0000950170-22-015752 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2022	Jul. 31, 2022
Document Information [Line Items]
Document Type	10-Q
Entity Registrant Name	Vivid Seats Inc.
Entity Central Index Key	0001856031
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	true
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity File Number	001-40926
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3355184
Entity Address, Address Line One	111 N. Canal Street
Entity Address, Address Line Two	Suite 800
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	291-9966
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Current Reporting Status	No
Entity Ex Transition Period	false
Class A Common Stock
Document Information [Line Items]
Trading Symbol	SEAT
Entity Common Stock, Shares Outstanding		82,041,142
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		118,200,000
Warrants
Document Information [Line Items]
Trading Symbol	SEATW
Title of 12(b) Security	Warrants to purchase one share of Class A common stock
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 287,811	$ 489,530
Restricted Cash	219	280
Accounts receivable - net	44,373	36,124
Inventory - net	21,202	11,773
Prepaid expenses and other current assets	59,306	72,504
Total current assets	412,911	610,211
Property and equipment - net	3,293	1,082
Right-of-use assets - net	8,806	0
Intangible assets - net	80,067	78,511
Goodwill	715,258	718,204
Other Assets	2,717	787
Total Assets	1,223,052	1,408,795
Current liabilities:
Accounts payable	191,454	191,201
Accrued expenses and other current liabilities	246,157	281,156
Deferred revenue	32,657	25,139
Current maturities of long-term debt - net	2,750	0
Total current liabilities	473,018	497,496
Long-term debt - net	265,902	460,132
Long-term lease liabilities	9,386	0
Other liabilities	17,414	25,834
Total long-term liabilities	292,702	485,966
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests	882,954	1,286,016
Shareholders' deficit
Additional paid-in capital	606,238	182,091
Accumulated deficit	(1,031,880)	(1,042,794)
Total stockholder's equity	(425,622)	(860,683)
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit	1,223,052	1,408,795
Class A Common Stock
Shareholders' deficit
Common Stock	8	8
Class B Common Stock
Shareholders' deficit
Common Stock	$ 12	$ 12

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	79,241,032	79,091,871
Common stock, shares outstanding	79,241,032	79,091,871
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	118,200,000	118,200,000
Common stock, shares outstanding	118,200,000	118,200,000

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

3 Months Ended

6 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Jun. 30, 2021

Revenues

$ 147,694

$ 115,498

$ 278,466

$ 139,612

Costs and expenses:

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

32,422

19,986

64,586

23,911

Marketing and selling

59,412

46,422

113,640

54,377

General and administrative

36,207

29,106

65,482

44,977

Depreciation and amortization

1,726

500

3,111

795

Income from operations

17,927

19,484

31,647

15,552

Other (income) expense:

Interest expense – net

2,699

16,839

6,641

33,158

Loss on extinguishment of debt

4,285

Other income

(8,832)

(6,553)

Income (loss) before income taxes

24,060

2,645

27,274

(17,606)

Income tax expense

(0)

Net income (loss)

24,060

2,645

27,198

(17,606)

Net income attributable to redeemable noncontrolling interests

14,405

16,284

Net income attributable to Class A Common Stockholders

$ 9,655

$ 10,914

Income per Class A Common Stock

Basic

^[1]

$ 0.12

$ 0.14

Diluted

^[1]

$ 0.12

$ 0.14

Weighted average Class A Common Stock outstanding

Basic

^[1]

79,256,354

79,204,430

Diluted

^[1]

79,259,017

79,737,582

Hoya Intermediate, LLC

Other (income) expense:

Net income (loss) attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization

$ 0

$ 2,645

$ 0

$ (17,606)

[1]	There were no shares of Class A Common Stock outstanding prior to October 18, 2021. Therefore, no income (loss) per share information has been presented for any period prior to that date.

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Oct. 18, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Common Stock, Value, Issued	$ 0
Net income (loss)	$ 0	$ 24,060	$ 2,645	$ 27,198	$ (17,606)

- Definition

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

+ References

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+ Details

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 24,060	$ 2,645	$ 27,198	$ (17,606)
Other comprehensive income (loss):
Unrealized gain on derivative instruments	0	270	0	513
Comprehensive income (loss), net of taxes	24,060	2,915	27,198	(17,093)
Comprehensive income (loss) attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization	0	2,915	0	(17,093)
Comprehensive income attributable to redeemable noncontrolling interests	14,405	0	16,284	0
Comprehensive income attributable to Class A Common Stockholders	$ 9,655	$ 0	$ 10,914	$ 0

- 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.

+ References

+ Details

Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Vivid Seats Inc	Senior Preferred Units	Preferred Units	Class A Common Stock	Class B Common Stock	Common Units	Common Units Class A Common Stock	Common Units Class B Common Stock	Additional Paid-in Capital	Noncontrolling Interest	Accumulated Deficit	Accumulated Other Comprehensive Loss
Temporary equity, Balances, shares at Dec. 31, 2020			100	100
Temporary equity, Balances at Dec. 31, 2020			$ 218,288	$ 9,939
Balances, shares at Dec. 31, 2020							100
Balances at Dec. 31, 2020	$ (271,781)						$ 0			$ 755,716		$ (1,026,675)	$ (822)
Net income (loss)		$ (20,251)										(20,251)
Unrealized gain on derivative instruments	243												243
Deemed contribution from former parent	1,091									1,091
Accretion of senior preferred units	(6,822)		$ (6,822)							(6,822)
Temporary equity, Balances, shares at Mar. 31, 2021			100	100
Temporary equity, Balances at Mar. 31, 2021			$ 225,110	$ 9,939
Balances, shares at Mar. 31, 2021							100
Balances at Mar. 31, 2021	(297,520)						$ 0			749,985		(1,046,926)	(579)
Temporary equity, Balances, shares at Dec. 31, 2020			100	100
Temporary equity, Balances at Dec. 31, 2020			$ 218,288	$ 9,939
Balances, shares at Dec. 31, 2020							100
Balances at Dec. 31, 2020	(271,781)						$ 0			755,716		(1,026,675)	(822)
Net income (loss)	(17,606)
Temporary equity, Balances, shares at Jun. 30, 2021			100	100
Temporary equity, Balances at Jun. 30, 2021			$ 231,931	$ 9,939
Balances, shares at Jun. 30, 2021							100
Balances at Jun. 30, 2021	(300,243)						$ 0			744,347		(1,044,281)	(309)
Temporary equity, Balances, shares at Mar. 31, 2021			100	100
Temporary equity, Balances at Mar. 31, 2021			$ 225,110	$ 9,939
Balances, shares at Mar. 31, 2021							100
Balances at Mar. 31, 2021	(297,520)						$ 0			749,985		(1,046,926)	(579)
Net income (loss)	2,645	2,645										2,645
Unrealized gain on derivative instruments	270												270
Deemed contribution from former parent	1,183									1,183
Accretion of senior preferred units	(6,821)		$ (6,821)							(6,821)
Temporary equity, Balances, shares at Jun. 30, 2021			100	100
Temporary equity, Balances at Jun. 30, 2021			$ 231,931	$ 9,939
Balances, shares at Jun. 30, 2021							100
Balances at Jun. 30, 2021	(300,243)						$ 0			744,347		(1,044,281)	$ (309)
Temporary equity, Balances at Dec. 31, 2021											$ 1,286,016
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)
Net income (loss)		1,259									1,879	1,259
Deemed contribution from former parent	463									463	691
Subsequent remeasurement of Redeemable noncontrolling interests	(18,706)									(18,706)	18,706
Equity-based compensation	2,443									2,443
Issuance of shares					75,072
Temporary equity, Balances at Mar. 31, 2022											1,307,292
Balances, shares at Mar. 31, 2022								79,166,943	118,200,000
Balances at Mar. 31, 2022	(875,224)							$ 8	$ 12	166,291		(1,041,535)
Temporary equity, Balances at Dec. 31, 2021											1,286,016
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)
Net income (loss)	27,198
Temporary equity, Balances at Jun. 30, 2022											882,954
Balances, shares at Jun. 30, 2022					79,241,032	118,200,000		79,241,032	118,200,000
Balances at Jun. 30, 2022	(425,622)							$ 8	$ 12	606,238		(1,031,880)
Temporary equity, Balances at Mar. 31, 2022											1,307,292
Balances, shares at Mar. 31, 2022								79,166,943	118,200,000
Balances at Mar. 31, 2022	(875,224)							$ 8	$ 12	166,291		(1,041,535)
Net income (loss)	24,060	$ 9,655									14,405	9,655
Deemed contribution from former parent	468									468	699
Subsequent remeasurement of Redeemable noncontrolling interests	439,442									439,442	(439,442)
Equity-based compensation	4,145									4,145
Issuance of shares					74,089
Distributions to non-controlling interest	(4,108)									(4,108)
Temporary equity, Balances at Jun. 30, 2022											$ 882,954
Balances, shares at Jun. 30, 2022					79,241,032	118,200,000		79,241,032	118,200,000
Balances at Jun. 30, 2022	$ (425,622)							$ 8	$ 12	$ 606,238		$ (1,031,880)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net income (loss)	$ 27,198	$ (17,606)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	3,111	795
Amortization of deferred financing costs and interest rate cap	575	2,680
Equity-based compensation expense	8,909	2,274
Loss on extinguishment of debt	4,285	0
Change in fair value of warrants	(6,553)	0
Interest expense paid-in-kind	0	16,164
Amortization of leases	1,177	0
Change in assets and liabilities:
Accounts receivable	(8,171)	(16,943)
Inventory	(9,429)	(14,250)
Prepaid expenses and other current assets	13,412	(38,154)
Accounts payable	(638)	174,978
Accrued expenses and other current liabilities	(38,014)	62,070
Deferred revenue	7,518	10,661
Other assets and liabilities	(1,974)	327
Net cash provided by operating activities	1,406	182,996
Cash flows from investing activities
Purchases of property and equipment	(1,392)	(250)
Purchases of personal seat licenses	(137)	(76)
Investments in developed technology	(5,394)	(3,886)
Cash adjustment in acquisition	(8)	0
Net cash used in investing activities	(6,931)	(4,212)
Cash flows from financing activities
Payments of deferred financing costs and other debt-related costs	(4,856)	0
Payments of February 2022 First Lien Loan	(687)	0
Net cash used in financing activities	(196,255)	(3,206)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(201,780)	175,578
Cash, cash equivalents, and restricted cash - beginning of period	489,810	285,337
Cash, cash equivalents, and restricted cash - end of period	288,030	460,915
Supplemental disclosure of cash flow information:
Cash paid for interest	6,285	14,033
Right-of-use assets obtained in exchange for lease obligations	3,406	0
June 2017 First Lien Loan
Cash flows from financing activities
Payments of June 2017 First Lien Loan	(465,712)	(3,206)
February 2022 First Lien Loan
Cash flows from financing activities
Proceeds from February 2022 First Lien Loan	275,000	0
May 2020 First Lien Loan
Supplemental disclosure of cash flow information:
Paid-in-kind interest added to May 2020 First Lien Loan principal	$ 0	$ 19,510

Background and Basis of Presentation	6 Months Ended
Background and Basis of Presentation	Jun. 30, 2022
Vivid Seats Inc
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Background and Basis of Presentation	1. Background and Basis of Presentation Vivid Seats Inc. and its subsidiaries including Hoya Intermediate, LLC, Hoya Midco, 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. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for comprehensive annual financial statements. Our condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 which was filed with the SEC on March 15, 2022. Our condensed consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. COVID-19 Update The COVID-19 pandemic continues to have an impact on our business and results of operations. Beginning in the second quarter of 2021, and continuing through the second quarter of 2022, we have seen a recovery in ticket orders as mitigation measures ease. While we have experienced recovery from the COVID-19 pandemic, given the emergence of new variants and continued infectious cases, significant uncertainty remains. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our condensed consolidated financial statements. If economic conditions caused by the pandemic worsen, our financial condition, cash flows, and results of operations may be further materially impacted.

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. New Accounting Standards

Recently adopted accounting standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease) in the balance sheet. Lease liabilities are equal to the present value of lease payments, while right-of-use assets are based on the associated lease liabilities, subject to certain adjustments, such as for initial direct costs. We elected the extended transition period available to emerging growth companies and adopted Accounting Standards Codification ("ASC") 842 effective January 1, 2022 on a modified retrospective basis by applying the new standard to all leases existing at the date of initial application. We elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard ("ASC 840"), as well as elected other options, which allow us to use our previous evaluations regarding if an arrangement contains a lease, if a lease is an operating or financing lease, and what costs are capitalized as initial direct costs prior to adoption. We also elected to combine lease and non-lease components.

Upon the adoption of the new lease standard, on January 1, 2022, we recognized right-of-use assets of $6.6 million and lease liabilities of $8.1 million (including a current liability of $3.0 million) in the Condensed Consolidated Balance Sheets and reclassified certain balances related to existing leases. The right-of-use assets balance as of January 1, 2022 is adjusted for $1.5 million of lease termination liabilities and deferred rent liabilities recognized under the previous lease standard. There was no impact to Accumulated deficit on the Condensed Consolidated Balance Sheets at adoption. Refer to Note 6, Leases, for more information on leases.

Accounting standards issued but not yet adopted

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 are currently evaluating the effect of adoption of the standard on our condensed consolidated financial statements and related disclosures.

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 GAAP 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. The adoption of this standard will not have a material impact on our condensed consolidated financial statements.

Revenue Recognition

6 Months Ended

Jun. 30, 2022

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Revenue Recognition

4. Revenue Recognition

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.

Marketplace revenues consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Marketplace revenues:
Owned Properties	$	98,564	$	84,535	$	182,230	$	102,731
Private Label		31,350		20,113		58,200		23,910
Total Marketplace revenues	$	129,914	$	104,648	$	240,430	$	126,641

Marketplace revenues consisted of the following event categories (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Marketplace revenues:
Concerts	$	65,816	$	49,843	$	124,489	$	56,857
Sports		51,285		48,005		90,200		62,143
Theater		11,856		6,515		24,471		7,298
Other		957		285		1,270		343
Total Marketplace revenues	$	129,914	$	104,648	$	240,430	$	126,641

Within the Resale segment, we sell tickets we hold in inventory on resale ticket marketplaces. Resale revenues were $17.8 million and $38.0 million during the three and six months ended June 30, 2022, respectively, and $10.9 million and $13.0 million during the three and six months ended June 30, 2021, respectively.

At June 30, 2022, Deferred revenue in the Condensed Consolidated Balance Sheets was $32.7 million, which primarily relates to Vivid Seats Rewards, our loyalty program.

At December 31, 2021, $25.1 million was recorded as deferred revenue, of which $2.0 million and $6.0 million was recognized as revenue during the three and six months ended June 30, 2022, respectively. At December 31, 2020, $6.0 million was recorded as deferred revenue, of which $3.2 million and $3.8 million was recognized as revenue during the three and six months ended June 30, 2021, respectively.

- 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
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+ Details

Segment Reporting

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Segment Reporting

5. Segment Reporting

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 are then sold 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 tables represent our segment information (in thousands):


	Three Months Ended June 30, 2022							Six Months Ended June 30, 2022
	Marketplace		Resale		Consolidated			Marketplace		Resale		Consolidated
Revenues	$	129,914	$	17,780	$	147,694		$	240,430	$	38,036	$	278,466
Cost of revenues (exclusive of depreciation and amortization shown separately below)		18,553		13,869		32,422			34,962		29,624		64,586
Marketing and selling		59,412		—		59,412			113,640		—		113,640
Contribution margin	$	51,949	$	3,911		55,860		$	91,828	$	8,412		100,240
General and administrative						36,207							65,482
Depreciation and amortization						1,726							3,111
Income from operations						17,927							31,647
Interest expense – net						2,699							6,641
Loss on extinguishment of debt						—							4,285
Other income						(8,832	)						(6,553	)
Income before income taxes					$	24,060						$	27,274


	Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
	Marketplace		Resale		Consolidated		Marketplace		Resale		Consolidated
Revenues	$	104,648	$	10,850	$	115,498	$	126,641	$	12,971	$	139,612
Cost of revenues (exclusive of depreciation and amortization shown separately below)		13,707		6,279		19,986		16,407		7,504		23,911
Marketing and selling		46,422		—		46,422		54,377		—		54,377
Contribution margin	$	44,519	$	4,571		49,090	$	55,857	$	5,467		61,324
General and administrative						29,106						44,977
Depreciation and amortization						500						795
Income from operations						19,484						15,552
Interest expense – net						16,839						33,158
Income (Loss) before income taxes					$	2,645					$	(17,606	)

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
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+ Details

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2022

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

Goodwill and Intangible Assets

Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $15.4 million and $13.8 million at June 30, 2022 and December 31, 2021, respectively. At June 30, 2022 and December 31, 2021, accumulated amortization related to our developed technology was $5.5 million and $2.5 million, respectively.

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, 2022	$	13,845		$	64,666	$	718,204
Betcha acquisition adjustment		(890	)		—		(2,946	)
Capitalized development costs		5,394			—		—
Amortization		(2,948	)		—		—
Balance at June 30, 2022	$	15,401		$	64,666	$	715,258


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2021	$	2,358		$	64,666	$	683,327
Capitalized development costs		3,886			—		—
Amortization		(789	)		—		—
Balance at June 30, 2021	$	5,455		$	64,666	$	683,327

We had recorded $563.2 million of cumulative impairment charges related to our intangible assets and goodwill as of June 30, 2022 and December 31, 2021.

Amortization expense on our definite-lived intangible assets was $1.6 million and $2.9 million for the three and six months ended June 30, 2022, respectively, and $0.5 million and $0.8 million for the three and six months ended June 30, 2021, respectively. Amortization expense is presented in Depreciation and amortization in the Condensed Consolidated Statements of Operations

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

6. Leases

On January 1, 2022, we adopted ASC 842 using a modified retrospective transition approach that allows for a cumulative-effect adjustment in the period of adoption without revising prior period presentation. Therefore, for reporting periods beginning after December 31, 2021, the financial statements are prepared in accordance with the current lease standard (ASC 842) and we elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard (ASC 840). We elected the practical expedient package, which permits us to not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, and any initial direct costs for any existing leases as of the effective date.

We determine if an arrangement is a lease at inception of a contract. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. As of June 30, 2022, the weighted average discount rate applied to the lease liabilities is approximately 7%. Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets and rent expense for these short-term leases is recognized in General and administrative expenses in the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term. Short-term lease costs were not material to our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022.

We entered into all of our lease contracts as a lessee. We are not acting as a lessor under any of our leasing arrangements. The vast majority of our lease contracts are real estate leases for office space. All of our leases are classified as operating. At June 30, 2022, we had $8.8 million of ROU assets in Right-of-use assets — net, and the corresponding operating lease liabilities of $2.1 million recorded in Accrued expenses and other current liabilities and $9.4 million recorded in Long-term lease liabilities in the Condensed Consolidated Balance Sheets.

Most leases have one or more options to renew, with renewal terms that can initially extend the lease term for various periods up to five years. The exercise of renewal options is at our discretion and are included if they are reasonably certain to be exercised. As of June 30, 2022, the weighted average remaining minimum lease term is approximately eight years. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded under General and administrative expenses in the Condensed Consolidated Statements of Operations. We elected not to separate lease and non-lease components. Our leases do not contain any material residual value guarantees or restrictive covenants.

In December 2021, we entered into a lease agreement for our new corporate headquarters in Chicago, Illinois. The lease commenced in the first quarter of 2022, when we obtained control of the premises, and runs through December 31, 2033 with a 5-year renewal option. The aggregate lease payments for the initial term are approximately $16.2 million with no rent due until March 2024.

The lease agreement provides for a tenant improvement allowance from the landlord in an amount equal to $6.5 million towards the design and construction on the leased premises. As of June 30, 2022, we incurred leasehold improvement costs of $1.0 million related to the tenant improvement allowance. This amount is recorded in Property and equipment - net in the Condensed Consolidated Balance Sheets. On the commencement date, we recognized the ROU asset and corresponding lease liability of $3.4 million in Right-of-use assets — net and Long-term lease liabilities, respectively, in the Condensed Consolidated Balance Sheets.

Operating and variable lease expenses for the three and six months ended June 30, 2022 were $1.2 million and $1.9 million, respectively.

Cash payments for operating lease liabilities during the three and six months ended June 30, 2022, which are included within the operating activities section in the Condensed Consolidated Statements of Cash Flows, were $0.7 million and $1.4 million, respectively.

Future lease payments at June 30, 2022 are as follows (in thousands):


	Operating Leases
Remainder of 2022	$	2,054
2023		914
2024		2,038
2025		2,458
2026		2,477
2027		2,436
Thereafter		12,300
Total remaining lease payments		24,677
Less: Imputed interest		7,645
Less: expected tenant improvement allowance		6,472
Present value of lease liabilities	$	10,560

Future lease payments at December 31, 2021 under ASC 840 were as follows (in thousands):


	Operating Leases
2022	$	3,437
2023	905
2024		2,038
2025		2,458
2026		2,477
Thereafter		14,736
Total remaining lease payments	$	26,051

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

8. Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):


	June 30,		December 31,
	2022		2021
Recovery of future customer compensation	$	49,517	$	58,319
Insurance recovery asset		515		480
Prepaid expenses		8,991		9,573
Other current assets		283		4,132
Total prepaid expenses and other current assets	$	59,306	$	72,504

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 $8.8 million due to a reduction in the estimated rate of future cancellations as of June 30, 2022. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Other current assets decreased $3.8 million primarily due to the reduction of the prepaid deposit associated with a corporate credit card.

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	June 30,		December 31,
	2022		2021
Accrued marketing expense	$	23,929	$	27,304
Accrued taxes		6,729		9,332
Accrued customer credits		109,987		119,355
Accrued future customer compensation		62,280		73,959
Accrued contingencies		9,470		12,686
Other current liabilities		33,762		38,520
Total accrued expenses and other current liabilities	$	246,157	$	281,156

Accrued taxes decreased due to a change in our process for collecting and remitting sales tax. We have historically incurred sales tax expense in jurisdictions where we expected to remit sales tax payments but were not yet collecting from customers. During the second half of 2021, we began collecting sales tax from customers in all required states. The majority of accrued taxes as of June 30, 2022, represents the exposure for sales tax prior to the date we began collecting sales tax from customers reduced by abatements received, inclusive of any penalties and interest assessed by the jurisdictions. Discussions with jurisdictions regarding our liability for uncollected sales taxes continued into the quarter ended June 30, 2022.

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, or breakage, which is recognized in proportion to the pattern of redemption for the customer credits. During the three and six months ended June 30, 2022, $7.5 million and $17.3 million, respectively, of accrued customer credits were redeemed and we recognized $2.6 million and $3.2 million, respectively, of revenue from breakage. During the three and six months ended June 30, 2021, $21.1 million and $26.3 million of accrued customer credits were redeemed and we recognized $2.1 million and $2.8 million, respectively, 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 in the Condensed Consolidated Statements of Operations. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. During the three and six months ended June 30, 2022, we recognized a net increase in revenue of $5.2 million and $3.4 million, respectively, and during the three and six months ended June 30, 2021, we recognized a net increase in revenue of $4.4 million and $4.2 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.

Per the Hoya Intermediate LLC agreement, Hoya Intermediate is required to make a tax distribution to a non-controlling interest of $4.0 million as of June 30, 2022. The tax distribution amount is unpaid as of June 30, 2022 and recorded in Other current liabilities.

Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt

10. Debt

Our outstanding debt is comprised of the following (in thousands):


	June 30,			December 31,
	2022			2021
June 2017 First Lien Loan	$	—		$	465,712
February 2022 First Lien Loan		274,313			—
Total long-term debt, gross		274,313			465,712
Less: unamortized debt issuance costs		(5,661	)		(5,580	)
Total long-term debt, net of issuance costs		268,652			460,132
Less: current portion		(2,750	)		—
Total long-term debt, net	$	265,902		$	460,132

June 2017 Term Loans

On June 30, 2017, we entered into a $575.0 million first lien debt facility, comprised of a $50.0 million 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 the June 2017 Second Lien Loan balance. The underlying credit facility was subsequently retired on May 22, 2020. On October 18, 2021, we made an early principal payment of $148.2 million in connection with, and using the proceeds from, the merger transaction with Horizon Acquisition Corporation ("the Merger Transaction") and private investment in public equity financing (“PIPE Subscription”). On February 3, 2022, we repaid $190.7 million of the outstanding balance of the June 2017 First Lien Loan and refinanced the remaining balance with a new $275.0 million term loan.

The June 2017 First Lien Loan was held by third-party financial institutions and was 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.

February 2022 First Lien Loan

On February 3, 2022, we entered into an amendment which refinanced the remaining June 2017 First Lien Loan with a new $275.0 million term loan (the "February 2022 First Lien Loan") with a maturity date of February 3, 2029. In connection with the February 2022 First Lien Loan, we also entered into a new revolving credit facility (the “Revolving Facility”), which allows for an aggregate principal amount of $100.0 million and has a maturity date of February 3, 2027. At June 30, 2022, we had no outstanding borrowings under our Revolving Facility.

The terms of the February 2022 First Lien Loan specified a secured overnight financing rate (“SOFR”) based floating interest rate and revised the springing financial covenant under the June 2017 Term Loans to require compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels. All obligations under the February 2022 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’s existing and future direct and indirect wholly owned domestic subsidiaries. It requires quarterly amortization payments of $0.7 million. The Revolving Facility does not require periodic payments. All obligations under the February 2022 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 February 2022 First Lien Loan carries an interest rate of SOFR plus 3.25%. The SOFR rate for the February 2022 First Lien Loan is subject to a 0.5% floor. The effective interest rate on the February 2022 First Lien Loan was 4.11% per annum at June 30, 2022.

Our February 2022 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 June 30, 2022, the February 2022 First Lien Loan had a fair value of $263.3 million as compared to the carrying amount of $268.7 million.

We are subject to certain reporting and compliance-related covenants to remain in good standing under the February 2022 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 June 30, 2022, we were in compliance with all of our debt covenants related to the February 2022 First Lien Loan.

Due to the refinancing of the June 2017 First Lien Loan with the February 2022 First Lien Loan, we incurred a loss of $4.3 million for the six months ended June 30, 2022, which is presented in Loss on extinguishment of debt in the Condensed Consolidated Statements of Operations.

May 2020 First Lien Loan

On May 22, 2020, we entered into a $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 related to the June 2017 First Lien Loan in full. On October 18, 2021, in connection with and using the proceeds from the Merger Transaction, we paid off in full the May 2020 First Lien Loan balance.

- 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

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+ Details

Financial Instruments

6 Months Ended

Jun. 30, 2022

Investments, All Other Investments [Abstract]

Financial Instruments

11. Financial Instruments

In Connection with the Merger Transaction, we issued 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 (collectively, "Hoya Intermediate Warrants") to Hoya Topco, LLC ("Hoya Topco"). The Hoya Intermediate Warrants are classified as Other Liabilities in the Condensed Consolidated Balance Sheets. 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 or expires unexercised. As of June 30, 2022, none of the Option Contingent Warrants are available to be exercised 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 Condensed 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 included Option Contingent Warrants of $1.6 million. The estimated fair value of the Option Contingent Warrants is adjusted to reflect 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 Warrants and Option Contingent Warrants:


	June 30,			December 31,
	2022			2021
Estimated volatility		43.0	%		36.0	%
Expected term (years)		9.3			9.8
Risk-free rate		3.0	%		1.5	%
Expected dividend yield		0.0	%		0.0	%

For the three and six months ended June 30, 2022, the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants decreased by $8.8 million and $6.6 million, respectively, which is presented in Other (income) expense on the Condensed Consolidated Statements of Operations.

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.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

Litigation

From time to time, we 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, which we have settled. 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 June 30, 2022 and December 31, 2021, a liability of $0.9 million was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to expected claim submissions and 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 Condensed Consolidated Balance Sheets. As of June 30, 2022 and December 31, 2021, we had accrued a liability of $2.8 million and $1.7 million, respectively, within Accrued expenses and other current liabilities in the Condensed 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 within Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets at June 30, 2022 and December 31, 2021.

Other

In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded states from imposing sales tax collection requirements on retailers without a physical presence in the state. In response, most states have adopted laws that attempt to impose tax collection obligations on out-of-state companies. 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 that some jurisdictions could assess taxes and that 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 $6.4 million and $8.8 million at June 30, 2022 and December 31, 2021, respectively. This liability is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The related sales tax expense was $2.0 million and $2.9 million for the three and six months ended June 30, 2022, respectively and $10.7 million and $13.0 million for the three and six months ended June 30, 2021, respectively. This reflects the change in uncollected amounts owed to jurisdictions during the period, reduced by any abatements received, inclusive of any penalties and interest assessed by the jurisdictions.

Related-Party Transactions

6 Months Ended

Jun. 30, 2022

Related-Party Transactions

13. Related-Party Transactions

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 is currently formed by our executives. We do not have a controlling financial interest in Vivid Cheers, and accordingly, do not consolidate Vivid Cheers’ statement of activities with our financial results. We made charitable contributions to Vivid Cheers of less than $0.1 million and $0.6 million for the three and six months ended June 30, 2022, respectively, and $0.4 million and $1.0 million for the three and six months ended June 30, 2021, respectively. We had no accrued charitable contributions payable as of June 30, 2022 and had $1.3 million of accrued charitable contributions payable as of December 31, 2021.

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

We recorded a valuation allowance against our net deferred tax asset as of December 31, 2021 and March 31,2022. We expect to continue maintaining a full valuation allowance on our net deferred tax asset until there is sufficient positive evidence to support the reversal of all or some portion of this allowance. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion or the entirety of the valuation allowance will no longer be necessary to be recorded against our net deferred tax asset. Release of the valuation allowance would result in the recognition of previously unrecognized deferred tax assets and an income tax benefit in the period in which the release of the valuation allowance is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of positive evidence becoming available.

For the three and six months ended June 30, 2022, we recorded zero and $0.1 million income tax expense in continuing operations, respectively. The June 30, 2022 income tax provision was primarily a result of state taxes.

Prior to the Merger Transaction in the fourth quarter of 2021, we were structured as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the taxable income and losses were passed through to and included in the taxable income of its members. Accordingly, amounts related to income taxes were zero prior to the Merger Transaction, and we did not incur material amounts of income tax expense or have material income tax liability or deferred tax balances in 2021.

- 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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+ Details

Equity Based Compensation

6 Months Ended

Jun. 30, 2022

Share-based Payment Arrangement [Abstract]

Equity-Based Compensation

15. Equity Based Compensation

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.

Restricted Stock Units ("RSUs")

On March 11, 2022, we granted 1.4 million RSUs to certain employees at a weighted average grant date fair value of $10.26 per share. RSUs granted to employees vest over three years, with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date.

On May 12, 2022, we granted 0.1 million RSUs to certain employees at a weighted average grant date fair value of $7.71 per share. RSUs granted to employees vest over three years, with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date.

On June 7, 2022, we granted 0.1 million RSUs to directors at a weighted average grant date fair value of $8.85 per share. RSUs granted to directors fully vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of stockholders following the date of the grant and (ii) the one-year anniversary of the grant date, subject to the directors' continued service on the Board.

We account for forfeitures of outstanding, but unvested grants, in the period they occur. At June 30, 2022, there were approximately 2.8 million total RSUs outstanding, of which 1.4 million RSUs were outstanding at December 31, 2021.

Stock options

On March 11, 2022, we granted 2.6 million stock options at an exercise price of $10.26 to certain employees. The grant date fair value is $3.99 per option. Stock options provide for the purchase of shares of our Class A Common Stock in the future at an exercise price set on the grant date. These stock options vest over three years, with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter. The stock options have a contractual term of ten years from the date of the grant, subject to the employee’s continued employment through the applicable vesting date. The fair value of stock options granted is estimated on the grant date using the Black-Scholes model. The following assumptions were used to calculate the fair value of our stock awards on March 11, 2022:


Volatility	37.5	%
Expected term (years)	5.9
Interest rate	2.0	%
Dividend yield	0.0	%

At June 30, 2022, there were approximately 6.7 million total stock options outstanding, of which 4.1 million stock options were granted as of December 31, 2021. No stock options were exercised or forfeited during the three and six months ended June 30, 2022 or during the three months ended December 31, 2021.

Compensation expense

For the three and six months ended June 30, 2022, equity-based compensation expense related to RSUs was $2.4 million and $3.7 million, respectively, compared to zero for the three and six months ended June 30, 2021. Unrecognized compensation expense relating to unvested RSUs as of June 30, 2022, was approximately $30 million.

For the three and six months ended June 30, 2022, equity-based compensation expense related to stock options was $1.8 million and $2.9 million, respectively, compared to zero for the three and six months ended June 30, 2021. Unrecognized compensation expense relating to unvested stock options as of June 30, 2022, was approximately $22 million.

For the three and six months ended June 30, 2022, equity-based compensation expense related to profit interests was $1.2 million and $2.3 million, respectively, compared to $1.2 million and $2.3 million for the three and six months ended June 30, 2021.

Earnings Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share

16. 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 income (loss) per share. As such, basic and diluted income (loss) per share of Class B common stock has not been presented. The following tables set forth the computation of basic and diluted net income per share of Class A Common Stock for the periods where we had Class A and Class B common stock outstanding (in thousands, except share and per share data):


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Numerator—basic:
Net income	$	24,060	$	27,198
Less: Income attributable to redeemable noncontrolling interests		14,405		16,284
Net income attributable to Class A Common Stockholders—basic		9,655		10,914
Denominator—basic:
Weighted average Class A common stock outstanding—basic		79,256,354		79,204,430
Net income per Class A common stock—basic	$	0.12	$	0.14

Numerator—diluted:
Net income attributable to Class A Common Stockholders—basic	$	9,655	$	10,914
Net income effect of dilutive securities:
Effect of Exercise Warrants		—		43
Effect of RSUs		—		1
Net income attributable to Class A Common Stockholders—diluted		9,655		10,958
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		79,256,354		79,204,430
Weighted average effect of dilutive securities:
Effect of Exercise Warrants		—		517,812
Effect of RSUs		2,663		15,340
Weighted average Class A common stock outstanding—diluted		79,259,017		79,737,582
Net income per Class A common stock—diluted	$	0.12	$	0.14

Potential shares of common stock are excluded from the computation of diluted net income 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 tables present potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented that could potentially dilute earnings per share in the future:


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
RSUs		2,838,717		1,418,091
Stock options		6,660,995		6,660,995
Class A Warrants		13,286,644		13,286,644
Exercise Warrants		34,000,000		17,000,000
Hoya Intermediate Warrants		6,000,000		6,000,000
Noncontrolling Interest		118,200,000		118,200,000

On June 30, 2022, we received 11,365,913 validly tendered public warrants in exchange for 2,727,785 shares of Class A Common Stock. In accordance with the contingently issuable share guidance in ASC 260, the Class A Common shares were considered issued for earnings per share purposes, and the public warrants were considered tendered when all contingencies were resolved as of that date.

We analyzed the calculation of income (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 condensed consolidated financial statements. Therefore, income (loss) per share information has not been presented for periods prior to the Merger Transaction.

Subsequent events

6 Months Ended

Jun. 30, 2022

Subsequent Event [Line Items]

Subsequent events

17. Subsequent events

On July 5, 2022, we closed on our offer to the holders of our outstanding public warrants to receive 0.240 shares of Class A Common Stock in exchange for each outstanding public warrant tendered by the holder ("Offer"). At closing, we issued 2,727,785 shares of Class A Common Stock in exchange for 11,365,913 public warrants tendered in the Offer.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

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

COVID-19 Update

The COVID-19 pandemic continues to have an impact on our business and results of operations. Beginning in the second quarter of 2021, and continuing through the second quarter of 2022, we have seen a recovery in ticket orders as mitigation measures ease.

While we have experienced recovery from the COVID-19 pandemic, given the emergence of new variants and continued infectious cases, significant uncertainty remains. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our condensed consolidated financial statements. If economic conditions caused by the pandemic worsen, our financial condition, cash flows, and results of operations may be further materially impacted.

Business Acquisition (Tables)

6 Months Ended

Jun. 30, 2022

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	$	48
Restricted cash		245
Accounts receivable		78
Prepaid expenses and other current assets		60
Intangible assets		4,430
Goodwill		31,931
Accounts payable		(1,180	)
Accrued expenses and other current liabilities		(677	)
Net assets acquired	$	34,935

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		9,470
Fair value of earnouts		3,400
Total purchase consideration	$	34,935

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2022

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Schedule of Market Place Revenues

Marketplace revenues consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Marketplace revenues:
Owned Properties	$	98,564	$	84,535	$	182,230	$	102,731
Private Label		31,350		20,113		58,200		23,910
Total Marketplace revenues	$	129,914	$	104,648	$	240,430	$	126,641

Marketplace revenues consisted of the following event categories (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Marketplace revenues:
Concerts	$	65,816	$	49,843	$	124,489	$	56,857
Sports		51,285		48,005		90,200		62,143
Theater		11,856		6,515		24,471		7,298
Other		957		285		1,270		343
Total Marketplace revenues	$	129,914	$	104,648	$	240,430	$	126,641

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Schedule of Segment Information

The following tables represent our segment information (in thousands):


	Three Months Ended June 30, 2022							Six Months Ended June 30, 2022
	Marketplace		Resale		Consolidated			Marketplace		Resale		Consolidated
Revenues	$	129,914	$	17,780	$	147,694		$	240,430	$	38,036	$	278,466
Cost of revenues (exclusive of depreciation and amortization shown separately below)		18,553		13,869		32,422			34,962		29,624		64,586
Marketing and selling		59,412		—		59,412			113,640		—		113,640
Contribution margin	$	51,949	$	3,911		55,860		$	91,828	$	8,412		100,240
General and administrative						36,207							65,482
Depreciation and amortization						1,726							3,111
Income from operations						17,927							31,647
Interest expense – net						2,699							6,641
Loss on extinguishment of debt						—							4,285
Other income						(8,832	)						(6,553	)
Income before income taxes					$	24,060						$	27,274


	Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
	Marketplace		Resale		Consolidated		Marketplace		Resale		Consolidated
Revenues	$	104,648	$	10,850	$	115,498	$	126,641	$	12,971	$	139,612
Cost of revenues (exclusive of depreciation and amortization shown separately below)		13,707		6,279		19,986		16,407		7,504		23,911
Marketing and selling		46,422		—		46,422		54,377		—		54,377
Contribution margin	$	44,519	$	4,571		49,090	$	55,857	$	5,467		61,324
General and administrative						29,106						44,977
Depreciation and amortization						500						795
Income from operations						19,484						15,552
Interest expense – net						16,839						33,158
Income (Loss) before income taxes					$	2,645					$	(17,606	)

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

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, 2022	$	13,845		$	64,666	$	718,204
Betcha acquisition adjustment		(890	)		—		(2,946	)
Capitalized development costs		5,394			—		—
Amortization		(2,948	)		—		—
Balance at June 30, 2022	$	15,401		$	64,666	$	715,258


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2021	$	2,358		$	64,666	$	683,327
Capitalized development costs		3,886			—		—
Amortization		(789	)		—		—
Balance at June 30, 2021	$	5,455		$	64,666	$	683,327

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Summary of Future lease payments

Future lease payments at June 30, 2022 are as follows (in thousands):


	Operating Leases
Remainder of 2022	$	2,054
2023		914
2024		2,038
2025		2,458
2026		2,477
2027		2,436
Thereafter		12,300
Total remaining lease payments		24,677
Less: Imputed interest		7,645
Less: expected tenant improvement allowance		6,472
Present value of lease liabilities	$	10,560

Future lease payments at December 31, 2021 under ASC 840 were as follows (in thousands):


	Operating Leases
2022	$	3,437
2023	905
2024		2,038
2025		2,458
2026		2,477
Thereafter		14,736
Total remaining lease payments	$	26,051

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	June 30,		December 31,
	2022		2021
Recovery of future customer compensation	$	49,517	$	58,319
Insurance recovery asset		515		480
Prepaid expenses		8,991		9,573
Other current assets		283		4,132
Total prepaid expenses and other current assets	$	59,306	$	72,504

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	June 30,		December 31,
	2022		2021
Accrued marketing expense	$	23,929	$	27,304
Accrued taxes		6,729		9,332
Accrued customer credits		109,987		119,355
Accrued future customer compensation		62,280		73,959
Accrued contingencies		9,470		12,686
Other current liabilities		33,762		38,520
Total accrued expenses and other current liabilities	$	246,157	$	281,156

Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Summary of Outstanding debt

Our outstanding debt is comprised of the following (in thousands):


	June 30,			December 31,
	2022			2021
June 2017 First Lien Loan	$	—		$	465,712
February 2022 First Lien Loan		274,313			—
Total long-term debt, gross		274,313			465,712
Less: unamortized debt issuance costs		(5,661	)		(5,580	)
Total long-term debt, net of issuance costs		268,652			460,132
Less: current portion		(2,750	)		—
Total long-term debt, net	$	265,902		$	460,132

Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2022

Investments, All Other Investments [Abstract]

Summary of Fair Value of Option Contingent Warrants

The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants:


	June 30,			December 31,
	2022			2021
Estimated volatility		43.0	%		36.0	%
Expected term (years)		9.3			9.8
Risk-free rate		3.0	%		1.5	%
Expected dividend yield		0.0	%		0.0	%

Equity Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-based Payment Arrangement [Abstract]

Fair Value Assumptions for Stock Option at the Date of Grant


Volatility	37.5	%
Expected term (years)	5.9
Interest rate	2.0	%
Dividend yield	0.0	%

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following tables set forth the computation of basic and diluted net income per share of Class A Common Stock for the periods where we had Class A and Class B common stock outstanding (in thousands, except share and per share data):


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Numerator—basic:
Net income	$	24,060	$	27,198
Less: Income attributable to redeemable noncontrolling interests		14,405		16,284
Net income attributable to Class A Common Stockholders—basic		9,655		10,914
Denominator—basic:
Weighted average Class A common stock outstanding—basic		79,256,354		79,204,430
Net income per Class A common stock—basic	$	0.12	$	0.14

Numerator—diluted:
Net income attributable to Class A Common Stockholders—basic	$	9,655	$	10,914
Net income effect of dilutive securities:
Effect of Exercise Warrants		—		43
Effect of RSUs		—		1
Net income attributable to Class A Common Stockholders—diluted		9,655		10,958
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		79,256,354		79,204,430
Weighted average effect of dilutive securities:
Effect of Exercise Warrants		—		517,812
Effect of RSUs		2,663		15,340
Weighted average Class A common stock outstanding—diluted		79,259,017		79,737,582
Net income per Class A common stock—diluted	$	0.12	$	0.14

Summary of Potentially Dilutive Securities


	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
RSUs		2,838,717		1,418,091
Stock options		6,660,995		6,660,995
Class A Warrants		13,286,644		13,286,644
Exercise Warrants		34,000,000		17,000,000
Hoya Intermediate Warrants		6,000,000		6,000,000
Noncontrolling Interest		118,200,000		118,200,000

New Accounting Standards (Additional Information) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jan. 01, 2022
Accounting Policies [Abstract]
Recognized operating lease assets		$ 6,600
Total operating lease liabilities	$ 24,677	8,100
Operating Lease, Liability, Current		3,000
Right of use assets adjusted balance		$ 1,500

Business Acquisition - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions		3 Months Ended	6 Months Ended
	Dec. 13, 2021	Jun. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Cash consideration			$ 4,400
Cash Earnouts		$ 0	0
Fair value of milestone payments		0	0
Goodwill		715,258	715,258	$ 718,204
Betcha
Business Acquisition [Line Items]
Acquisition Date	Dec. 13, 2021
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Cash consideration	$ 759
Cash Earnouts	3,400		4,100
Future Milestone Payments	9,500	300	300
Fair value of milestone payments	9,470
Definite-lived intangible assets		900	900
Goodwill	31,931	$ 2,900	$ 2,900
Betcha \| Class A Common Stock
Business Acquisition [Line Items]
Cash consideration	$ 800
Stock Issued During Period, Shares, Acquisitions	2.1

Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 13, 2021
Business Acquisition [Line Items]
Accounts receivable	$ 44,373	$ 36,124
Prepaid expenses and other current assets	59,306	72,504
Goodwill	715,258	718,204
Accrued expenses and other current liabilities	(33,762)	$ (38,520)
Betcha
Business Acquisition [Line Items]
Cash			$ 48
Restricted cash			245
Accounts receivable			78
Prepaid expenses and other current assets			60
Intangible assets			4,430
Goodwill	$ 2,900		31,931
Accounts payable			(1,180)
Accrued expenses and other current liabilities			(677)
Net assets acquired			$ 34,935

Business Acquisition - Schedule of Purchase Consideration (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Dec. 13, 2021	Jun. 30, 2022	Jun. 30, 2022
Business Acquisition [Line Items]
Cash consideration			$ 4,400
Fair value of milestone payments		$ 0	$ 0
Betcha
Business Acquisition [Line Items]
Fair value of common stock	$ 21,306
Cash consideration	759
Fair value of milestone payments	9,470
Fair value of earnouts	3,400
Business Combination, Consideration Transferred, Total	$ 34,935

Business Acquisition - Schedule of Components of Intangible Assets Acquired (Details) - Betcha $ in Thousands	Dec. 13, 2021 USD ($)
Business Acquisition [Line Items]
Intangible assets	$ 4,430
Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 1,530
Estimated useful life	2 years
Developed Technology Rights [Member]
Business Acquisition [Line Items]
Intangible assets	$ 2,900
Estimated useful life	5 years

Revenue Recognition - Schedule of Market Place Revenues (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Marketplace revenues:
Total Marketplace revenues	$ 129,914	$ 104,648	$ 240,430	$ 126,641
Owned Properties
Marketplace revenues:
Total Marketplace revenues	98,564	84,535	182,230	102,731
Private Label
Marketplace revenues:
Total Marketplace revenues	31,350	20,113	58,200	23,910
Concerts
Marketplace revenues:
Total Marketplace revenues	65,816	49,843	124,489	56,857
Sports
Marketplace revenues:
Total Marketplace revenues	51,285	48,005	90,200	62,143
Theater
Marketplace revenues:
Total Marketplace revenues	11,856	6,515	24,471	7,298
Other
Marketplace revenues:
Total Marketplace revenues	$ 957	$ 285	$ 1,270	$ 343

- 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

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from Related Parties	$ 17,800	$ 10,900	$ 38,000	$ 13,000
Deferred revenue	32,657		32,657		$ 25,139	$ 6,000
Deferred Revenue, Revenue Recognized	$ 2,000	$ 3,200	$ 6,000	$ 3,800

- 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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+ Details

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Segment Reporting Information [Line Items]
Revenues	$ 147,694	$ 115,498	$ 278,466	$ 139,612
Cost of revenues (exclusive of depreciation and amortization shown separately below)	32,422	19,986	64,586	23,911
General and administrative	36,207	29,106	65,482	44,977
Depreciation and amortization	1,726	500	3,111	795
Income from operations	17,927	19,484	31,647	15,552
Interest expense – net	2,699	16,839	6,641	33,158
Loss on extinguishment of debt	0	0	(4,285)	0
Other income	(8,800)		(6,600)
Income (loss) before income taxes	24,060	2,645	27,274	(17,606)
Marketplace
Segment Reporting Information [Line Items]
Revenues	129,914	104,648	240,430	126,641
Cost of revenues (exclusive of depreciation and amortization shown separately below)	18,553	13,707	34,962	16,407
Marketing and selling	59,412	46,422	113,640	54,377
Contribution margin	51,949	44,519	91,828	55,857
Resale
Segment Reporting Information [Line Items]
Revenues	17,780	10,850	38,036	12,971
Cost of revenues (exclusive of depreciation and amortization shown separately below)	13,869	6,279	29,624	7,504
Marketing and selling	0	0	0	0
Contribution margin	3,911	4,571	8,412	5,467
Consolidated
Segment Reporting Information [Line Items]
Revenues	147,694	115,498	278,466	139,612
Cost of revenues (exclusive of depreciation and amortization shown separately below)	32,422	19,986	64,586	23,911
Marketing and selling	59,412	46,422	113,640	54,377
Contribution margin	55,860	49,090	100,240	61,324
General and administrative	36,207	29,106	65,482	44,977
Depreciation and amortization	1,726	500	3,111	795
Income from operations	17,927	19,484	31,647	15,552
Interest expense – net	2,699	16,839	6,641	33,158
Loss on extinguishment of debt	0		4,285
Other income	(8,832)		(6,553)
Income (loss) before income taxes	$ 24,060	$ 2,645	$ 27,274	$ (17,606)

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Goodwill [Line Items]
Amortization of intangible assets	$ 1.6	$ 0.5	$ 2.9	$ 0.8
Impairment			563.2		$ 563.2
Developed Technology
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets	15.4		15.4		13.8
Accumulated amortization	$ 5.5		$ 5.5		$ 2.5

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Goodwill [Member]
Goodwill [Line Items]
Beginning balance	$ 718,204	$ 683,327
Betcha acquisition adjustment	(2,946)
Capitalized development costs	0	0
Amortization	0	0
Ending balance	715,258	683,327
Definite-lived Intangible Assets [Member]
Goodwill [Line Items]
Beginning balance	13,845	2,358
Betcha acquisition adjustment	(890)
Capitalized development costs	5,394	3,886
Amortization	(2,948)	(789)
Ending balance	15,401	5,455
Trademarks [Member]
Goodwill [Line Items]
Beginning balance	64,666	64,666
Betcha acquisition adjustment	0
Capitalized development costs	0	0
Amortization	0	0
Ending balance	$ 64,666	$ 64,666

Leases (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Leases [Abstract]
Weighted average discount rate	7.00%	7.00%
initial term	12 months	12 months
Right-of-use assets - net	$ 8,806	$ 8,806		$ 0
Right-of-use assets obtained in exchange for lease obligations		3,406	$ 0
Operating lease liabilities	$ 2,100	$ 2,100		26,051
Weighted remaining average minimum lease term	8 years	8 years
Accrued expenses and other current liabilities	$ 9,400	$ 9,400
Renewal lease term	5 years	5 years
lease payments	$ 700	$ 1,400		16,200
Lease Rent				0
Tenant Improvement Allowance	6,500	6,500
leasehold improvement costs		1,000
Operating and variable lease expenses	1,200	1,900
Cash payments for operating lease liabilities	$ 700	$ 1,400		$ 16,200

Leases - Future lease payments (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jan. 01, 2022	Dec. 31, 2021
Leases [Abstract]
Remainder Of 2022	$ 2,054
2023	914
2024	2,038
2025	2,458
2026	2,477
2027	2,436
Thereafter	12,300
Total remaining lease payments	24,677	$ 8,100
Less: Imputed interest	7,645
Less: expected tenant improvement allowance	6,472
Present value of lease liabilities	10,560
2022			$ 3,437
2023			905
2024			2,038
2025			2,458
2026			2,477
Thereafter			14,736
Total remaining lease payments	$ 2,100		$ 26,051

Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 715,258	$ 718,204
Property and equipment - net	$ 3,293	$ 1,082

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 49,517	$ 58,319
Insurance recovery asset	515	480
Prepaid expenses	8,991	9,573
Other current assets	283	4,132
Total prepaid expenses and other current assets	$ 59,306	$ 72,504

Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in recovery of future customer compensation	$ 8.8
Decrease in other current assets	$ 3.8

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Accrued marketing expense	$ 23,929	$ 27,304
Accrued taxes	6,729	9,332
Accrued customer credits	109,987	119,355
Accrued future customer compensation	62,280	73,959
Accrued Contingencies	9,470	12,686
Other current liabilities	33,762	38,520
Total accrued expenses and other current liabilities	$ 246,157	$ 281,156

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Customer credits redeemed	$ 7,500	$ 21,100	$ 17,300	$ 26,300
Revenue from breakage	2,600	2,100	3,200	2,800
Increase and decrease in revenue	5,200	$ 4,400	3,400	$ 4,200
Distributions to non-controlling interest	$ (4,108)
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Distributions to non-controlling interest			$ 4,000

Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	$ 274,313	$ 465,712
Less: unamortized debt issuance costs	(5,661)	(5,580)
Total long-term debt, net of issuance costs	268,652	460,132
Less: current portion	(2,750)	0
Total long-term Debt, net	265,902	460,132
June 2017 First Lien Loan
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	0	465,712
February 2022 First Lien Loan
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	$ 274,313	$ 0

- Definition

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

+ References + Details

Debt - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
Debt - Additional Information (Details) - USD ($)	Feb. 03, 2022	Jun. 30, 2017	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Oct. 18, 2021	May 22, 2020	Jul. 02, 2018
Line of Credit Facility [Line Items]
Loss on extinguishment of debt			$ 0	$ 0	$ (4,285,000)	$ 0
Amortization payments					575,000	$ 2,680,000
June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 275,000,000.0	$ 575,000,000.0
Line of Credit Up-sized										$ 115,000,000.0
Repayments of debt	190,700,000
February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 275,000,000.0
Fair value			263,300,000		263,300,000
Loss on extinguishment of debt					4,300,000
Carrying amount			$ 268,700,000		$ 268,700,000
Maturity date					Feb. 03, 2029
Amortization payments					$ 700,000
Effective interest rate			4.11%		4.11%
May 2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit									$ 260,000,000.0
Revolving Credit Facility
Line of Credit Facility [Line Items]
Proceeds from Revolving Facility		50,000,000.0
Revolving Credit Facility \| February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Proceeds from Revolving Facility					$ 100,000,000.0
Loan maturity date			Feb. 03, 2027		Feb. 03, 2027
Outstanding Borrowings					$ 0
Loans Payable [Member] \| June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit		525,000,000.0
Loans Payable [Member] \| June 2017 Second Lien-Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit		$ 185,000,000.0
Merger Transaction
Line of Credit Facility [Line Items]
Loan principal payments								$ 148,200,000
SOFR Rate \| February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Effective interest rate			3.25%		3.25%
Floor Rate			0.50%		0.50%
Recurring \| Level 2 \| June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Fair value							$ 465,100,000
Carrying amount							$ 460,100,000

Financial Instruments - Additional Information (Details) $ / shares in Units, $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares
Schedule Of Available For Sale Securities [Line Items]
Other Expenses \| $	$ 8.8	$ 6.6
Stock value issued for exercise of warrants \| shares	1,000,000	1,000,000
Derivative warrant liability \| $	$ 20.4	$ 20.4
Fair value of option contingent warrants \| $		$ 1.6
Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants \| shares	3,000,000	3,000,000
Warrant exercise price per share	$ 10.00	$ 10.00
Common Stock \| Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants \| shares	3,000,000	3,000,000
Warrant exercise price per share	$ 15.00	$ 15.00
Minimum
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	10.00	10.00
Maximum
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15.00	$ 15.00

Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Estimated volatility	43.00%	36.00%
Expected term (years)	9 years 3 months 18 days	9 years 9 months 18 days
Risk-free rate	3.00%	1.50%
Expected dividend yield	0.00%	0.00%

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Accrued expenses and other current liabilities	$ 9.4		$ 9.4
Termination date			Nov. 01, 2021
Sales Tax Expense	2.0	$ 10.7	$ 2.9	$ 13.0
Prepaid Expenses and Other Current Assets [Member]
Claim settlement pool	4.5		4.5
Insurance recovery assets	0.5		0.5		$ 0.5
Accrued expenses and other current liabilities [Member]
Company recognized a liability for sales tax	6.4		6.4		8.8
Canada
Accrued liabilities	0.9		0.9		0.9
Accrued Liabilities [Member]
Accrued liabilities	$ 2.8		$ 2.8		$ 1.7

Related-Party Transactions - Additional Information (Details) - Vivid Cheers [Member] - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Accrued charitable contributions payable	$ 0.1	$ 0.4	$ 0.6	$ 1.0
Accrued charitable contributions payable					$ 1.3

Income Taxes (Additional Information) (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense in continuing operations	$ 0	$ 100,000

Equity Based Compensation (Additional Information) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions				3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 07, 2022	May 12, 2022	Mar. 11, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Granted								4.1
Stock options outstanding				6.7		6.7
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted in period	0.1	0.1	1.4
Vesting period		3 years
Weighted average grant date fair value	$ 8.85	$ 7.71	$ 10.26
Shares Outstanding				2.8		2.8		1.4
Unrecognized compensation expense						$ 30.0
Equity-based compensation expense				$ 2.4	$ 0.0	$ 3.7	$ 0.0
RSUs \| Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term						10 years
Shares Granted			2.6
Weighted average grant date fair value			$ 3.99
Unrecognized compensation expense						$ 22.0
Equity-based compensation expense				1.8	0.0	2.9	0.0
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Option Exercise Price			$ 10.26
Profit Interests [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense				$ 1.2	$ 1.2	$ 2.3	$ 2.3

Equity Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options	6 Months Ended
	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	37.50%
Expected term (years)	5 years 10 months 24 days
Interest rate	2.00%
Dividend yield	0.00%

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

3 Months Ended

6 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Jun. 30, 2021

Numerator for earnings per share calculation

Net income

$ 24,060

$ 27,198

Less: Income attributable to redeemable noncontrolling interests

14,405

16,284

Net income attributable to Class A Common Stockholders-diluted

9,655

$ 0

10,914

$ 0

Net Income (Loss) Available to Common Stockholders, Basic, Total

$ 24,060

$ 27,198

Denominator for earnings per share calculation

Weighted average Class A common stock outstanding-basic

^[1]

79,256,354

79,204,430

Weighted Average Number of Shares Outstanding, Diluted

^[1]

79,259,017

79,737,582

Basic EPS

Net income attributable to Class A Common Stockholders-basic

$ 24,060

$ 27,198

Effect of Exercise Warrants

$ 0

$ 43

Effect of Exercise Warrants

517,812

Effect of RSUs

Net income per Class A common stock-basic

^[1]

$ 0.12

$ 0.14

Diluted EPS

Net Income (Loss) Available to Common Stockholders, Diluted

$ 9,655

$ 0

$ 10,914

$ 0

Net income per Class A common stock-diluted

^[1]

$ 0.12

$ 0.14

Subsidiaries [Member]

Basic EPS

Effect of RSUs

2,663

15,340

Common Class A [Member]

Numerator for earnings per share calculation

Net income

$ 9,655

$ 10,914

Net income attributable to Class A Common Stockholders-diluted

9,655

10,958

Net Income (Loss) Available to Common Stockholders, Basic, Total

$ 9,655

$ 10,914

Denominator for earnings per share calculation

Weighted average Class A common stock outstanding-basic

79,256,354

79,204,430

Weighted Average Number of Shares Outstanding, Diluted

79,259,017

79,737,582

Basic EPS

Net income attributable to Class A Common Stockholders-basic

$ 9,655

$ 10,914

Net income per Class A common stock-basic

$ 0.12

$ 0.14

Diluted EPS

Net Income (Loss) Available to Common Stockholders, Diluted

$ 9,655

$ 10,958

Net income per Class A common stock-diluted

$ 0.12

$ 0.14

[1]	There were no shares of Class A Common Stock outstanding prior to October 18, 2021. Therefore, no income (loss) per share information has been presented for any period prior to that date.

Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - Subsidiaries - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Noncontrolling Interest
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	118,200,000	118,200,000
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	2,838,717	1,418,091
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	6,660,995	6,660,995
Class A Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	13,286,644	13,286,644
Exercise Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	34,000,000	17,000,000
Hoya Intermediate Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	6,000,000	6,000,000

Earnings Per Share - Additional Information (Details)	6 Months Ended
Earnings Per Share - Additional Information (Details)	Jun. 30, 2022 shares
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Class of Warrant or Right, Outstanding	11,365,913
Common Class A [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Conversion of Stock, Shares Issued	2,727,785

Subsequent events - Additional Information (Details) - $ / shares		6 Months Ended
	Jul. 05, 2022	Jun. 30, 2022
Warrants
Subsequent Event [Line Items]
Outstanding public warrants to receive		$ 10.00
Class of warrants outstanding		11,365,913
Class A Common Stock
Subsequent Event [Line Items]
Common stock shares issued		2,727,785
Subsequent Event \| Warrants
Subsequent Event [Line Items]
Class of warrants outstanding	11,365,913
Subsequent Event \| Class A Common Stock
Subsequent Event [Line Items]
Number of securities called by each public warrant outstanding	0.240
Common stock shares issued	2,727,785