total current income tax expense (benefit)		304

Deferred
U.S. Federal		—
State & Local		—
Foreign		—

Total deferred income tax expense (benefit)		—

Total income tax expense (benefit)	$	304

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21%

to our income tax expense was as follows:


	2021
At U.S. statutory tax rate		21.0	%
State income taxes		(1.1	)%
Foreign rate differential		0.3	%
Pass-through loss / (income)		(14.3	)%
Noncontrolling interest		(2.7	)%
Change in valuation allowance		(3.5	)%
Warrants remeasurement		(1.4	)%
Other		0.1	%

Total income tax expense (benefit)		(1.6	)%

As of December 31, 2021, our deferred tax balances consisted of the following (in thousands):


	2021
Deferred Tax Assets
Net operating loss	$	9,670
Interest carryforward		15,206
Investment in partnerships		120,706
Other		132

Total deferred tax assets		145,714

Valuation allowance		(145,668	)

Total deferred tax assets net of valuation allowance		46

Deferred Tax Liabilities
Other		46

Total Deferred Tax Liabilities		46

Net Deferred Tax Asset / Liabilities	$	—

We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized. Valuation allowances have been established primarily with regard to the tax benefits of certain net operating losses, tax credits, as well as its investment in partnerships. In making such a determination, we considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. After considering all those factors, we recorded $145.7 million of a valuation allowance against our deferred tax assets, as these assets are not more likely than not to be

realized.

F-29

At December 31, 2021, we had U.S. state operating loss carryforwards totaling $16.1 million, U.S federal operating loss carryforwards totaling $32.0 million. The U.S. federal and state operating loss carryforwards begin to expire in 2029 with $33.7 million of the operating loss carryforwards having no expiration date.

At December 31, 2021, with respect to our operations outside the U.S., we had foreign operating loss carryforwards totaling $6.1 million. The foreign operating loss carryforwards begin to expire in 2022.

At December 31, 2021, we

were

not indefinitely reinvested on undistributed earnings from its foreign operations and the deferred tax liability associated with the future repatriation of these earnings is expected to be immaterial.

ASC 740, Income Taxes, prescribes a recognition threshold of more-likely-than not to be sustained upon examination as it relates to the accounting for uncertainty in income tax benefits recognized in an enterprise’s financial statements. We note that as of December 31, 2021, we

had

no uncertain tax positions recorded in any jurisdiction.

We are subject to routine audits by taxing jurisdictions. The periods subject to tax audits are 2017 through 2021. There are currently no audits for any tax periods in progress.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):


Cash	$	21
Restricted cash		280
Prepaid expenses and other current assets		61
Intangible assets		5,320
Goodwill		34,877
Accounts payable		(288	)
Accrued expenses and other current liabilities		(986	)

Net assets acquired	$	39,285

Schedule of Components of Intangible Assets Acquired

The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition (in thousands):


	Cost		Estimated Useful Life
Customer relationships		520		2 years
Developed technology		4,800		5 years

Total acquired intangible assets	$	5,320

Schedule of Purchase Consideration

The following table summarizes the purchase consideration (in thousands):


Fair value of common stock	$	21,306
Cash consideration		759
Fair value of milestone payments		9,720
Fair value of earnouts		7,500

Total purchase consideration	$	39,285

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

Summary of Accrued Expenses and Other Current Liabilities

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


	2021		2020
Accrued marketing expense	$	27,304	$	1,086
Accrued taxes		9,332		16,913
Accrued customer credits		119,355		125,481
Accrued future customer compensation		73,959		94,061
Accrued contingencies		12,686		—
Other current liabilities		38,520		18,593

Total accrued expenses and other current liabilities	$	281,156	$	256,134

Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total long-term debt, gross	$ 465,712	$ 894,399
Less: unamortized debt issuance costs	(5,580)	(17,084)
Total long-term debt, net of issuance costs	460,132	877,315
Less: current portion	0	(6,412)
Total long-term debt, net	465,712
Subsidiaries [Member]
Debt Instrument [Line Items]
Total long-term debt, net	460,132	870,903
June 2017 First Lien Loan
Debt Instrument [Line Items]
Total long-term debt, gross	465,712	618,721
May 2020 First Lien Loan
Debt Instrument [Line Items]
Total long-term debt, gross	$ 0	$ 275,678

- 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

Income Taxes - Schedule of Income (Loss) from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (17,859)	$ (763,664)	$ (51,520)
Foreign	(966)	(10,521)	(2,328)
Total loss before income taxes	$ (18,825)	$ (774,185)	$ (53,848)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Fair Value (Tables) - Hoya Intermediate, LLC

12 Months Ended

Dec. 31, 2021

Subsidiary of Limited Liability Company or Limited Partnership [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 during our assessment for impairment in the second quarter of 2020:


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	)

Debt - Summary of Future maturities of our outstanding debt (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 0
2023	0
2024	465,712
2025	0
2026	0
Total long-term debt, net	$ 465,712

- Definition

+ References + Details

Related-Party Transactions - Additional Information (Details) - Hoya Intermediate, LLC - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Accrued charitable contributions payable	$ 1.3	$ 0.5
Vivid Cheers [Member]
Related Party Transaction [Line Items]
Accrued charitable contributions payable	$ 2.4	$ 0.5

Loss Per Share (Tables) - Hoya Intermediate, LLC

12 Months Ended

Dec. 31, 2021

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

Schedule of Earnings Per Share, Basic and Diluted


	October 18, 2021 through December 31, 2021
Numerator—basic:
Net loss	$	(6,293	)
Less: Loss attributable to redeemable noncontrolling interests		3,010

Net loss attributable to Class A Common Stockholders—basic		(3,283	)

Denominator—basic:
Weighted average Class A common stock outstanding—basic		77,498,775

Net loss per Class A common stock—basic	$	(0.04	)

Numerator—diluted:
Net loss attributable to Class A Common Stockholders—basic	$	(3,283	)
Net loss effect of dilutive securities:
Effect of dilutive Hoya Intermediate Warrants		(123	)

Net loss attributable to Class A Common Stockholders—diluted		(3,406	)

Denominator—diluted:
Weighted average Class A common stock outstanding—basic		77,498,775
Weighted average effect of dilutive securities:
Effect of dilutive Hoya Intermediate Warrants		—

Weighted average Class A common stock outstanding—diluted		77,498,775

Net loss per Class A common stock—diluted	$	(0.04	)

Summary of Potentially Dilutive Securities

The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the period presented:


	For the Year Ended December 31,
	2021
RSUs		1,378,111
Stock options		4,061,486
Class A Warrants		24,652,569
Exercise Warrants		34,000,000
Hoya Intermediate Warrants		4,000,000
Shares of Class B common stock		118,200,000

Fair Value

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

FAIR VALUE

14. 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 years ended December 31, 2021 and 2020.

Cash and cash equivalents include all cash balances and highly liquid investments purchased with maturities of three months or less. Our 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 us 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 11,

Financial Instruments,

for further details on our derivative instruments.

Our 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, 2021, the June 2017 First Lien Loan had a fair value of $465.1 million

as compared to the carrying amount of $460.1 million. At December 31, 2020, the June 2017 First Lien Loan had a fair value of $583.1 million as compared to the carrying amount of $609.1 million. We made a partial principal payment of $148.2 million on this loan in connection with, and using the proceeds from, the business combination. Refer to Note 10,

Debt

, for further

information.

Our 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

. During the year ended December 31, 2021, we repaid this loan in full in connection with, and using the proceeds from, the business combination. Refer to Note 10,

Debt

, for further information. At December 31, 2020, the May 2020 First Lien Loan had a fair value of $319.9 million as compared to the carrying amount of $268.2 million.

Refer to Note 10,

Debt

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

In Connection with the Merger Transaction, we issued Hoya Intermediate Warrants to Hoya Topco, which are classified as Other Liabilities on the Consolidated Balance Sheets. The Hoya Intermediate Warrants are remeasured to fair value each reporting period using the Black-Scholes valuation model. Significant inputs used in the valuation of the Hoya Intermediate Warrants include the volatility, risk-free interest rate, and dividend yield.

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 during our assessment for impairment in the second quarter of 2020:


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 5,

Impairments

, for disclosure of our fair value methodologies applied to goodwill, intangible 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

Business Acquisition - Schedule of Components of Intangible Assets Acquired (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 13, 2021
Business Acquisition [Line Items]
Intangible assets		$ 5,320
Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets		520
Estimated useful life	2 years
Developed Technology [Member]
Business Acquisition [Line Items]
Intangible assets		$ 4,800
Estimated useful life	5 years

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

COMMITMENTS AND CONTINGENCIES

15. C

OMMITMENTS

AND

ONTINGENCIES

Our future minimum cash obligations as of December 31, 2021, were as follows (in thousands):


	2022		2023		2024		2025		2026		Thereafter		Total
Operating leases	$	3,437	$	905	$	2,038	$	2,458	$	2,477	$	14,736	$	26,051
Purchase obligations		2,195		1,391		—		—		—		—		3,586

Total	$	5,632	$	2,296	$	2,038	$	2,458	$	2,477	$	14,736	$	29,637

Operating Leases

—We lease 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. We are also responsible for our proportionate share of real estate taxes, insurance, and common area maintenance. Rent expense was $3.7 million, $2.8 million, and $2.7 million for the years ended December 31, 2021, 2020, and 2019, respectively, and is included in General and administrative expense in the Consolidated Statements of Operations. During 2021, we early terminated our headquarters lease and recorded a $1.3 million lease termination expense in General and administrative expense in the Consolidated Statements of Operations. We entered into a new

11-year

lease expiring on December 31, 2034 with an annual payment ranging from $1.5 million to $1.8

million.

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

—We enter into

non-cancelable

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

Litigation

—We, from time to time, are 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 our business, financial position or results of operations other than those matters discussed herein.

We are a

co-defendant

in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout. On January 5, 2022, we issued coupons to certain members of the class. Other members will be notified in 2022 that they are eligible to submit a claim for a coupon. As of December 31, 2021 and 2020, a liability of $0.9 million and $1.1 million, respectively, was recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to expected credit redemptions as of the measurement date.

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

COVID-19

restrictions. A final order approving settlement of one of the lawsuits was entered by the court on November 1, 2021.

As such, after insurance,

4.5

million was funded to a claims settlement pool and is included in Prepaid expenses and other current assets in the Consolidated Balance Sheets. As of December

2021

and

2020

, we had accrued a liability of $

1.7

million and $

2.6

million, respectively, in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to these matters. We expect to recover some of these costs under our insurance policies and have separately recognized an insurance recovery asset of $

0.5

million and $

2.5

million, respectively, within Prepaid expenses and other current assets in the Consolidated Balance Sheets at December

2021

and

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, most states have adopted laws that attempt to impose tax collection obligations on

out-of-state

companies. We have registered, or are in the process of registering, where required by statute. There remains a degree of uncertainty as to our obligations in jurisdictions where our registration is still in progress due to the complex laws that govern secondary ticket sales. Pending discussions, it is more likely than not some jurisdictions could assess taxes and assessed amounts may differ materially from amounts currently accrued. It is also 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, we will adjust the recorded liability to reflect the new information, with a portion of the adjustment impacting orders placed in prior periods.

We have recognized a liability for this potential tax of $8.8 million and $16.8 million at December 31, 2021 and 2020, respectively. This liability is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The related sales tax expense was $9.0 million, $6.8 million, and $10.0 million for the years ended December 31, 2021, 2020, and 2019, respectively, which reflects uncollected amounts owed to jurisdictions reduced by abatements

received.

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

Schedule of Segment Information

The following table represents our segment information for the year ended December 31, 2021 (in thousands):


	Marketplace		Resale		Consolidated
Revenues	$	389,668	$	53,370	$	443,038
Cost of revenues (exclusive of depreciation and amortization shown separately below)		51,702		38,915		90,617
Marketing and selling		181,358		—		181,358

Contribution margin	$	156,608	$	14,455		171,063
General and administrative						92,170
Depreciation and amortization						2,322

Income from operations						76,571
Interest expense – net						58,179
Loss on extinguishment of debt						35,828
Other expenses						1,389

Loss before income taxes					$	(18,825	)

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	)

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	)

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

PREPAID EXPENSES AND OTHER CURRENT ASSETS

8. P

REPAID

EXPENSES

AND

OTHER

CURRENT

ASSETS

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


	2021		2020
Recovery of future customer compensation	$	58,319	$	75,257
Insurance recovery asset		480		2,500
Prepaid expenses		9,573		2,309
Other current assets		4,132		—

Total prepaid expenses and other current assets	$	72,504	$	80,066

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 decreased by $16.9 million during the year ended December 31, 2021, due to a reduction in the estimated rate of future cancellations in 2021 compared to 2020, partially offset by an increase in order volume. The provision related to these expected recoveries are included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Prepaid expenses increased by $7.3 million primarily related to a $4.5 million prepayment in a legal settlement pool. Other current assets was $4.1 million at December 31, 2021 due to a deposit associated with a corporate credit card.

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

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

Summary of Effects of Hedge Accounting and Interest Rate Swaps

The following table presents the effects of hedge accounting on AOCL for the year ended December 31, 2021 for interest rate contracts designated as cash flow hedges (in thousands):


	Interest rate cap
Beginning accumulated derivative loss in AOCL	$	(822	)
Amount of gain (loss) recognized in AOCL		—
Less: Amount of loss reclassified from AOCL to income		(822	)

Ending accumulated derivative loss in AOCL	$	—

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


	Interest rate swaps			Interest rate cap			Total
Beginning accumulated derivative loss in AOCL	$	(887	)	$	(1,030	)	$	(1,917	)
Amount of gain recognized in AOCL		887			—			887
Less: Amount of loss reclassified from AOCL to income		—			(208	)		(208	)

Ending accumulated derivative loss in AOCL	$	—		$	(822	)	$	(822	)

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Hoya Intermediate, LLC
Subsequent Event [Line Items]
SUBSEQUENT EVENTS	23. S UBSEQUENT EVENTS On February 3, 2022, we repaid $190.7 million of outstanding June 2017 First Lien Loan. We entered into an amendment which refinances the remaining existing term loan with a new $275.0 million term loan with a maturity date of February 3, 2029, adds a new revolving credit facility in an aggregate principal amount of $100.0 million with a maturity date of February 3, 2027, replaces the LIBOR based floating interest rate with a term SOFR based floating interest rate and revises the springing financial covenant to require compliance with a first lien net leverage ratio.

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Impairment charges	$ 0	$ 3,700	$ 0
Depreciation expense	$ 100	$ 600	$ 1,100

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

The following table summarizes our major classes of property and equipment, net of accumulated depreciation at December 31, 2021 (in thousands):


	2021
Computer equipment	$	568
Construction in progress		564

Total property and equipment		1,132
Less: accumulated depreciation		50

Total property and equipment – net	$	1,082

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets	$ 13,845	$ 107,400
Amortization of Intangible Assets	2,300	47,400	$ 91,500
Impairment	563,200	563,200
Hoya Intermediate, LLC
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets		107,365
Impairment		377,101
Developed Technology \| Hoya Intermediate, LLC
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets	13,800	2,400
Accumulated amortization	$ 2,500	$ 300

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Revenue Recognition

4. R

EVENUE

ECOGNITION

We recognize revenue in accordance with ASC 606. We have two reportable segments: Marketplace and Resale.

Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers. We earn revenue processing ticket sales from our Owned Properties, consisting of the Vivid Seats website and mobile applications, and from our Private Label offering, which is comprised of numerous distribution partners.

During the years ended December 31, 2021, 2020, and 2019 Marketplace revenues consisted of the following (in thousands):


	2021		2020			2019
Marketplace revenues:
Owned Properties	$	308,226	$	24,188		$	329,262
Private Label		81,442		(907	)		74,383

Total Marketplace revenues	$	389,668	$	23,281		$	403,645

During the years ended December 31, 2021, 2020, and 2019 Marketplace revenues consisted of the following event categories (in thousands):


	2021		2020		2019
Marketplace revenues:
Concerts	$	171,149	$	15,775	$	187,753
Sports		175,471		3,484		169,577
Theater		41,745		3,759		44,754
Other		1,303		263		1,561

Total Marketplace revenues	$	389,668	$	23,281	$	403,645

Within the Resale segment, we sell tickets we hold in inventory on resale ticket marketplaces. Resale revenues were $53.4 million, $11.8 million, and $65.3 million during the years ended December 31, 2021, 2020, and 2019, respectively.

At December 31, 2021, Deferred revenue in the Consolidated Balance Sheets was $25.1 million, which primarily relates to Vivid Seats Rewards, our loyalty program. At December 31, 2020, $6.0 million was recorded as deferred revenue, of which $3.3 million was recognized as revenue during the year ended December 31, 2021.

Deferred revenue for contingent events at December 31, 2021 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
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Cash Earnouts	$ 0
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Customer credits redeemed	55,900,000	$ 7,400,000
Revenue from breakage	3,300	800,000
Increase and decrease in revenue	5,100	$ 15,300	$ 400
Cash Earnouts	3,900,000
Future milestone payments	$ 8,800,000

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

12 Months Ended

Dec. 31, 2021

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

Schedule of Estimated Useful Life

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

Schedule of Definite-Lived Intangible Assets Amortized

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		2-5 years

Warrants (Tables) - Hoya Intermediate, LLC

12 Months Ended

Dec. 31, 2021

Class of Warrant or Right [Line Items]

Schedule of Option Contingent Warrants


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

Option Contingent Warrants [Member]

Class of Warrant or Right [Line Items]

Schedule of Option Contingent Warrants

The following assumptions were used to calculate the fair value of the

Hoya Intermediate and

Option Contingent Warrants at December 31, 2021 and upon consummation of the Merger Transaction:


	12/31/2021			10/18/2021
Estimated volatility		36.0	%		28.0	%
Expected term (years)		9.8			10.0
Risk-free rate		1.5	%		1.6	%
Expected dividend yield		0.0	%		0.0	%

Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - Hoya Intermediate, LLC - USD ($)
$ / shares in Units, $ in Thousands

2 Months Ended

12 Months Ended

Dec. 31, 2021

Numerator for earnings per share calculation

Net income attributable to common stockholders, basic

$ (6,293)

$ (3,283)

Loss attributable to redeemable noncontrolling interests

3,010

Denominator for earnings per share calculation

Weighted-average shares, basic

^[1]

77,498,775

Basic EPS

Net Income (Loss) Available to Common Stockholders, Basic

$ (6,293)

$ (3,283)

Weighted Average Number of Shares Outstanding, Basic

^[1]

77,498,775

Net income per share attributable to common stockholders, basic

^[1]

$ (0.04)

Effect of Dilutive Hoya Intermediate Warrants, Basic

(123)

Diluted EPS

Net Income (Loss) Available to Common Stockholders, Diluted

$ (2,461)

Net income per share attributable to common stockholders, diluted

^[1]

$ (0.04)

Effect of dilutive Hoya Intermediate Warrants

Common Class A [Member]

Numerator for earnings per share calculation

Net income attributable to common stockholders, basic

$ (3,283)

Denominator for earnings per share calculation

Weighted-average shares, basic

77,498,775

Basic EPS

Net Income (Loss) Available to Common Stockholders, Basic

$ (3,283)

Weighted Average Number of Shares Outstanding, Basic

77,498,775

Net income per share attributable to common stockholders, basic

$ (0.04)

Diluted EPS

Net Income (Loss) Available to Common Stockholders, Diluted

$ (3,406)

Net income per share attributable to common stockholders, diluted

$ 77,498,775

[1]	Represents loss per common share and weighted-average common shares outstanding for the period following the Merger Transaction and PIPE Financing as defined in Note 1, Background, Description of Business and Basis of Presentation.

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands		12 Months Ended
	May 22, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Depreciation and amortization		$ 2,322	$ 48,247	$ 93,078
Impairment charges			573,838
Loss on extinguishment of debt	$ 700	(35,828)	(685)	(2,414)
Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues		(443,038)	(35,077)	(468,925)
Cost of revenues (exclusive of depreciation and amortization shown separately below)		(90,617)	(24,690)	(106,003)
General and administrative		92,170	66,199	101,335
Depreciation and amortization		2,322	48,247	93,078
Impairment charges			573,838
Income (loss) from operations		76,571	(716,018)	(9,937)
Interest expense – net		58,179	57,482	41,497
Loss on extinguishment of debt		(35,828)	(685)	(2,414)
Other expense		1,389
Marketplace \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues		389,668	23,281	403,645
Cost of revenues (exclusive of depreciation and amortization shown separately below)		51,702	13,741	52,857
Marketing and selling		181,358	38,121	178,446
Contribution Margin		156,608	(28,581)	172,342
Resale \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues		53,370	11,796	65,280
Cost of revenues (exclusive of depreciation and amortization shown separately below)		38,915	10,949	53,146
Marketing and selling		0	0	0
Contribution Margin		14,455	847	12,134
Consolidated \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues		443,038	35,077	468,925
Cost of revenues (exclusive of depreciation and amortization shown separately below)		90,617	24,690	106,003
Marketing and selling		181,358	38,121	178,446
Contribution Margin		171,063	(27,734)	184,476
General and administrative		92,170	66,199	101,335
Depreciation and amortization		2,322	48,247	93,078
Impairment charges			573,838
Income (loss) from operations		76,571	(716,018)	(9,937)
Interest expense – net		58,179	57,482	41,497
Loss on extinguishment of debt		35,828	685	2,414
Other expense		1,389
Net loss		$ (18,825)	$ (774,185)	$ (53,848)

Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	5 years
Purchased Software [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	7 years

Redeemable noncontrolling Interests (Additional Information) (Details)	12 Months Ended
	Dec. 31, 2021
Hoya Topco L L C [Member]
Noncontrolling Interest [Line Items]
Common units ownership	59.90%
Class A Common Stock
Noncontrolling Interest [Line Items]
Conversion Basis	one-to-one
Hoya Intermediate, LLC
Noncontrolling Interest [Line Items]
Common Stock Voting Power	40.10%

Revenue Recognition - Schedule Of Market Place Revenues (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	$ 389,668	$ 23,281	$ 403,645
Owned Properties
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	308,226	24,188	329,262
Private Label
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	81,442	(907)	74,383
Concerts
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	171,149	15,775	187,753
Sports
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	175,471	3,484	169,577
Theater
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	41,745	3,759	44,754
Other
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	$ 1,303	$ 263	$ 1,561

- 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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+ Details

Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Nov. 02, 2021	Oct. 19, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 18, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense			$ 14.5
Compensation expense expected to be recognized			4 years
Stock Option Exercise Price		$ 13.09
Stock options exercised			0
Stock options forfeited			0
Stock option, exercise price, decrease	$ 0.23
Directors \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Special dividend per share						$ 0.23
Dividend Paid Date	Nov. 02, 2021
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted in period		1,408,773	1,408,773
Equity-based compensation expense			$ 6.0	$ 4.3	$ 5.2
Unrecognized compensation expense			$ 16.9
Compensation expense expected to be recognized			4 years
RSUs \| Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		5 years	5 years
RSUs \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Expiration period			10 years
Shares Granted		3,061,486
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Granted		1,000,000
Stock Option Exercise Price		$ 15.00
Incentive Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense			$ 9.1
Compensation expense expected to be recognized			3 years

Fair Value - Additional Information (Details) - Hoya Intermediate, LLC - Recurring - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
June 2017 First Lien Loan \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value	$ 465.1	$ 583.1
Carrying amount	460.1	609.1
Repayments of debt	$ 148.2
May 2020 First Lien Loan \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value		319.9
Carrying amount		$ 268.2

Property and Equipment - Schedule of Property and Equipment (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,132
Less: accumulated depreciation	50
Total property and equipment - net	1,082
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	568
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 564

Revenue Recognition - Additional Information (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue from Related Parties	$ 53,400	$ 11,800	$ 65,300
Deferred revenue	25,139	$ 5,956
Deferred Revenue, Revenue Recognized	$ 3,300

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Equity-Based Compensation - Summary of Activity for Unit Awards (Details) - Hoya Topco, LLC - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class B-1 Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balances	855,000
Granted		905,000
Forfeited	(10,000)	(50,000)
Ending Balances	845,000	855,000
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 2.32
Weighted-Average Grant Date Fair Value Per Share, Granted		$ 2.32
Weighted-Average Grant Date Fair Value Per Share, Forfeited	2.32	2.32
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 2.32	$ 2.32
Class E Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balances	500,765	500,765	500,765
Ending Balances	500,765	500,765	500,765
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 25.46	$ 25.46	$ 25.46
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 25.46	$ 25.46	$ 25.46
Class D Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balances	2,048,240	832,510	666,150
Granted		1,755,000	218,000
Repurchased		(97,604)	(6,000)
Forfeited	(60,400)	(441,666)	(45,640)
Ending Balances	1,987,840	2,048,240	832,510
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 4.67	$ 15.63	$ 15.65
Weighted-Average Grant Date Fair Value Per Share, Granted		0.89	15.50
Weighted-Average Grant Date Fair Value Per Share, Repurchased		15.95	15.28
Weighted-Average Grant Date Fair Value Per Share, Forfeited	7.01	7.81	15.42
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 4.60	$ 4.67	$ 15.63

Background, Description of Business and basis of presentation

12 Months Ended

Dec. 31, 2021

Vivid Seats Inc

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

BACKGROUND, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

1. B

ACKGROUND

, D

ESCRIPTION

USINESS

ASIS

RESENTATION

Vivid Seats Inc. and its subsidiaries including Hoya Intermediate, LLC and Vivid Seats LLC (collectively the “Company,” “us,” “we,” and “our”), provide an online secondary ticket marketplace, that enables ticket buyers to discover and easily 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 operations. In our Resale segment, we acquire tickets to resell on secondary ticket marketplaces, including our own.

Our consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We have included all adjustments necessary for a fair presentation of the results for the full year. These adjustments consist of normal and recurring items.

Vivid Seats Inc. was incorporated in Delaware on March 29, 2021 as a wholly owned subsidiary of Hoya Intermediate, LLC (“Hoya Intermediate”). Vivid Seats Inc. 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, 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, Vivid Seats Inc. holds approximately 40.1% of the common units of Hoya Intermediate, which represents a controlling interest in Hoya Intermediate.

The Merger Transaction and PIPE Financing

—On October 18, 2021, we consummated a series of transactions (collectively, the “Merger Transaction”) between Horizon, Vivid Seats Inc., and Hoya Intermediate. The Merger Transaction was accounted for as a reverse recapitalization, with Hoya Intermediate treated as the accounting acquirer. Accordingly, our consolidated financial statements represent a continuation of the financial statements of Hoya Intermediate with net assets of Hoya Intermediate stated at historical cost.

In connection with the Merger Transaction, Vivid Seats Inc.:

•

Issued 29,431,260 shares of Class A common stock to former shareholders of Horizon, whereby $293.2 million in cash and cash equivalents (after the payment of $18.7 million in transaction costs incurred by Horizon) of Horizon became available to Vivid Seats Inc.

We su

quently

paid an additional $15.5 million

in transaction costs incurred by Horizon

using the cash

and ca

valents tha

t became

availab

le to

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 (“Class B Warrants”), which are only exercisable upon the exercise of a corresponding Hoya Intermediate Warrant (defined below), to Hoya Topco in exchange for the outstanding shares of Hoya Intermediate, LLC;

•

Received $475.2 million in aggregate consideration from certain 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 Financing”).

•

Used proceeds from Horizon and the PIPE Financing to pay (i) $482.4 million towards our outstanding debt, (ii) $236.0 million to facilitate the redemption of preferred units held in Hoya Intermediate, and (iii) $54.3 million 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 (collectively, the “Exercise Warrants”), and (iii) 50,000 shares of Class A common stock; and

F-9

•

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 (“Private Warrants”), and public warrants to purchase 18,132,776

shares of Class A common stock of Vivid Seats Inc., at an exercise price of $11.50 per share (“Public Warrants”), to former holders of Horizon warrants;

In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco (i) warrants to purchase 3,000,000 shares of Hoya Intermediate common units at an exercise price of $10.00 per share, and (ii) warrants to purchase 3,000,000 shares of Hoya Intermediate common units at an exercise of $15.00 per share (collectively, the “Hoya Intermediate Warrants”). A portion of the Hoya Intermediate Warrants consists of warrants to purchase 1,000,000 Hoya Intermediate common units at exercise prices of $10.00 and $15.00 per unit, respectively, were issued in tandem with stock options issued by Vivid Seats, Inc. to members of our management team (“Option Contingent Warrants”). The Option Contingent Warrants only become available to exercise by Hoya Topco in the event that a corresponding management option is forfeited. For additional details regarding the issuance of warrants in connection with the Merger Transaction, refer to Note 18,

Warrants

Following the business combination, the legacy unit holders of Hoya Intermediate own a controlling interest in Vivid Seats Inc. through their ownership of Class B common stock in Vivid Seats Inc.

COVID-19

Update

—The

COVID-19

pandemic has materially impacted our business and results of operations in the years ended December 31, 2021 and 2020. During the year ended December 31, 2020, we 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. Beginning in the second quarter of 2021, and continuing through the fourth quarter of 2021, we have seen a recovery in ticket orders as mitigation measures ease.

The

COVID-19

pandemic is evolving, and as new variants emerge the ultimate pace and timing of recovery continues to remain uncertain. 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 continue to recover, our financial condition, cash flows, and results of operations may be further materially impacted.

Prepaid Expenses and Other Current Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in prepaid expenses	$ (7,623)	$ 67,584	$ (642)
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in recovery of future customer compensation	16,900
Prepayments for legal settlements	4,500
Change in prepaid expenses	7,300
Other current assets	$ 4,132	$ 0

Warrant - Schedule of Option Contingent Warrants (Detail)	Dec. 31, 2021 d yr	Oct. 18, 2021 d yr
Estimated volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	36.0	28.0
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input \| yr	9.8	10.0
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	1.5	1.6
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding, measurement input	0.0	0.0

Income Taxes - Schedule of Deferred Tax Assets Valuation Allowance (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Balance of beginning of period	$ 1,828
Valuation Allowance Charged to costs and expenses	646
Valuation Allowance Charged to Other Accounts	143,194
Valuation Allowance Deductions	0
Ending balance	$ 145,668

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Hoya Intermediate, LLC

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

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

9. A

CCRUED

XPENSES

AND

THER

URRENT

IABILITIES

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


	2021		2020
Accrued marketing expense	$	27,304	$	1,086
Accrued taxes		9,332		16,913
Accrued customer credits		119,355		125,481
Accrued future customer compensation		73,959		94,061
Accrued contingencies		12,686		—
Other current liabilities		38,520		18,593

Total accrued expenses and other current liabilities	$	281,156	$	256,134

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 year ended December 31, 2021, $55.9 million of accrued customer credits were redeemed and we recognized $3.3

million

of revenue from breakage. During the year ended December 31, 2020, $7.4 million of accrued customer credits were redeemed and we recognized $0.8 million of revenue from breakage.

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, revenue volumes for future events, 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 Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. During the years ended December 31, 2021, 2020, and 2019, we recognized an increase in revenue of $5.1 million, a decrease in revenue of $15.3 million, and an increase in revenue of $0.4 million, respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods.

Accrued contingencies includes the current portion of cash earnouts of $3.9 million that we may be obligated to pay if Betcha meets certain earnings objectives following the acquisition. In addition, it includes the current portion of future milestone payments of $8.8 million upon the achievement of certain integration objectives.

Accrued marketing expense and other current liabilities increased during the year ended December 31, 2021 due primarily to the increased volume of sales transactions occurring on our platform. Accrued taxes decreased as we have h

istorically accrued sales tax expense in jurisdictions where we expected to remit sales tax payments but were not yet collecting from ticket buyers. During the second half of 2

021, we began collecting sales tax from customers. The majority of the tax accrual represents the exposure for sales tax prior to the date we began collecting sales tax from customers reduced by abatements received. Refer to Note 15, Commitments and Contingencies, for further discussion of the accrued tax expense.