0000950170-23-006371 | 10-K | XBRL Viewer

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

Revenues

600,274

443,038

35,077

Costs and expenses:

140,508

90,617

24,690

Marketing and selling

248,375

181,358

38,121

General and administrative

127,619

92,170

66,199

Depreciation and amortization

7,732

2,322

48,247

Impairment charges

573,838

Change in fair value of contingent consideration

(2,065)

Income (loss) from operations

78,105

76,571

(716,018)

Other (income) expense:

Interest expense – net

12,858

58,179

57,482

Loss on extinguishment of debt

4,285

35,828

685

Other (income) expense

(8,227)

1,389

Income (loss) income before income taxes

69,189

(18,825)

(774,185)

Income tax expense (benefit)

(1,590)

304

Net income (loss)

70,779

(19,129)

(774,185)

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

(12,836)

(774,185)

Net income (loss) attributable to redeemable noncontrolling interests

42,117

(3,010)

Net income (loss) attributable to Class A Common Stockholders

$ 28,662

$ (3,283)

$ 0

Income (loss) per Class A Common Stock(1):

Basic

^[1]

$ 0.36

$ (0.04)

Diluted

^[1]

$ 0.36

$ (0.04)

Weighted average Class A Common Stock outstanding(1):

Basic

^[1]

80,257,247

77,498,775

Diluted

^[1]

198,744,381

77,498,775

[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.

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net income (loss)	$ 28,662		$ (774,185)
Other comprehensive income (loss):
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization		$ 12,836
Hoya Intermediate, LLC
Net income (loss)	70,779	(19,129)	(774,185)
Other comprehensive income (loss):
Unrealized gain on derivative instruments	0	822	1,095
Comprehensive income (loss), net of taxes	70,779	(18,307)	(773,090)
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization	0	(12,836)	(773,090)
Comprehensive income (loss) attributable to redeemable noncontrolling interests	42,117	(3,010)	0
Comprehensive income (loss) attributable to Class A Common Stockholders	$ 28,662	$ (2,461)	$ 0

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.

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

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

Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands	Total	Hoya Intermediate, LLC	Redeemable Senior Preferred Units	Redeemable Preferred Units	Common Class A [Member]	Common Class B [Member]	Noncontrolling Interest	Common Units	Common Units Common Class A [Member]	Common Units Common Class B [Member]	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Accumulated Other Comprehensive (Income) Loss
Temporary equity, Balances, shares at Dec. 31, 2019			100	100
Temporary equity, Balances at Dec. 31, 2019			$ 197,154	$ 9,939
Balances, shares at Dec. 31, 2019								100
Balances at Dec. 31, 2019	$ 518,276							$ 0			$ 772,683		$ (252,490)	$ (1,917)
Net income (loss)	(774,185)	$ (774,185)											(774,185)
Unrealized gain (loss) on derivative instruments	887													887
Loss reclassified from accumulated other comprehensive loss to earnings	208													208
Deemed contribution from former parent	4,287										4,287
Temporary equity, Accretion of senior preferred units			$ 21,134
Accretion of senior preferred units	(21,134)										(21,134)
Distributions to former parent	(120)										(120)
Net loss Prior to Reverse Recapitalization		773,090
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)		(19,129)
Net loss Prior to Reverse Recapitalization	(12,836)	12,836											(12,836)
Loss Reclassified From Accumulated Other Comprehensive Loss to Earnings Prior to Reverse Recapitalization	822													$ 822
Deemed contribution from former parent prior to reverse recapitalization	3,692										3,692
Temporary Accretion of Senior Preferred Units Prior to Reverse Recapitalization			$ 17,738
Accretion of Senior Preferred Units Prior to Reverse Recapitalization	(17,738)										(17,738)
Temporary Equity Reverse Recapitalization, Net - Shares			(100)	(100)
Temporary Equity Reverse Recapitalization, Net			$ (236,026)	$ (9,939)			$ 84,874
Reverse Recapitalization, Net - Shares								(100)	76,948,433	118,200,000
Reverse Recapitalization, Net	637,361							$ 0	$ 8	$ 12	637,341
Net Income (loss) After Reverse Recapitalization	(3,283)						(3,010)						(3,283)
Deemed contribution from parent after reverse recapitalization	293						438				293
Equity-based compensation after reverse recapitalization	1,624										1,624
Change in fair value of warrants	1,269										1,269
Issuance of shares related to acquisition	21,306										21,306
Issuance of shares related to acquisition, Shares									2,143,438
Dividends paid to Class A Common Shareholders	(17,698)										(17,698)
Subsequent Remeasurement of Noncontrolling interests	(1,203,714)						1,203,714				(1,203,714)
Temporary equity, Balances 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)	28,662	70,779					42,117						28,662
Deemed contribution from former parent	1,824						2,687				1,824
Issuance of shares									591,118
Repurchases of common stock	(32,494)											$ (32,494)
Repurchases of common stock Share												$ (4,342,477)
Distributions to non-controlling interest							(5,245)
Increase in common shares outstanding following warrant exchange									2,727,785
Net loss Prior to Reverse Recapitalization		$ 0
Equity-based compensation after reverse recapitalization	14,621										14,621
Reclassification of contingent consideration	2,657										2,657
Subsequent Remeasurement of Noncontrolling interests	462,715						(462,715)				462,715
Temporary equity, Balances at Dec. 31, 2022							$ 862,860
Balances, shares at Dec. 31, 2022					82,410,774	118,200,000			82,410,774	118,200,000		(4,342,477)
Balances at Dec. 31, 2022	$ (382,698)								$ 8	$ 12	$ 663,908	$ (32,494)	$ (1,014,132)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income (loss)	$ 28,662		$ (774,185)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	7,732	$ 2,322	48,247
Amortization of deferred financing costs and interest rate cap	1,052	4,472	3,863
Loss on asset disposals	369	0	169
Equity-based compensation expense	19,053	6,047	4,287
Loss on extinguishment of debt	4,285	35,828	685
Interest expense paid-in-kind	0	25,214	15,678
Change in fair value of warrants	(8,227)	1,389	0
Impairment charges	0	0	573,838
Amortization of right-of-use assets	2,170	0	0
Change in fair value of contingent consideration	(2,065)	0	0
Changes in operating assets and liabilities:
Accounts receivable	(329)	(874)	(10,250)
Inventory	(1,010)	(4,311)	4,094
Prepaid expenses and other current assets	42,894	7,623	(67,584)
Accounts payable	(30,779)	128,160	(28,674)
Accrued expenses and other current liabilities	(94,415)	14,196	195,404
Deferred paid-in-kind interest paid on May 2020 First Lien Loan	0	(44,141)	0
Deferred revenue	6,844	19,183	24
Other assets and liabilities	(3,978)	(189)	512
Net cash provided by (used in) operating activities	14,375	175,790	(33,892)
Cash flows from investing activities
Cash acquired (paid) in acquisition	(8)	301	0
Purchases of property and equipment	(3,558)	(1,132)	(341)
Purchases of personal seat licenses	(165)	(76)	0
Investments in developed technology	(11,684)	(8,438)	(7,264)
Net cash used in investing activities	(15,415)	(9,345)	(7,605)
Cash flows from financing activities
Distributions to non-controlling interests	(5,245)	0	0
Repurchase of Common Stock as Treasury Stock	(32,494)	0	0
Cash paid for milestone payments	(1,111)
Proceeds from PIPE Financing	0	475,172	0
Proceeds from the Merger Transaction	0	277,738	0
Redemption of Redeemable Senior Preferred Units	0	(236,026)	0
Prepayment penalty on extinguishment of debt	0	(27,974)	0
Payment of reverse recapitalization costs	0	(20,175)	0
Dividends paid to Class A Common Stock Shareholders	0	(17,698)	0
Proceeds from Revolving Facility	0	0	50,000
Payments of Revolving Facility	0	0	(50,000)
Payments of deferred financing costs and other debt-related costs	(4,856)	0	(8,479)
Distributions	0	0	(120)
Net cash (used in) provided by financing activities	(236,480)	38,028	245,545
Net increase (decrease) in cash and cash equivalents and restricted cash	(237,520)	204,473	204,048
Cash, cash equivalents, and restricted cash - beginning of period	489,810	285,337	81,289
Cash, cash equivalents, and restricted cash - end of period	252,290	489,810	285,337
Supplemental disclosure of cash flow information:
Paid-in-kind interest added to May 2020 First Lien Loan principal	0	28,463	15,678
Cash paid for interest	14,794	72,736	34,592
Acquisition non-cash consideration	0	21,306	0
Property and equipment acquired through tenant improvement allowance	6,472	0	0
Right-of-use assets obtained in exchange for lease obligations	3,406	0	0
Equity-based compensation expense related to capitalized development costs	79	0	0
June 2017 First Lien Loan
Cash flows from financing activities
Payments of June 2017 First Lien Loan	(465,712)	(153,009)	(5,856)
May 2020 First Lien Loan
Cash flows from financing activities
Payments of May 2020 First Lien Loan	0	(260,000)	0
Proceeds from May 2020 First Lien Loan	0	0	260,000
February 2022 First Lien Loan
Cash flows from financing activities
Proceeds from February 2022 First Lien Loan	275,000	0	0
Payments of February 2022 First Lien Loan	(2,062)	0	0
Hoya Intermediate, LLC
Cash flows from operating activities
Net income (loss)	70,779	(19,129)	(774,185)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	7,732	2,322	48,247
Loss on extinguishment of debt	4,285	35,828	685
Impairment charges	0	0	573,838
Change in fair value of contingent consideration	$ (2,065)	$ 0	$ 0

Background, Description of Business and basis of presentation

12 Months Ended

Dec. 31, 2022

Vivid Seats Inc

BACKGROUND, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

1. Background, Description of Business and Basis of Presentation

Vivid Seats Inc. ("VSI") and its subsidiaries including Hoya Intermediate, LLC ("Hoya Intermediate"), Hoya Midco, LLC ("Hoya Midco"), 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 concert, sporting and theater events in the United States and Canada. Through our Marketplace segment, we operate an online platform enabling ticket buyers to purchase tickets to live events, while enabling ticket sellers to seamlessly manage their operations. In our Resale segment, we acquire tickets to resell on secondary ticket marketplaces, including our own.

Our consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

VSI was incorporated in Delaware on March 29, 2021 as a wholly owned subsidiary of Hoya Intermediate. VSI was formed for the purpose of completing the transactions contemplated by the definitive transaction agreement, dated April 21, 2021 (the “Transaction Agreement”), by and among Horizon Acquisition Corporation (“Horizon”), a publicly traded special purpose acquisition company, Hoya Intermediate, Hoya Topco, VSI, and the other parties thereto. On October 18, 2021, the transactions contemplated by the Transaction Agreement were completed.

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

In connection with the Merger Transaction, VSI:

•

Issued 29,431,260 shares of Class A common stock to former shareholders of Horizon, whereby $293.2 million in cash and cash equivalents (after the payment of $18.7 million in transaction costs incurred by Horizon) of Horizon became available to VSI. We subsequently paid an additional $15.5 million in transaction costs incurred by Horizon using the cash and cash equivalents that became available to VSI;

•

Issued 118,200,000 shares of Class B common stock and 6,000,000 warrants at an exercise price of $0.001 per share to purchase Class B common stock ("Class B Warrants"), which are only exercisable upon the exercise of a corresponding Hoya Intermediate Warrant (defined below), to Hoya Topco in exchange for the outstanding shares of Hoya Intermediate;

•

Received $475.2 million in aggregate consideration from certain investors, including Horizon Sponsor in exchange for 47,517,173 shares of Class A common stock, pursuant to a private investment in public equity (“PIPE Financing”).

•

Used proceeds from Horizon and the PIPE Financing to pay (i) $482.4 million towards our outstanding debt, (ii) $236.0 million to facilitate the redemption of preferred units held in Hoya Intermediate, and (iii) $54.3 million for transaction fees incurred in connection with the Merger Transaction;

•

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

•

Issued private warrants to purchase 6,519,791 shares of Class A common stock at an exercise price of $11.50 per share ("Private Warrants"), and public warrants to purchase 18,132,776 shares of Class A

common stock at an exercise price of $11.50 per share ("Public Warrants"), to former holders of Horizon warrants.

In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco (i) warrants to purchase 3,000,000 shares of common units of Hoya Intermediate (“Intermediate Units”) at an exercise price of $10.00 per share, and (ii) warrants to purchase 3,000,000 shares of Intermediate Units at an exercise of $15.00 per share (collectively, the "Hoya Intermediate Warrants"). A portion of the Hoya Intermediate Warrants consisting of warrants to purchase 1,000,000 Intermediate Units at exercise prices of $10.00 and $15.00 per unit (“Option Contingent Warrants”), respectively, were issued in tandem with stock options issued by VSI to members of our management team (“Management Options”). The Option Contingent Warrants only become available to exercise by Hoya Topco in the event that a Management Option is forfeited or goes unexercised. For additional details regarding the issuance of warrants in connection with the Merger Transaction refer to Note 14, Financial Instruments.

Following the Merger Transaction, the legacy unit holders of Hoya Intermediate own a controlling interest in VSI through their ownership of Class B common stock in VSI.

Immaterial Correction of an Error in Prior Period—We identified an immaterial error related to the classification of the payment of previously deferred interest in our Consolidated Statement of Cash Flows for the year ended December 31, 2021. The payment of $44.1 million of deferred interest was previously classified as a financing cash outflow included within the Payments of May 2020 First Lien Loan in the Consolidated Statement of Cash flows. We subsequently determined that the $44.1 million should have been classified as an operating cash outflow in the Consolidated Statement of Cash Flows. We therefore conducted an evaluation of the quantitative and qualitative factors outlined in Staff Accounting Bulletin No. 99 and concluded that the impact of the cash flow classification error was not material to the previously issued financial statements. We corrected the deferred interest payment of $44.1 million from an outflow in cash flows from financing activities to an outflow in cash flows from operating activities in the Consolidated Statement of Cash Flows for the year ended December 31, 2021. The effect of the error did not impact the Consolidated Statement of Operations, the Consolidated Statement of Comprehensive Income (Loss), or the Consolidated Statement of Equity (Deficit) for the year ended December 31, 2021. The effect of the error did not impact the Consolidated Balance Sheet as of December 31, 2021.

The impact of this correction in the Consolidated Statement of Cash Flows for the year ended December 31, 2021 is as follows:


	As Reported			As Restated
Cash flows from operating activities
Deferred paid-in-kind interest paid on May 2020 Loan	$	—		$	(44,141	)
Net cash provided by operating activities		219,931			175,790
Cash flows from financing activities
Payments of May 2020 First Lien Loan		(304,141	)		(260,000	)
Net cash (used in) provided by financing activities		(6,113	)		38,028
Supplemental disclosure of cash flow information:
Cash paid for interest		28,595			72,736

COVID-19 Update—Beginning in the second quarter of 2021, and continuing throughout 2022, we have seen a recovery in ticket orders as mitigation measures ease. While we have experienced recovery from the COVID-19 pandemic, uncertainty remains around the potential for new variants to emerge or case counts to rise. We expect some of our key accounting estimates to continue to evolve depending on the degree of future impacts associated with the COVID-19 pandemic. If economic conditions caused by the pandemic worsen, our financial condition, cash flows, and results of operations may be materially impacted.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. Summary of Significant Accounting Policies

Use of Estimates—We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities at the date of the ﬁnancial statements, and the reported amounts of revenues and expenses during the reporting period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include the accrual for future customer compensation and the related recovery of future customer compensation asset; breakage rates related to customer credits; usage assumptions for our loyalty program; inventory valuation; valuation of equity-based compensation; valuation of warrants; valuation of acquired intangible assets and goodwill and valuation of earnouts issued in connection with our acquisition of Betcha Sports, Inc. (“Betcha”, as renamed "Vivid Picks"); useful life of definite-lived intangible assets and other long-lived assets; impairments of goodwill, indefinite-lived intangible assets, definite-lived intangible assets and long-lived assets, and valuation allowances.

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

Cash and cash equivalents held in interest-bearing accounts may exceed the Federal Deposit Insurance Corporation insurance limits. To reduce credit risk, we monitor the credit standing of the financial institutions that hold our cash and cash equivalents. However, balances could be impacted in the future if underlying financial institutions fail. As of December 31, 2022 and 2021, we have not experienced any loss or lack of access to its cash and cash equivalents.

Restricted Cash—Restricted cash consists of funds reserved for Vivid Picks account balances, which are required to remain separate from our operational funds and are reserved for users.

Accounts Receivable and Credit Policies—$18.9 million and $9.5 million of the Accounts receivable balance at December 31, 2022 and 2021, respectively, consisted of uncollateralized payment processor obligations due under normal trade terms typically requiring payment within three business days. Credit risk with respect to accounts receivable from payment processing entities is limited due to the consolidation of those receivables with large financial institutions and the frequency with which the receivables turn over.

$1.0 million and $7.2 million of the Accounts receivable balance at December 31, 2022 and 2021, respectively, consisted of amounts due from marketplace ticket sellers for cancelled event tickets. We recorded an allowance for doubtful accounts of $0.1 million and $1.4 million at December 31, 2022 and 2021, respectively, to reflect potential challenges in collecting funds from marketplace ticket sellers. The allowance for doubtful accounts decreased during 2022 as ticket sellers on the marketplace platform repaid their outstanding balances or uncollectable amounts were written off. Accounts receivable balances are stated net of allowance for doubtful accounts and bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations.

$11.7 million and $14.5 million of the Accounts receivable balance at December 31, 2022 and 2021, respectively, consisted of amounts due from distribution partners for cancellation charges, primarily related to cancelled events. We recorded an allowance for doubtful accounts of $3.6 million and $1.6 million at December 31, 2022 and 2021, respectively, to reflect potential challenges in collecting funds from distribution partners, particularly for amounts due upon usage of store credit previously issued to buyers. Accounts receivable balances are stated net of allowance for doubtful accounts and bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations.

Write-offs were $4.9 million, $1.0 million, and less than $0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Inventory—Inventory consists of tickets to live events purchased by our Resale segment. All inventory is valued at the lower of cost or net realizable value, determined by the specific identification method. A provision is recorded to adjust inventory to its estimated realizable value when inventory is determined to be in excess of anticipated demand. During the years ended December 31, 2022, 2021, and 2020, we incurred inventory write-downs of $5.0 million, $2.1 million, and $1.6 million, respectively, which are presented in Cost of revenues in the Consolidated Statements of Operations.

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


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

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

Long-Lived Assets Impairment Assessments—We review our long-lived assets (property and equipment – net and personal seat licenses – net) for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. The fair value of our long-lived assets is determined using both the market approach and income approach, utilizing Level 3 inputs. If circumstances require a long-lived asset or asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount exceeds its fair value.

During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. We recorded an impairment charge as a result of those assessments. Refer to Note 6, Impairments, for additional information.

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

We evaluate goodwill and our indefinite-lived intangible asset for impairment annually on October 31 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. We have the option to assess goodwill and our indefinite-lived intangible asset for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit or the indefinite-lived intangible asset is less than its carrying value. If it is determined that the reporting unit’s or the indefinite-lived intangible asset’s fair value is more-likely-than-not less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit’s or the indefinite-lived intangible asset’s fair value. If the fair value of the reporting unit or the indefinite-lived intangible asset is in excess of its carrying value, the related goodwill or the indefinite-lived intangible asset is not impaired. If the fair value of the reporting unit is less than the carrying value, we recognize an impairment equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill. If the fair value of the indefinite-lived intangible asset is less than the carrying value, we recognize an impairment equal to the difference.

We review our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If circumstances require a definite-lived intangible asset or its asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that definite-lived intangible asset or asset group to its carrying amount. If the carrying amount of the definite-lived intangible asset or asset group is not recoverable on an

undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The fair value of our definite-lived intangible assets or asset group is determined using both the market approach and income approach, utilizing Level 3 inputs.

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


Asset Class		Useful Life
Non-competition agreements		3 years
Supplier relationships		4 years
Developed technology		3-5 years
Customer relationships		2-5 years

Capitalized Development Costs—We incur costs related to internal-use software and website development. Costs incurred in both the preliminary project stage and post-implementation stage of development are expensed as incurred. Qualifying development costs, including those incurred for upgrades and enhancements that result in additional functionality to existing software, are capitalized. Capitalized development costs are classified as Intangible assets – net on the Consolidated Balance Sheets and amortized using the straight-line method over the 3 year useful life of the applicable software. The amortization is presented in Depreciation and amortization expense in the Consolidated Statements of Operations.

Accrued Customer Credits—We may issue credits to customers for cancelled events that can be applied to future purchases on our marketplace. The amount recognized in Accrued expenses and other current liabilities in the Consolidated Balance Sheets represents the balance of credits issued to these customers. Breakage income from customer credits that are not expected to be used, and are not subject to escheatment, is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used. We estimate breakage based on historical usage trends for credits issued by us and available data on comparable programs. This estimate could be impacted by changes in credit usage rates, or in the determination of which credits are subject to escheatment, the effects of which could be material to the consolidated financial statements. When customer credits are used to make a purchase, revenue is recognized for the new transaction.

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

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

Following the Merger Transaction, our parent legal entity is VSI. We are subject to income taxes at the U.S. federal, state, and local levels for income tax purposes, including with respect to our allocable share of any taxable income of Hoya Intermediate. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences on differences

between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is “more-likely-than not” that some portion or all of the deferred tax assets will not be realized. The realization of the deferred tax assets is dependent on the amount of our future taxable income.

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

Tax Receivable Agreement—In connection with the Merger Transaction, we entered into a Tax Receivable Agreement with the existing Hoya Intermediate shareholders that will provide for payment to Hoya Intermediate shareholders of 85% of the amount of the tax savings, if any, that we realize (or, under certain circumstances, is deemed to realize) as a result of, or attributable to, (i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of Intermediate Units (ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries, and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to Hoya Intermediate making payments under the Tax Receivable Agreement.

Debt—Term debt is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. Deferred borrowing costs and discounts are amortized to interest expense over the terms of the respective borrowings using the effective interest method. Upon the repayment of our term debt, we reflected prepayment penalties and the write-off of any unamortized borrowing costs and discounts as loss on extinguishment of debt on the Consolidated Statements of Operations.

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

Level 1—Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Measurements that include other inputs that are directly or indirectly observable in the marketplace.

Level 3—Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment.

Our assets and liabilities measured at fair value on a recurring basis are presented in Note 12, Debt, and Note 14, Financial Instruments. Our non-financial assets, such as goodwill, intangible assets, and long-lived assets are measured at fair value on a nonrecurring basis, utilizing Level 3 inputs, are presented in Note 9, Goodwill and Intangible Assets. 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. We did not have any transfers of financial instruments between valuation levels during the years ended December 31, 2022 and 2021.

Warrants—In connection with the Merger Transaction, we issued several types of warrants. We separately evaluate the terms for each of these outstanding warrants in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity to determine the appropriate classification and accounting treatment. Our Public Warrants, Private Warrants, and Exercise Warrants meet the criteria to be classified as equity instruments. Hoya Intermediate Warrants are exercisable for Intermediate Units, which allow for a potential cash redemption at the discretion of the unit holder, and hence, these warrants are classified as a liability in Other liabilities on our Consolidated Balance Sheets. The warrant liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in Other expenses on our Consolidated Statements of Operations.

Redeemable Noncontrolling Interests—VSI holds a 40.5% interest in Hoya Intermediate, with the remainder held by Hoya Topco. Hoya Topco’s interest in Hoya Intermediate represents a redeemable noncontrolling interest. At its discretion, Hoya Topco has the right to exchange its common units in Hoya Intermediate for either shares of Class A common stock of VSI on a one-to-one basis or cash proceeds of equal value at the time of redemption. Any redemption of Intermediate Units in cash must be funded through a private or public offering of Class A Common Stock and is subject to the approval of the VSI Board of Directors ("Board"). As of December 31, 2022, equity holders of Hoya Topco hold the majority of the voting rights on the Board.

As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within our control, we classify our redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests were initially measured at Hoya Topco’s share in the net assets of Hoya Intermediate upon consummation of the Merger Transaction. Subsequent remeasurements of our redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional paid-in capital of VSI Remeasurements of our redeemable noncontrolling interests are based on the fair value of our Class A common stock.

Offering costs—We incurred incremental costs associated with the Merger Transaction and PIPE Financing related for legal, accounting, and other third-party fees. In accordance with Staff Accounting Bulletin (“SAB”) Topic 5.A, Expenses of Offering, we deferred certain incremental costs directly associated with the Merger Transaction and PIPE Financing. These deferred costs were capitalized by us and subsequently charged against the gross proceeds of the Merger Transaction and PIPE Financing as a reduction to additional paid-in capital on the Consolidated Balance Sheets. Our total transaction costs during the year ended December 31, 2021 were $32.7 million, of which $20.2 million was charged against the gross proceeds of the Merger Transaction and PIPE Financing.

Equity-Based Compensation—We account for Restricted Stock Units ("RSUs"), stock options, and profits interest at fair value as of the grant date. We award RSUs to our employees, directors and consultants. We award stock options to certain employees. We account for forfeitures of outstanding, but unvested grants, in the period they occur. The awards are subject to the recipient’s continued service through the applicable vesting date. The grant-date fair value of stock options is estimated using an option pricing model. The model requires us to make assumptions and judgments about the variables used in the calculation, the volatility of our common stock, risk-free interest rate, and expected dividends. Expense related to grants of equity-based awards is recognized as equity-based compensation in the Consolidated Statements of Operations.

Prior to the Merger Transaction, certain members of management received profit interests in Hoya Topco and Phantom units in a cash bonus pool funded by Hoya Topco. Under Accounting Standards Codification ("ASC") 718, Compensation–Stock Compensation, and ASC 480, Distinguishing Liabilities from Equity, the grants of profits interest meet the criteria to be recognized as equity-classified awards, whereas the grants of Phantom units meet the criteria to be recognized as liability-classified awards.

For the profit interests and Phantom units, we used a market-based approach to determine the total equity value of Hoya Topco and allocate the resulting value between share classes using the Black-Scholes option pricing model to determine the grant date fair value of employee grants. The exercise prices used are based on various scenarios considering the waterfall payout structure of the units that exists at the Hoya Topco level.

For Phantom Units with service and performance conditions, we recognize a liability for the fair value of the outstanding units only when we conclude it is probable that the performance condition will be achieved. As of December 31, 2022 and 2021, it is not probable the performance condition will be achieved.

Segment Reporting—Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. Our CODM is our Chief Executive Officer. We have determined that we have two operating and reportable segments: Marketplace and Resale.

Revenue Recognition—We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We report revenue on a gross or net basis based on management’s assessment of whether we are acting as a principal or agent in the transaction. Revenue is reported net of sales taxes. The determination of whether we are acting as a principal or an agent in a transaction is based on the evaluation of control over the ticket, including the right to sell the ticket, before it is transferred to the ticket buyer.

Marketplace

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

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

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

Our sales terms provide that we will compensate the ticket buyer for the total amount of the purchase if an event is cancelled, the ticket is invalid, or if the ticket is delivered after the promised time. We have determined this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The revenue reversal is reflected within Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the buyer has yet to be compensated. We estimate the customer compensation liability, and corresponding charge against revenue, using the expected value method, which best predicts customer compensation for future cancellations. To the extent we estimate that a portion of the refund is recoverable from ticket sellers or distribution partners, we record the recovery as revenue to align with the net presentation of the original transaction. In extreme circumstances, such as the COVID-related shutdowns during 2020, the timing of event cancellations versus new sales transactions can result in customer compensation costs exceeding current period sales resulting in negative marketplace revenue for that period.

In certain instances, ticket buyers are compensated with credit to be used on future purchases. When a credit is redeemed, revenue is recognized for the newly placed order. Breakage income from customer credits that are not expected to be used, and not subject to escheatment, is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used.

We also earn referral commissions on purchases of third-party insurance services by ticket buyers at the time of sale of the associated ticket on the Marketplace platform. Referral commissions are recognized as revenue when the ticket buyer makes a purchase from the third-party insurance provider during customer checkout. Payment from the third-party provider is due to us net 30 from when invoiced. This revenue is included within all categories of Marketplace disaggregated revenue described in Note 4, Revenue Recognition.

We earn revenue from our daily fantasy sports offering, which is the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives in a period.

Resale

We sell tickets we own on secondary ticket marketplaces. The Resale business has one performance obligation, which is to transfer control of a live event ticket to a ticket buyer once an order has been confirmed.

We act as a principal in these transactions as we own the ticket and therefore we control the ticket prior to transferring the ticket to the customer. Revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed in the secondary ticket marketplace. Payment from the marketplace is typically due upon delivery of the ticket or after the event has passed.

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

When our Resale business sells a ticket in our own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues.

Deferred Revenue

Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. The majority of the unsatisfied performance obligations are related to our loyalty program, Vivid Seats Rewards. Vivid Seats Rewards allows ticket buyers to earn stamps for each ticket purchased, which convert to credits upon reaching certain thresholds. Buyers can redeem those credits on future transactions. The credits earned in the program represent a material right to the ticket buyer and constitute an additional performance obligation for us. As such, we defer revenue based on expected future usage and recognize the deferred revenue as credits are redeemed.

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

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

Advertising Costs—We utilize various forms of advertising, including paid search, brand partnership, e-mail marketing, and other forms of media. Advertising costs are expensed as incurred and were $247.3 million, $180.7 million, and $37.5 million for the years ended December 31, 2022, 2021, and 2020 respectively. Advertising costs are presented as part of Marketing and selling expense in the Consolidated Statements of Operations.

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

Recent Accounting Pronouncements

As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we are provided the option to adopt new or revised accounting guidance either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible. The following provides a brief description of recent accounting pronouncements that could have a material effect on our financial statements:

Issued accounting standards adopted

Leases—In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease) in the balance sheet. 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 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 Consolidated Balance Sheets at adoption. Refer to Note 8, Leases, for more information on leases.

Financial Instruments-Credit Losses—In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities will measure credit losses for financial assets and certain other instruments that are not measured at fair value through net income. The new expected credit loss impairment model requires immediate recognition of estimated credit losses expected to occur. Additional disclosures are required regarding assumptions, models, and methods for estimating the credit losses. ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, deferred the effective date for non-public companies. The standard is effective for non-public companies for fiscal years beginning after December 15, 2022. We adopted these requirements as of January 1, 2023 with no material impact on our consolidated financial statements.

Reference Rate Reform—In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, as modified in January 2021. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. We adopted these requirements as of January 1, 2023 with no material impact on our consolidated financial statements.

Business Acquisition

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Acquisition

3. Business Acquisition

On December 13, 2021, we acquired 100% of the equity of Betcha. In August 2022, we rebranded Betcha as Vivid Picks. Vivid Picks is a real money daily fantasy sports app with social and gamification features that enhance fans' connection with their favorite live sports. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting. Acquisition costs directly related to the transaction for the year ended December 31, 2022 were not material and are included in General and administrative expenses in the Consolidated Statements of Operations.

The acquisition date fair value of the consideration consisted of $0.8 million in cash and 2.1 million shares of our Class A common stock. The total consideration includes cash earnouts of $3.4 million as of the acquisition date representing the estimated fair value that we may be obligated to pay if Vivid Picks meets certain earnings objectives. In addition, the consideration includes future milestone payments of $9.5 million as of the acquisition date representing the estimated fair value that we may be obligated to pay upon the achievement of certain integration objectives. For the year ended December 31, 2022, the estimated fair value of cash earnouts decreased by $2.1 million, which is presented in Change in fair value of contingent consideration on the Consolidated Statements of

Operations. As of December 31, 2022, $2.6 million was recorded in Additional paid-in capital in the Consolidated Balance Sheets related to our first milestone payment. For the year ended December 31, 2022, we made no payments related to cash earnouts and paid milestone payments which consisted of 0.3 million in shares of our Class A common stock and $1.1 million in cash. Subsequent to the year ended December 31, 2022, we paid a milestone payment of $2.5 million in cash. As of December 31, 2022, we had $5.9 million recorded in accrued expenses and other current liabilities related to future milestone payments and $1.1 million in other liabilities related to earnouts.

As part of the acquisition, we agreed to pay cash bonuses to certain Vivid Picks employees over three years following the anniversary of the employee start date. The payouts are subject to continued service, and therefore treated as compensation and expensed.

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

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

During the year ended December 31, 2022, we recognized adjustments related to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The adjustments primarily consisted of $0.9 million in definite-lived intangible assets and $2.9 million in goodwill. Refer to Note 9, Goodwill and Intangible Assets, for the acquisition adjustment. We have finalized purchase accounting for this acquisition in the fourth quarter of 2022.

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

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

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


	Cost		Estimated Useful Life
Customer relationships		1,530	2 years
Developed technology		2,900	5 years
Total acquired intangible assets	$	4,430

Revenue Recognition

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue [Line Items]

Revenue Recognition

4. Revenue Recognition

During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the following (in thousands):


	2022		2021		2020
Marketplace revenues:
Owned Properties	$	400,413	$	308,226	$	24,188
Private Label		110,681		81,442		(907	)
Total Marketplace revenues	$	511,094	$	389,668	$	23,281

During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the following event categories (in thousands):


	2022		2021		2020
Marketplace revenues:
Concerts	$	251,423	$	171,149	$	15,775
Sports		196,467		175,471		3,484
Theater		61,483		41,745		3,759
Other		1,721		1,303		263
Total Marketplace revenues	$	511,094	$	389,668	$	23,281

Within the Resale segment, we sell tickets we hold in inventory on resale ticket marketplaces. Resale revenues were $89.2 million, $53.4 million, and $11.8 million during the years ended December 31, 2022, 2021, and 2020, respectively.

At December 31, 2022, Deferred revenue in the Consolidated Balance Sheets was $32.0 million, which primarily relates to Vivid Seats Rewards, our loyalty program. Stamps earned under the program expire in two to three years, if not converted to credits, and credits expire in two to four years, if not redeemed. We expect to recognize all outstanding deferred revenue in the next seven years.

At December 31, 2021, $25.1 million was recorded as Deferred revenue, of which $16.2 million was recognized as revenue during year ended December 31, 2022. At December 31, 2020, $6.0 million was recorded as deferred revenue, of which $3.3 million was recognized as revenue during the year ended December 31, 2021.

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.

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Segment Reporting

12 Months Ended

Dec. 31, 2022

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

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 we then sell through secondary ticket marketplaces. Revenues and contribution margin are used by our 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, general and administrative expenses or related depreciation and amortization expenses by segment, because our CODM does not use this information to evaluate the performance of our operating segments.

The following table represents our segment information for the year ended December 31, 2022 (in thousands):


	Marketplace		Resale		Consolidated
Revenues	$	511,094	$	89,180	$	600,274
Cost of revenues (exclusive of depreciation and amortization shown separately below)		73,126		67,382		140,508
Marketing and selling		248,375		—		248,375
Contribution margin	$	189,593	$	21,798		211,391
General and administrative						127,619
Depreciation and amortization						7,732
Change in fair value of contingent consideration						(2,065	)
Income from operations						78,105
Interest expense – net						12,858
Loss on extinguishment of debt						4,285
Other income						(8,227	)
Income before income taxes					$	69,189

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


	Marketplace		Resale		Consolidated
Revenues	$	389,668	$	53,370	$	443,038
Cost of revenues (exclusive of depreciation and amortization shown separately below)		51,702		38,915		90,617
Marketing and selling		181,358		—		181,358
Contribution margin	$	156,608	$	14,455		171,063
General and administrative						92,170
Depreciation and amortization						2,322
Income from operations						76,571
Interest expense – net						58,179
Loss on extinguishment of debt						35,828
Other expenses						1,389
Loss before income taxes					$	(18,825	)

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


	Marketplace			Resale		Consolidated
Revenues	$	23,281		$	11,796	$	35,077
Cost of revenues (exclusive of depreciation and amortization shown separately below)		13,741			10,949		24,690
Marketing and selling		38,121			—		38,121
Contribution margin	$	(28,581	)	$	847		(27,734	)
General and administrative							66,199
Depreciation and amortization							48,247
Impairment charges							573,838
Loss from operations							(716,018	)
Interest expense - net							57,482
Loss on extinguishment of debt							685
Net loss						$	(774,185	)

Substantially all of our sales occur and assets reside in the United States.

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.

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Impairments

12 Months Ended

Dec. 31, 2022

Acquired Finite-Lived Intangible Assets [Line Items]

IMPAIRMENTS

6. Impairments

As disclosed in Note 2, Summary of Significant Accounting Policies, we assess goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired. Definite-lived intangible assets and other long-lived assets are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable.

During the second quarter of 2020, we identified the COVID-19 pandemic as a triggering event for our long-lived assets, goodwill, indefinite-lived trademark, and definite-lived intangible assets. Due to global social distancing efforts put in place to mitigate the spread of the virus, and compliance with restrictions enacted by various governmental entities, most live events during 2020 were either postponed or cancelled. Consequently, we experienced a significant reduction of revenue during the year ended December 31, 2020.

The following summarizes the impairment charges recorded by us during the year ended December 31, 2020 (in thousands):


Goodwill	$	377,101
Indefinite-lived trademark		78,734
Definite-lived intangible assets		107,365
Property and equipment		3,670
Personal seat licenses		6,968
Total impairment charges	$	573,838

Long-lived asset impairments

We assessed its long-lived assets for potential impairment during the second quarter of 2020. ASC 360, Property, Plant, and Equipment, requires an impairment loss to be recognized for a long-lived asset if the carrying amount of the asset is not recoverable and exceeds its fair value. In accordance with ASC 360, we classify our long-lived assets as a single asset group, which consists primarily of property and equipment, personal seat licenses, and definite-lived intangible assets.

For the fair value of the asset group, we compared the expected future undiscounted cash flows associated with the asset group to the long-lived asset group’s carrying value and concluded that the carrying value was not recoverable. We then measured the fair value of the asset group using a discounted cash flow model. The significant estimates used in the undiscounted and discounted cash flow models include projected operating cash flows; forecasted capital expenditures and working capital needs; rates of long-term growth; and the discount rate (in the discounted cash flow model). The significant unobservable inputs included forecasted revenues which reflected significant declines in earlier years as a result of the COVID-19 pandemic and included estimates regarding when revenue would return to pre-pandemic levels. The significant unobservable inputs also included forecasted costs, capital expenditures, and working capital needs which were informed by actual historical experience and estimates of the timing of when live events would return to pre-pandemic levels.

The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements during our assessment for impairment in the second quarter of 2020:


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

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


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

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

No impairment triggering events to our long-lived assets were identified during the years ended December 31, 2022 and 2021.

Indefinite-lived trademark and goodwill impairments

During the second quarter of 2020, we determined that the estimated carrying value of our indefinite-lived trademark was in excess of its fair value. The fair value of the indefinite-lived trademark asset, classified as a Level 3 measurement, was measured using the relief-from-royalty method. This methodology involves estimating reasonable royalty rates for the trademarks, applying the royalty rate to a net sales stream, and utilizing the discounted cash flow method. We utilized a 2.0% royalty rate, consistent with the rate used in the initial valuation of the trademark. We recorded an impairment charge of $78.7 million related to the indefinite-lived trademark. The impairment charge is presented in Impairment charges in the Consolidated Statements of Operations.

As part of the goodwill impairment assessment performed during the second quarter of 2020, we determined that the carrying value of its Marketplace reporting unit exceeded its estimated fair value, resulting in a goodwill impairment charge of $377.1 million, which is presented in Impairment charges in the Consolidated Statements of Operations. The fair value estimate of our reporting units was based on a blended analysis of the present value of future discounted cash flows and market value approach, using Level 3 inputs. The significant estimates used in the discounted cash flow models are projected operating cash flows; forecasted capital expenditures and working capital needs; weighted average cost of capital; and rates of long-term growth. These estimates considered the recent deterioration in financial performance of the reporting units, as well as the anticipated rate of recovery, and implied risk premiums based on the market prices of our equity and debt as of the assessment date. The significant estimates used in the market multiple valuation approach include identifying business factors; such as size, growth, profitability, risk and return on investment; and assessing comparable revenue and earnings multiples. Following the impairment charge, the carrying value of the Marketplace reporting unit’s goodwill was $683.3 million. In accordance with its annual re-assessment, we assessed its goodwill and indefinite-lived trademark for impairment as of October 31, 2020, determining no further impairment had occurred. No triggering events were identified during the years ended December 31, 2022 and 2021.

Our goodwill and indefinite-lived trademark constitute nonfinancial assets measured at fair value on a nonrecurring basis. These nonfinancial assets are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820, Fair Value Measurement (“ASC 820”).

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

7. Property and Equipment

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


	2022		2021
Computer equipment	$	1,935	$	568
Furniture		1,625		—
Leasehold Improvements		7,467		—
Construction in progress		—		564
Total property and equipment		11,027		1,132
Less: accumulated depreciation		596		50
Total property and equipment – net	$	10,431	$	1,082

Depreciation expense related to property and equipment was $0.6 million, $0.1 million, and $0.6 million for the years ended December 31, 2022, 2021, and 2020, respectively, and is presented in Depreciation and amortization expense in the Consolidated Statements of Operations. There were no impairment charges for the years ended December 31, 2022 and 2021. For the year ended December 31, 2020, long-lived asset impairment charges related to property and equipment of $3.7 million were recognized, resulting in a full impairment of all property and equipment. The impairment charges are presented in Impairment charges in the Consolidated Statements of Operations. During the year ended December 31, 2022, we incurred a loss of $0.1 million on asset disposals related to property and equipment, which are included in General and administrative expenses in the Consolidated Statements of Operations.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

8. 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 December 31, 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 Consolidated Balance Sheets and rent expense for these short-term leases is recognized in General and administrative expenses in the Consolidated Statements of Operations on a straight-line basis over the lease term. Short-term lease costs were not material to our Consolidated Statements of Operations for the year ended December 31, 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 December 31, 2022, we had $7.9 million of ROU assets in Right-of-use assets — net, and the corresponding operating lease liabilities of $0.6 million recorded in Accrued expenses and other current liabilities and $14.9 million recorded in Long-term lease liabilities in the 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 December 31, 2022, the weighted average remaining minimum lease term is approximately 9.7 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 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 December 31, 2022, we incurred leasehold improvement costs of $6.5 million related to the tenant improvement allowance. This amount is recorded in Property and equipment - net in the 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 Consolidated Balance Sheets.

Operating and variable lease expenses for the years ended December 31, 2022, 2021 and 2020 were $3.6 million, $3.7 million and $2.8 million, respectively.

Cash payments for operating lease liabilities during the year ended December 31, 2022, which are included within the operating activities section in the Consolidated Statements of Cash Flows, were $3.1 million.

Future lease payments at December 31, 2022 are as follows (in thousands):


	Operating Leases
2023		906
2024		2,030
2025		2,450
2026		2,471
2027		2,436
2028		2,486
Thereafter		9,817
Total remaining lease payments		22,596
Less: Imputed interest		7,104
Present value of lease liabilities	$	15,492

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

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2022

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

GOODWILL AND INTANGIBLE ASSETS

9. Goodwill and Intangible Assets

Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $17.3 million and $13.8 million at December 31, 2022 and 2021, respectively. At December 31, 2022 and 2021, accumulated amortization related to our developed technology was $9.6 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, 2021	$	2,358		$	64,666	$	683,327
Acquisition		5,320			—		34,877
Capitalized development costs		8,438			—		—
Amortization		(2,271	)		—		—
Balance at December 31, 2021		13,845			64,666		718,204
Acquisition adjustment		(890	)		—		(2,946	)
Capitalized development costs		11,763			—		—
Disposals		(259	)		—		—
Amortization		(7,149	)		—		—
Balance at December 31, 2022	$	17,310		$	64,666	$	715,258

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

Amortization expense on our definite-lived intangible assets was $7.1 million, $2.3 million, and $47.4 million for the years ended December 31, 2022, 2021, and 2020, respectively, and is presented in Depreciation and amortization in the Consolidated Statements of Operations. During the year ended December 31, 2022, we incurred a loss of $0.3 million on asset disposals related to definite-lived intangible assets, which are included in General and administrative expenses in the Consolidated Statements of Operations.

The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2022 is as follows (in thousands):


Future amortization expense:
2023	$	8,589
2024		5,820
2025		2,321
2026		580
2027		—
Total	$	17,310

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2022

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

PREPAID EXPENSES AND OTHER CURRENT ASSETS

10. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets at December 31, 2022 and 2021 consist of the following (in thousands):


	2022		2021
Recovery of future customer compensation	$	23,311	$	58,319
Prepaid expenses		6,032		9,573
Other current assets		569		4,612
Total prepaid expenses and other current assets	$	29,912	$	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 $35.0 million due to a reduction in the estimated rate of future cancellations as of December 31, 2022. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

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

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

11. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at December 31, 2022 and 2021 consist of the following (in thousands):


	2022		2021
Accrued marketing expense	$	26,873	$	27,304
Accrued taxes		542		9,332
Accrued customer credits		88,167		119,355
Accrued future customer compensation		30,181		73,959
Accrued contingencies		5,898		12,686
Accrued payroll		10,660		9,286
Other current liabilities		19,649		29,234
Total accrued expenses and other current liabilities	$	181,970	$	281,156

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, provided that the credits are not subject to escheatment. We estimate breakage based on historical usage trends and available data on comparable programs, and recognize breakage in proportion to the pattern of redemption for customer credits. Our breakage estimate could be impacted by future activity differing from our estimates, the effects of which could be material. During the year ended December 31, 2022, $24.3 million of accrued customer credits were redeemed and we recognized $11.5 million of revenue from breakage. During the year ended December 31, 2021, $55.9 million of accrued customer credits were redeemed and we recognized $3.3 million of revenue from breakage. During the year ended December 31, 2020, $7.4 million of accrued customer credits were redeemed and we recognized $0.8 million of revenue from breakage. Breakage amounts are net of reductions in associated accounts receivable balances.

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 Consolidated Statements of Operations. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. During the years ended December 31, 2022, 2021 and 2020, we recognized a net increase in revenue of $2.3 million, $5.1 million, and a decrease in revenue of $15.3 million, respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods. Accrued future customer compensation decreased by $43.8 million due to a reduction in the estimated rate of future cancellations as of December 31, 2022.

Accrued taxes decreased as we have historically accrued contingent sales tax expense in jurisdictions where we expected to remit sales tax payments for sales prior to collecting tax from customers which began in the second half of 2021. During 2022, we finalized the remaining open discussions with jurisdictions regarding the liability for uncollected sales tax and no longer have this contingent liability.

Other current liabilities primarily decreased as a result of making sales tax payments for liabilities that were no longer deemed contingent as of December 31, 2021, but were not yet paid at that time. These payments represent 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. The remaining historic sales tax liability payments were made during the year ended December 31, 2022.

DEBT

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

12. Debt

Our outstanding debt at December 31, 2022 and 2021 is comprised of the following (in thousands):


	2022			2021
June 2017 First Lien Loan	$	—		$	465,712
February 2022 First Lien Loan		272,938			—
Total long-term debt, gross		272,938			465,712
Less: unamortized debt issuance costs		(5,290	)		(5,580	)
Total long-term debt, net of issuance costs		267,648			460,132
Less: current portion		(2,750	)		—
Total long-term debt, net	$	264,898		$	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 revolving credit facility, part of the June 2017 First Lien Loan, was subsequently retired on May 22, 2020. On October 18, 2021, we made an early principal payment related to the June 2017 First Lien Loan of $148.2 million in connection with, and using the proceeds from, the Merger Transaction and PIPE Financing. 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 December 31, 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 First Lien Loan 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 7.98% per annum at December 31, 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 December 31, 2022, the fair value of our February 2022 First Lien Loan approximates the carrying value.

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 December 31, 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 year ended December 31, 2022, which is presented in Loss on extinguishment of debt in the 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. The May 2020 First Lien Loan had no required amortization payments. All obligations under the May 2020 First Lien Loan were secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets.

The interest rate for the May 2020 First Lien Loan was determined using a LIBOR rate plus an applicable margin of 9.50% per annum, or a base rate plus an applicable margin of 8.50% per annum. The LIBOR rate was subject to a 1.00% floor and the base rate was subject to a 2.00% floor. All obligations under the May 2020 First Lien Loan were secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets. For any period ending prior to May 22, 2022, we had the option of submitting paid-in-kind elections, whereby the entire outstanding balance would be charged interest at 11.50% per annum and interest amounts will be added to the outstanding principal. On and after May 22, 2022 but prior to May 22, 2023, we had the option of submitting paid-in-kind elections with respect to all or some of the outstanding balance, whereby the portion for which such paid-in-kind election was made will be charged interest at a rate equal to the sum of i) 5.0% per annum and ii) at our election, a LIBOR rate plus an applicable margin of 5.00% per annum, or a base rate plus an applicable margin of 4.00% per annum.

Under the terms of the May 2020 First Lien Loan, for certain prepayments and repricing transactions that occurred prior to May 22, 2023, we would owe a prepayment penalty of 3.0% on the first $91.0 million of prepayments. For prepayments greater than $91.0 million prior to May 22, 2022, the amount exceeding $91.0 million would be subject to a prepayment penalty equal to the greater of i) 6.0% and ii) the excess of the discounted measure of principal and interest due upon the second anniversary of the effective date and the outstanding principal at the time of the prepayment. For prepayments greater than $91.0 million on or after May 22, 2022 and prior to May 22, 2023, the amount exceeding $91.0 million would be subject to a prepayment penalty equal to 6.0%.

Our May 2020 First Lien Loan was not traded and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. 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. The debt extinguishment resulted in a loss of $34.1 million, which is presented in Loss on extinguishment of debt in the Consolidated Statements of Operations. The loss consists of a $28.0 million prepayment penalty and the remaining balance of the original issuance discount and issuance costs of $6.1 million.

Future maturities of our outstanding debt, excluding interest, as of December 31, 2022 were as follows (in thousands):


2023	$	2,750
2024		2,750
2025		2,750
2026		2,750
2027		2,750
Thereafter		259,188
Total	$	272,938

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.

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

Financial Instruments

12 Months Ended

Dec. 31, 2022

FINANCIAL INSTRUMENTS

14. Financial Instruments

Derivatives

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

Interest Rate Swaps

On November 10, 2017, we purchased pay-fixed, receive-float interest rate swaps with a combined notional value of $520.7 million on September 30, 2020. The interest rate swaps matured on September 30, 2020. The interest rate swaps had a fixed rate of 1.9%. The interest rate swaps were purchased to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan.

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

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

The amount recognized in Interest expense — net in the Consolidated Statements of Operations was $4.3 million for the year ended December 31, 2020.

Interest Rate Cap

On November 26, 2018, we entered into an interest rate cap with an effective date of September 30, 2020. We paid $1.0 million to enter into the cap. The notional value was $516.8 million on September 30, 2021. The interest rate cap matured on September 30, 2021. The interest rate cap had a strike rate of 3.5%. The interest rate cap was purchased to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan.

The objective in using the cap is to add stability to interest expense and to manage the exposure to interest rate movements. Interest rate caps involve the borrower paying the hedge provider an initial one-time fee in exchange for the hedge provider paying the borrower the excess of the floating interest rate payment above a strike rate, in the event that the floating interest rate is greater than the strike rate during the period between the effective date and maturity date.

We performed a regression analysis at inception of the hedging relationship to assess the effectiveness. The design of the regression analysis addressed the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate cap over historical months. Historical changes in the fair value of the hedge instrument and the underlying item demonstrated the effectiveness

of the hedging relationship. On an ongoing basis, we assess hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through its maturity.

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

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

Since we designated the financial instruments as effective cash flow hedges that qualify for hedge accounting, net interest payments are recorded in Interest expense – net in the Consolidated Statements of Comprehensive Income (Loss), and unrealized gains or losses resulting from adjusting the financial instruments to fair value are recorded as a component of Other comprehensive loss and subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings. During the years ended December 31, 2021 and 2020, we reclassified losses of $0.8 million and $0.2 million, respectively, into Interest expense – net from AOCL related to the interest rate cap. Cash flows resulting from settlements are presented as a component of cash flows from operating activities within the Consolidated Statements of Cash Flows.

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


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

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


	Interest rate swaps			Interest rate cap			Total
Beginning accumulated derivative loss in AOCL	$	(887	)	$	(1,030	)	$	(1,917	)
Amount of gain recognized in AOCL		887			—			887
Less: Amount of loss reclassified from AOCL to income		—			(208	)		(208	)
Ending accumulated derivative loss in AOCL	$	—		$	(822	)	$	(822	)

Warrants

We issued the following warrants during the year ended December 31, 2021 in connection with the Merger Transaction:

Public Warrants

We issued warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $11.50 per share to former warrant holders of Horizon, of which 5,166,666 shares were issued to Horizon Sponsor. These warrants are traded on the Nasdaq Stock Market under the symbol “SEATW.”

On May 26, 2022, we announced the commencement of an offer to the holders of outstanding Public Warrants to receive 0.240 shares of Class A common stock in exchange for each outstanding Public Warrant (the “Offer”). On July 5, 2022, a total of 11,365,913 public warrants were tendered for 2,727,785 shares of Class A common stock (the “Exchange”). Following the Exchange, 6,766,853 Public Warrants remained outstanding. During the year ended December 31, 2022, ten Public Warrants were exercised. The exercise of the Public Warrants are accounted for as a

transaction within Additional paid-in capital in the Consolidated Balance Sheets. As of December 31, 2022, we had 6,766,853 outstanding Public Warrants.

We may, in our sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that we provide at least five days advance notice. The exercise price and number of Class A common stock shares issuable upon exercise of the Public Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event are we required to net cash settle the Public Warrants.

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

Under certain circumstances, we may elect to redeem the Public Warrants at a redemption price of $0.01 per Public Warrant at any time during the term of the Public Warrant in which our Class A common stock share trading price has been at least $18.00 per share for 20 trading days within the 30 trading-day period. If we elect to redeem the Public Warrants, we must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of notification to exercise their respective warrants. If the Public Warrant is not exercised within that 30-day period, it will be redeemed pursuant to this provision.

As part of the Merger Transaction, we modified the terms of the Public Warrants. The modification resulted in a transfer of incremental value of $1.3 million to the holders of the Public Warrants, which we recorded as Other expenses in the Consolidated Statements of Operations during the year ended December 31, 2021.

Private Warrants

We issued warrants to purchase 6,519,791 shares of our Class A common stock at an exercise price of $11.50 per share to the Sponsor. The Private Warrants have similar terms to the Public Warrants, except that the Private Warrants are not redeemable by us.

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

As of December 31, 2022, we had 6,519,791 outstanding Private Warrants.

Exercise Warrants

We issued warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share (“$10 Exercise Warrants”) and warrants to purchase 17,000,000 of Class A common stock at an exercise of $15.00 per share (“$15 Exercise Warrants”; together with the $10 Exercise Warrants, “Exercise Warrants”). The Exercise Warrants have similar terms to the Public Warrants, except that the Exercise Warrants have different exercise prices, an initial term of 10 years, are not redeemable by us, and are fully transferable.

As of December 31, 2022, we had 17,000,000 $10 Exercise Warrants outstanding and 17,000,000 $15 Exercise Warrants outstanding.

Mirror Warrants

Hoya Intermediate issued warrants to VSI to purchase 17,000,000 Intermediate Units at an exercise price of $10.00 per unit (“$10 Mirror Warrants”), warrants to purchase 17,000,000 Intermediate Units at an exercise of $15.00 per unit (“$15 Mirror Warrants”), warrants to purchase 24,652,557 Intermediate Units at an exercise price of $11.50 per unit (“$11.50 Mirror Warrants”; together with the $10 Mirror Warrants and $15 Mirror Warrants, “Mirror Warrants”). The number and terms of the Mirror Warrants are identical to the Public, Private and Exercise Warrants, respectively. Upon the valid exercise of a Public Warrant, Private Warrant and Exercise Warrant, Hoya Intermediate will issue to VSI an equivalent number of Intermediate Units. Similarly, if a Public, Private or Exercise Warrant is

tendered, an equivalent number of Mirror Warrants will be tendered. In connection with the Exchange, we tendered 11,365,913 $11.50 Mirror Warrants and received 2,727,785 Intermediate Units.

As of December 31, 2022, we had 17,000,000 $10 Mirror Warrants outstanding, 17,000,000 $15 Mirror Warrants outstanding and 13,286,644 $11.50 Mirror Warrants outstanding.

As the Public Warrants, Private Warrants and Exercise Warrants are indexed to our equity and meet the equity classification guidance of ASC 815-40, we reflect these warrants as a component of equity within additional paid-in capital. Our Mirror Warrants eliminate in consolidation and do not impact the presentation of our consolidated financial statements.

Hoya Intermediate Warrants

Hoya Intermediate issued the Hoya Intermediate Warrants, which are classified as Other Liabilities in the Consolidated Balance Sheets. 1,000,000 Hoya Intermediate Warrants to purchase Intermediate Units at exercise prices of $10.00 and $15.00 per unit, respectively (“Option Contingent Warrants”), were issued in tandem with stock options we issued to members of our management team (“Management Options”). The Option Contingent Warrants only become exercisable by Hoya Topco if a Management Option is forfeited or expires unexercised. As of December 31, 2022, 0.2 million of the corresponding Management Options had been forfeited.

Hoya Intermediate Warrants allow for cash redemption at the option of the warrant holder. Hence, the Hoya Intermediate Warrants are classified as a liability in Other liabilities on our Consolidated Balance Sheets. Upon consummation of the Merger Transaction, we recorded a warrant liability of $20.4 million reflecting the fair value of the Hoya Intermediate Warrants determined using the Black Scholes model. The fair value of the Hoya Intermediate Warrants includes Option Contingent Warrants of $1.6 million. The estimated fair value of the Option Contingent Warrants is adjusted to reflect the probability of forfeiture of the Management Options based on historical forfeiture rates for Hoya Topco profit interests.

The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants at December 31, 2022 and 2021:


	2022			2021
Estimated volatility		39.0	%		36.0	%
Expected term (years)		8.8			9.8
Risk-free rate		3.9	%		1.5	%
Expected dividend yield		0.0	%		0.0	%

For the year ended December 31, 2022, the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants decreased by $8.2 million, which is presented in Other income on the Consolidated Statements of Operations. For the period from October 18, 2021 until December 31, 2021, we recognized a charge to Other expenses on the Consolidated Statements of Operations resulting from an increase in the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants of $0.1 million.

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

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.

Employee Benefit Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plan

13. Employee Benefit Plan

We have a defined contribution and profit-sharing 401(k) plan that covers substantially all employees who meet eligibility requirements. Participants may contribute to the plan, through regular payroll deductions, an amount subject to limitations imposed by the Internal Revenue Code. The plan also provides for discretionary profit-sharing contributions and matching contributions. We contributed approximately $1.3 million, $0.8 million, and $0.9 million in matching contributions for the years ended December 31, 2022, 2021, and 2020, respectively, and is included in

General and administrative expense in the Consolidated Statements of Operations. For the years ended December 31, 2022, and 2021, there were no discretionary profit-sharing contributions.

The entire disclosure for retirement benefits.

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Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

19. Income Taxes

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

Components of (loss) income from continuing operations before income taxes for the years ended December 31 were as follows (in thousands):


	2022		2021			2020
United States	$	68,416	$	(17,859	)	$	(763,664	)
Foreign		773		(966	)		(10,521	)
Total (loss) income before income taxes	$	69,189	$	(18,825	)	$	(774,185	)

Prior to 2021, we did not incur material amounts of income tax expense or have material income tax liability or deferred tax balances.

During the years ended December 31, 2022 and 2021, significant components of income tax (expense) benefit were as follows (in thousands):


	2022			2021
Current
U.S. Federal	$	15		$	—
State & Local		248			304
Foreign		—			—
Total current income tax expense (benefit)		263			304
Deferred
U.S. Federal		—			—
State & Local		—			—
Foreign		(1,853	)		—
Total deferred income tax expense (benefit)		(1,853	)		—
Total income tax expense (benefit)	$	(1,590	)	$	304

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% for 2022 and 2021 to our income tax (expense) benefit was as follows:


	2022			2021
At U.S. statutory tax rate		21.0	%		21.0	%
State income taxes		1.8	%		(1.1	)%
Foreign rate differential		0.1	%		0.3	%
Pass-through loss / (income)		—	%		(14.3	)%
Noncontrolling interest		(12.3	)%		(2.7	)%
Change in valuation allowance		(23.1	)%		(3.5	)%
Deferred tax partnership adjustment		10.1	%		—	%
Warrants remeasurement		—	%		(1.4	)%
Research & Development Credit		(0.5	)%		—	%
Other		0.6	%		0.1	%
Total income tax expense (benefit)		(2.3	)%		(1.6	)%

As of December 31, 2022 and 2021, our deferred tax balances consisted of the following (in thousands):


	2022			2021
Deferred Tax Assets
Net operating loss	$	12,740		$	9,670
Interest carryforwards		15,919			15,206
Investment in partnerships		91,302			120,706
Other		748			132
Total deferred tax assets		120,709			145,714
Valuation allowance		(118,734	)		(145,668	)
Total deferred tax assets net of valuation allowance		1,975			46
Deferred Tax Liabilities
Other		122			46
Total Deferred Tax Liabilities		122			46
Net Deferred Tax Assets / (Liabilities)	$	1,853		$	—

We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized. Valuation allowances have been established primarily with regard to the tax benefits of certain net operating losses, tax credits, as well as its investment in partnership. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. After considering all those factors, we recorded a $118.7 million valuation allowance against our deferred tax assets, as we have determined these assets are not more likely than not to be realized as of December 31, 2022.

Excluded from the deferred tax asset for investment in partnerships above is a portion of the income tax basis in the partnership investment which will only reverse upon sale as a capital loss. As the Company does not expect to have sufficient sources of future capital gains to offset this future capital loss, the Company has not recorded a deferred tax asset for this portion of the basis difference in the investment in the partnership.

The deferred tax asset valuation allowance and changes were as follows (in thousands):


	2022			2021
Balance at beginning of period	$	145,668		$	1,828
Other(1)		(6,154	)		—
Charged to costs and expenses		(15,961	)		646
(Credited) charged to other accounts		(4,819	)		143,194
Deductions		—			—
Ending balance	$	118,734		$	145,668

(1) This relates to a true-up of the investment in partnership deferred tax asset and related valuation allowance which has been updated to remove the basis that will only reverse upon sale as a capital loss.

As of December 31, 2022, we determined that there is sufficient positive evidence to conclude that it is more likely than not that our Canadian deferred taxes of $1.9 million are realizable. We therefore reduced the valuation allowance accordingly. We expect to continue maintaining a full valuation allowance on our U.S. net deferred tax asset until there is sufficient positive evidence to support the reversal of a 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 3-6 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 U.S. net deferred tax assets. 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.

At December 31, 2022, we had U.S. state operating loss carryforwards totaling $23.0 million, U.S. federal operating loss carryforwards totaling $45.5 million. The U.S. federal and state operating loss carryforwards begin to expire in 2029 with $46.4 million of the operating loss carryforwards having no expiration date.

At December 31, 2022, with respect to our operations outside the U.S., we had foreign operating loss carryforwards totaling $5.3 million. The foreign operating loss carryforwards begin to expire in 2037.

At December 31, 2022, we were not indefinitely reinvested on undistributed earnings from our foreign operations and the deferred tax liability associated with the future repatriation of these earnings is expected to be immaterial.

ASC 740, Income Taxes, prescribes a recognition threshold of more-likely-than not to be sustained upon examination as it relates to the accounting for uncertainty in income tax benefits recognized in an enterprise’s financial statements. Our unrecognized tax benefits which relate to a tax refund are as follows:


	2022
Balance at beginning of the year	$	—
Tax positions taken in the prior year		7,500
Balance at end of the year	$	7,500

We classified interest and penalties associated with income taxes in income tax expense (benefit) within the consolidated statements of operations. We did not recognize any interest and penalties during 2022. There was no liability recognized related to interest and penalties as of December 31, 2022. The total amount of gross unrecognized tax benefits that, if recognized, would impact the effective tax rate is $7.5 million as of December 31, 2022.

We are subject to routine audits by taxing jurisdictions. The periods subject to tax audits are 2018 through 2022. There are currently no audits for any tax periods in progress.

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.

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Equity	12 Months Ended
Equity	Dec. 31, 2022
Vivid Seats Inc
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Equity	16. Equity For periods prior to the Merger Transaction, Hoya Intermediate had Senior Preferred Units, Preferred Units, and Common Units, described below, authorized, issued and outstanding. As described in Note 1, Background, Description of Business and Basis of Presentation, on October 18, 2021, we consummated a series of merger transactions between Horizon, VSI, and Hoya Intermediate. Subsequent to the Merger Transaction, we have two classes of common stock authorized and issued by VSI: Class A common stock and Class B common stock. Hoya Intermediate Senior Preferred Units, Preferred Units, and Common Units Prior to the Merger Transaction, Hoya Intermediate had authorized and issued 100 units of Redeemable Senior Preferred Units, 100 units of Redeemable Preferred Units and 100 common units. In connection with the Merger Transaction, the Senior Preferred Units and the Preferred Units were redeemed and no longer remain outstanding. As of December 31, 2022, 196,268,297 Intermediate Units are outstanding. VSI holds 40.5% of the outstanding Intermediate Units as of December 31, 2022, with the remainder held by Hoya Topco. VSI Class A Common Stock Holders of Class A common stock are entitled to full economic rights in VSI, including the right to receive dividends when and if declared by our Board, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held. VSI Class B Common Stock Holders of Class B common stock do not have economic rights in VSI but are entitled to one vote for each share of Class B common stock held. Holders of Class B common stock receive one Intermediate Unit for each Class B share (see Note 15, Redeemable Noncontrolling Interest). Holders of Class A common stock and Class B common stock vote as a single class on all matters requiring a shareholder vote. Following the Merger Transaction, the quantity of Class A common stock and Class B common stock outstanding net of treasury stock is equal to the quantity of Intermediate Units outstanding.

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

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Share-Based Payment Arrangement [Abstract]

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
COMMITMENTS AND CONTINGENCIES	17. Commitments and Contingencies Purchase Obligations We enter into non-cancelable arrangements, primarily related to the purchase of marketing services and tickets at an agreed upon price. Our purchase obligations are $2.7 million payable in the next twelve months and $5.2 million payable thereafter. 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 were notified in 2022 that they are eligible to submit a claim for a coupon, which they will receive in 2023. As of December 31, 2022 and December 31, 2021, a liability of $0.9 million was recorded in Accrued expenses and other current liabilities in the 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 in 2021 and fully disbursed in 2022. A settlement was reached in another of the lawsuits in July 2022 which established a separate claims settlement pool of up to $2.5 million. That settlement received final approval from the court on January 31, 2023 and the settlement pool will be funded in 2023. As of December 31, 2022 and December 31, 2021, we had accrued a liability of $1.6 million and $1.7 million, respectively, within Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to these matters. We expect to recover some of these costs under our insurance policies and have separately recognized an insurance recovery asset of $0.5 million within Prepaid expenses and other current assets in the Consolidated Balance Sheets at December 31, 2022 and December 31, 2021, respectively. 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 already adopted laws that attempt to impose tax collection obligations on out-of-state companies, and we have registered and are collecting tax, where required by statute. However, states or local governments may continue to adopt laws requiring that we calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more jurisdictions could result in tax liabilities, including taxes on past sales, as well as penalties and interest. Based on our analysis of certain state regulations, specifically related to marketplace facilitators and ticket sales, we do not believe risk of loss is probable on historical revenue activities where tax has not already been remitted. We continuously monitor state regulations and will implement required collection and remittance procedures if and when we are subject to such regulations. Share Repurchase Program On May 25, 2022, our board of directors authorized a share repurchase program of our Class A Common Stock of up to $40.0 million ("Repurchase Program"). The Repurchase Program was announced on May 26, 2022 and will be effective until March 31, 2023. We may repurchase shares from time to time in open market transactions, through privately negotiated transactions or otherwise in accordance with applicable federal securities laws. The amount and timing of repurchases will depend upon market conditions and other factors including price. The Repurchase Program does not obligate us to acquire any particular amount of stock, and it may be terminated, modified, or suspended at any time at our discretion. The Repurchase Program commenced on July 5, 2022 upon the completion of the Exchange of our Public Warrants. As of December 31, 2022, we have repurchased 4.3 million shares of our Class A Common Stock for $32.5 million under the Repurchase Program. The share repurchases are accounted for as Treasury stock in the Consolidated Balance Sheets.

Redeemable noncontrolling Interests

12 Months Ended

Dec. 31, 2022

Noncontrolling Interest [Abstract]

Non-Controlling Interest

15. Redeemable noncontrolling Interests

As of December 31, 2022, Hoya Topco held 100% of the Class B common stock in VSI and owned 59.5% of the Intermediate Units. Hoya Topco has the right to exchange its Intermediate Units for shares of VSI Class A common stock on a one-to-one basis or cash proceeds of equal value at the time of redemption. The option to redeem Intermediate Units for cash proceeds must be approved by the Board of VSI, which as of December 31, 2022, is controlled by investors in Hoya Topco. The ability to put Intermediate Units is solely within the control of the holder

of the redeemable noncontrolling interests. If Hoya Topco elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A common stock and subject to our Board's approval.

Net income (loss) attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate's net income (loss) incurred in the period by Hoya Topco's weighted average percentage allocation of Intermediate Units during the period. Refer to Note 21, Earnings per Share, for computation of net income (loss) attributable to redeemable noncontrolling interests.

Equity-Based Compensation

12 Months Ended

Dec. 31, 2022

Equity-Based Compensation

20. Equity-Based Compensation

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

RSUs

We award RSUs to our employees, directors and consultants. RSUs vest generally over periods from one to three years from issuance. We account for forfeitures of outstanding, but unvested grants, in the period they occur.

A summary of activity for RSUs is as follows (in thousands):


	Shares			Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2021		1,378		$	12.86
Granted		1,787			9.92
Forfeited		(290	)		11.24
Vested		(324	)		12.86
Unvested at December 31, 2022		2,551		$	10.99

Stock options

On October 19, 2021, we granted 3.1 million stock options at an exercise price of $13.09 and 1.0 million stock options at an exercise price of $15.00 to certain employees. The fair value of stock options granted during 2021 is estimated on the grant date using the Hull-White model. On March 11 ,2022, we granted 2.6 million stock options at an exercise price of $10.26 and grant fair value of $3.99 per option, and on November 11, 2022, we granted 0.1 million stock options at an exercise price of $8.22 and grant fair value of $3.66, to certain employees. The fair value of stock options granted during 2022 is estimated on the grant date using the Black-Scholes model.

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 service through the applicable vesting date.

The following assumptions were used to calculate the fair value of our stock awards:


	November 11, 2022			March 11, 2022			October 19, 2021
Estimated volatility		40.0	%		37.5	%		28.0	%
Expected term (years)		5.9			5.9			10.0
Risk-free rate		3.9	%		2.0	%		1.7	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

A summary of activity for stock options is as follows (in thousands):


	Outstanding Options			Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		4.1		$	13.39
Granted		2.7			10.17
Forfeited		(0.6	)		12.03
Expired		(0.1	)		13.39
Outstanding at December 31, 2022		6.1		$	12.09		9	$	—
Vested and exercisable at December 31, 2022		1.0		$	13.38		9	$	—

No options were vested and exercisable as of December 31, 2021. The weighted-average grant-date fair value per stock options outstanding as of December 31, 2022 and 2021 was $3.82 and $3.71, respectively. The weighted-average grant-date fair value for stock options forfeited was $3.83 during the year ended December 31, 2022. The weighted-average grant-date fair value for stock options vested was $3.71 during the year ended December 31, 2022. During 2022, the total fair value of options vested was $3.5 million.

Profits interest and Phantom Units

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

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

The following table summarizes the Hoya Topco Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2022, 2021, and 2020:


	Class B-1 Units					Class D Units					Class E Units
	Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units		Weighted Average Grant Date Fair Value
Balances at January 1, 2020		—			—		832,510		$	15.63		500,765	$	25.46
Units granted		905,000			2.32		1,755,000			0.89		—		—
Units repurchased		—			—		(97,604	)		15.95		—		—
Units forfeited		(50,000	)		2.32		(441,666	)		7.81		—		—
Balances at December 31, 2020		855,000		$	2.32		2,048,240		$	4.67		500,765	$	25.46
Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		(10,000	)		2.32		(60,400	)		7.01		—		—
Balances at December 31, 2021		845,000		$	2.32		1,987,840		$	4.60		500,765	$	25.46
Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		(9,000	)		2.32		(35,510	)		2.91		—		—
Balances at December 31, 2022		836,000		$	2.32		1,952,330		$	4.60		500,765	$	25.46

Compensation expense

For the years ended December 31, 2022, 2021 and 2020, equity-based compensation expense related to RSUs was $8.4 million, $0.8 million and zero, respectively. Unrecognized compensation expense relating to unvested RSUs as of December 31, 2022, was approximately $26.6 million, which is expected to be recognized over a weighted average period of approximately three years.

For the years ended December 31, 2022, 2021 and 2020, equity-based compensation expense related to stock options was $6.2 million, $0.8 million and zero, respectively. Unrecognized compensation expense relating to unvested stock options as of December 31, 2022, was approximately $19.1 million, which is expected to be recognized over a weighted average period of approximately three years.

For the years ended December 31, 2022, 2021 and 2020, equity-based compensation expense related to profit interests was $4.5 million, $4.4 million and $4.3 million, respectively. Unrecognized compensation expense as of December 31, 2022 related to these incentive units was $4.5 million, which is expected to be recognized over a weighted average period of approximately two years.

For the year ended December 31, 2022, equity-based compensation expense excludes $0.1 million related to capitalized development costs.

Our Board declared a special dividend of $0.23 per share to holders of Class A common stock on October 18, 2021, which we paid on November 2, 2021. On November 2, 2021, the exercise price of outstanding options was modified and reduced by the same $0.23 per share. The amount recognized in the compensation expense relating to stock option modifications for the year ended December 31, 2021 is immaterial.

Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

21. Earnings Per Share

We calculate basic and diluted net income (loss) per share of Class A common stock in accordance with ASC 260, Earnings per Share. Class B common stock does not have economic rights in VSI 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. However, holders of Class B common stock are allocated income in Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter.

Net loss attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate's net income (loss) incurred in each quarterly period by Hoya Topco's weighted average percentage ownership of Intermediate Units during the period.

The following table provides the net income (loss) attributable to Hoya Topco's redeemable noncontrolling interest for the year ended December 31, 2022 and the period from October 18, 2021 to December 31, 2021:


	2022			2021
Net income (loss)—Hoya Intermediate	$	70,794		$	(5,024	)
Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income (loss)		59.5	%		59.9	%
Net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests	$	42,117		$	(3,010	)

Net income (loss) to Class A common stock–basic is calculated by subtracting the portion of Hoya Intermediate's net loss attributable to redeemable noncontrolling interests from our total net loss, which includes our net loss for activities outside of our investment in Hoya Intermediate as well as the full results of Hoya Intermediate on a consolidated basis.

Net income (loss) per Class A common stock–diluted is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable. Net income (loss) attributable to Class A common stockholders–diluted is adjusted for our share of Hoya Intermediate’s consolidated net loss after giving effect to Intermediate Units that convert into potential shares of Class A common stock, to the extent it is dilutive. In addition, Net income (loss) attributable to Class A common stockholders–diluted is adjusted for the impact of changes in the fair value of Hoya Intermediate Warrants, to the extent they are dilutive.

The following tables set forth the computation of basic and diluted net income (loss) per share of Class A common stock for the year ended December 31, 2022 and the period from October 18, 2021 to December 31, 2021 where we had Class A and Class B common stock outstanding (in thousands, except share and per share data):


	2022			2021
Numerator—basic:
Net income (loss)	$	70,779		$	(6,293	)
Less: (Income) loss attributable to redeemable noncontrolling interests		(42,117	)		3,010
Net income (loss) attributable to Class A Common Stockholders—basic		28,662			(3,283	)
Denominator—basic:
Weighted average Class A common stock outstanding—basic		80,257,247			77,498,775
Net income (loss) per Class A common stock—basic	$	0.36		$	(0.04	)

Numerator—diluted:
Net income (loss) attributable to Class A Common Stockholders—basic	$	28,662		$	(3,283	)
Net income (loss) effect of dilutive securities:
Effect of dilutive Exercise Warrants		55			—
Effect of dilutive RSUs		6			—
Effect of dilutive noncontrolling interests		42,056			—
Effect of dilutive Hoya Intermediate Warrants		—			(123	)
Net income (loss) attributable to Class A Common Stockholders—diluted		70,779			(3,406	)
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		80,257,247			77,498,775
Weighted average effect of dilutive securities:
Effect of dilutive Exercise Warrants		258,906			—
Effect of dilutive RSUs		28,228			—
Effect of dilutive noncontrolling interests		118,200,000			—
Weighted average Class A common stock outstanding—diluted		198,744,381			77,498,775
Net income (loss) per Class A common stock—diluted	$	0.36		$	(0.04	)

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:


	2022		2021
RSUs		1,224,919		1,378,111
Stock options		6,300,837		4,061,486
Public Warrants and Private Warrants		13,286,644		24,652,569
Exercise Warrants		17,000,000		34,000,000
Hoya Intermediate Warrants		6,000,000		4,000,000
Shares of Class B common stock		—		118,200,000

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

Related-Party Transactions

12 Months Ended

Dec. 31, 2022

RELATED-PARTY TRANSACTIONS

18. Related-Party Transactions

Vivid Cheers Inc.

In December 2020, Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code. Vivid Cheers’ mission is to support causes and organizations dedicated to healthcare, education, and support of workers in the live events industry during times of

need. We have the right to elect the Board of Directors of Vivid Cheers, which currently comprises our executives. We do not have a controlling financial interest in Vivid Cheers, and accordingly, do not consolidate Vivid Cheers’ statement of activities with its financial results. We made charitable contributions of $0.6 million and $2.4 million for the years ended December 31, 2022 and 2021, respectively to Vivid Cheers. We had no accrued charitable contributions payable as of December 31, 2022 and had $1.3 million of accrued charitable contributions payable as of December 31, 2021, which is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheet.

Viral Nation Inc.

Viral Nation Inc. ("Viral Nation") is a marketing agency that creates viral and social media influencer campaigns and provides advertising, marketing, and technology services. Todd Boehly, a member of our Board, is the co-founder, Chairman and CEO of Eldridge Industries, which owns in excess of 25% of Viral Nation. We incurred an expense of $0.8 million and $0.2 million for the years ended December 31, 2022 and 2021, respectively, which is presented in Marketing and selling expenses in the Consolidated Statements of Operations.

Rolling Stone

Rolling Stone is a high-profile magazine and media platform that focuses on music, film, TV, and news coverages. Todd Boehly, a member of our Board, is the co-founder, Chairman and CEO of Eldridge Industries, which owns in excess of 20% of Rolling Stone. We incurred an expense of $0.9 million and $0.1 million as part of our multifaceted partnership with Rolling Stone for the years ended December 31, 2022 and 2021, respectively, which is presented in Marketing and selling expenses in the Consolidated Statements of Operations.

Khoros, LLC

Khoros, LLC ("Khoros") is a social media engagement and management platform. Martin Taylor, a member of our Board, is a principal at Vista Equity Partners, which is one of our investors and a majority owner of Khoros. We incurred an expense of $0.1 million and zero for the years ended December 31, 2022 and 2021, respectively, which is presented in General and administrative expenses in the Consolidated Statements of Operations.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Vivid Seats Inc

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

Use of Estimates

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

Cash and Cash Equivalents

Restricted Cash

Restricted Cash—Restricted cash consists of funds reserved for Vivid Picks account balances, which are required to remain separate from our operational funds and are reserved for users.

Accounts Receivable and Credit Policies

Write-offs were $4.9 million, $1.0 million, and less than $0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Inventory

Property and Equipment

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


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

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

Long-Lived Assets Impairment Assessments

Goodwill and Intangible Assets

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


Asset Class		Useful Life
Non-competition agreements		3 years
Supplier relationships		4 years
Developed technology		3-5 years
Customer relationships		2-5 years

Capitalized Development Costs

Accrued Customers Credits

Accrued Future Customer Compensation

Income Taxes

Debt

Fair Value of Financial Instruments

Level 1—Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Measurements that include other inputs that are directly or indirectly observable in the marketplace.

Warrants

Redeemable noncontrolling interests

Offering costs

Equity-Based Compensation

Segment Reporting

Revenue Recognition

Marketplace

Resale

When our Resale business sells a ticket in our own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues.

Deferred Revenue

Sales Tax

Advertising Costs

Shipping and Handling

Recent Accounting Pronouncements

Issued accounting standards adopted

Leases

Financial Instruments Credit Losses

Reference Rate Reform

Background, Description of Business and Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summery of correction in Cash Flows statement [Table Text Block]

The impact of this correction in the Consolidated Statement of Cash Flows for the year ended December 31, 2021 is as follows:


	As Reported			As Restated
Cash flows from operating activities
Deferred paid-in-kind interest paid on May 2020 Loan	$	—		$	(44,141	)
Net cash provided by operating activities		219,931			175,790
Cash flows from financing activities
Payments of May 2020 First Lien Loan		(304,141	)		(260,000	)
Net cash (used in) provided by financing activities		(6,113	)		38,028
Supplemental disclosure of cash flow information:
Cash paid for interest		28,595			72,736

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

12 Months Ended

Dec. 31, 2022

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

Schedule of Estimated Useful Life

Depreciation is computed using the straight-line method over the following estimated useful lives:


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

Schedule of Definite-Lived Intangible Assets Amortized

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


Asset Class		Useful Life
Non-competition agreements		3 years
Supplier relationships		4 years
Developed technology		3-5 years
Customer relationships		2-5 years

Business Acquisition (Tables)

12 Months Ended

Dec. 31, 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

Schedule of Components of Intangible Assets Acquired

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


	Cost		Estimated Useful Life
Customer relationships		1,530	2 years
Developed technology		2,900	5 years
Total acquired intangible assets	$	4,430

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2022

Disaggregation of Revenue [Line Items]

Schedule Of Market Place Revenues

During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the following (in thousands):


	2022		2021		2020
Marketplace revenues:
Owned Properties	$	400,413	$	308,226	$	24,188
Private Label		110,681		81,442		(907	)
Total Marketplace revenues	$	511,094	$	389,668	$	23,281

During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the following event categories (in thousands):


	2022		2021		2020
Marketplace revenues:
Concerts	$	251,423	$	171,149	$	15,775
Sports		196,467		175,471		3,484
Theater		61,483		41,745		3,759
Other		1,721		1,303		263
Total Marketplace revenues	$	511,094	$	389,668	$	23,281

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2022

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

Schedule of Segment Information

The following table represents our segment information for the year ended December 31, 2022 (in thousands):


	Marketplace		Resale		Consolidated
Revenues	$	511,094	$	89,180	$	600,274
Cost of revenues (exclusive of depreciation and amortization shown separately below)		73,126		67,382		140,508
Marketing and selling		248,375		—		248,375
Contribution margin	$	189,593	$	21,798		211,391
General and administrative						127,619
Depreciation and amortization						7,732
Change in fair value of contingent consideration						(2,065	)
Income from operations						78,105
Interest expense – net						12,858
Loss on extinguishment of debt						4,285
Other income						(8,227	)
Income before income taxes					$	69,189

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


	Marketplace		Resale		Consolidated
Revenues	$	389,668	$	53,370	$	443,038
Cost of revenues (exclusive of depreciation and amortization shown separately below)		51,702		38,915		90,617
Marketing and selling		181,358		—		181,358
Contribution margin	$	156,608	$	14,455		171,063
General and administrative						92,170
Depreciation and amortization						2,322
Income from operations						76,571
Interest expense – net						58,179
Loss on extinguishment of debt						35,828
Other expenses						1,389
Loss before income taxes					$	(18,825	)

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


	Marketplace			Resale		Consolidated
Revenues	$	23,281		$	11,796	$	35,077
Cost of revenues (exclusive of depreciation and amortization shown separately below)		13,741			10,949		24,690
Marketing and selling		38,121			—		38,121
Contribution margin	$	(28,581	)	$	847		(27,734	)
General and administrative							66,199
Depreciation and amortization							48,247
Impairment charges							573,838
Loss from operations							(716,018	)
Interest expense - net							57,482
Loss on extinguishment of debt							685
Net loss						$	(774,185	)

Impairments (Tables) - Hoya Intermediate, LLC

12 Months Ended

Dec. 31, 2022

Acquired Finite-Lived Intangible Assets [Line Items]

Summary of Impairment Charges

The following summarizes the impairment charges recorded by us during the year ended December 31, 2020 (in thousands):


Goodwill	$	377,101
Indefinite-lived trademark		78,734
Definite-lived intangible assets		107,365
Property and equipment		3,670
Personal seat licenses		6,968
Total impairment charges	$	573,838

Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement


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

Changes in Significant Unobservable Inputs

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


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

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


	2022		2021
Computer equipment	$	1,935	$	568
Furniture		1,625		—
Leasehold Improvements		7,467		—
Construction in progress		—		564
Total property and equipment		11,027		1,132
Less: accumulated depreciation		596		50
Total property and equipment – net	$	10,431	$	1,082

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 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, 2021	$	2,358		$	64,666	$	683,327
Acquisition		5,320			—		34,877
Capitalized development costs		8,438			—		—
Amortization		(2,271	)		—		—
Balance at December 31, 2021		13,845			64,666		718,204
Acquisition adjustment		(890	)		—		(2,946	)
Capitalized development costs		11,763			—		—
Disposals		(259	)		—		—
Amortization		(7,149	)		—		—
Balance at December 31, 2022	$	17,310		$	64,666	$	715,258

Summary of Estimated Future Amortization Expenses

The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2022 is as follows (in thousands):


Future amortization expense:
2023	$	8,589
2024		5,820
2025		2,321
2026		580
2027		—
Total	$	17,310

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

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

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets at December 31, 2022 and 2021 consist of the following (in thousands):


	2022		2021
Recovery of future customer compensation	$	23,311	$	58,319
Prepaid expenses		6,032		9,573
Other current assets		569		4,612
Total prepaid expenses and other current assets	$	29,912	$	72,504

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Future lease payments

Future lease payments at December 31, 2022 are as follows (in thousands):


	Operating Leases
2023		906
2024		2,030
2025		2,450
2026		2,471
2027		2,436
2028		2,486
Thereafter		9,817
Total remaining lease payments		22,596
Less: Imputed interest		7,104
Present value of lease liabilities	$	15,492

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

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

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

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at December 31, 2022 and 2021 consist of the following (in thousands):


	2022		2021
Accrued marketing expense	$	26,873	$	27,304
Accrued taxes		542		9,332
Accrued customer credits		88,167		119,355
Accrued future customer compensation		30,181		73,959
Accrued contingencies		5,898		12,686
Accrued payroll		10,660		9,286
Other current liabilities		19,649		29,234
Total accrued expenses and other current liabilities	$	181,970	$	281,156

Debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Summary of Outstanding Debt

Our outstanding debt at December 31, 2022 and 2021 is comprised of the following (in thousands):


	2022			2021
June 2017 First Lien Loan	$	—		$	465,712
February 2022 First Lien Loan		272,938			—
Total long-term debt, gross		272,938			465,712
Less: unamortized debt issuance costs		(5,290	)		(5,580	)
Total long-term debt, net of issuance costs		267,648			460,132
Less: current portion		(2,750	)		—
Total long-term debt, net	$	264,898		$	460,132

Summary of Future Maturities of Outstanding Debt

Future maturities of our outstanding debt, excluding interest, as of December 31, 2022 were as follows (in thousands):


2023	$	2,750
2024		2,750
2025		2,750
2026		2,750
2027		2,750
Thereafter		259,188
Total	$	272,938

Financial Instruments (Tables) - Subsidiaries [Member]

12 Months Ended

Dec. 31, 2022

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

Summary of Effects of Hedge Accounting and Interest Rate Swaps

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


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

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


	Interest rate swaps			Interest rate cap			Total
Beginning accumulated derivative loss in AOCL	$	(887	)	$	(1,030	)	$	(1,917	)
Amount of gain recognized in AOCL		887			—			887
Less: Amount of loss reclassified from AOCL to income		—			(208	)		(208	)
Ending accumulated derivative loss in AOCL	$	—		$	(822	)	$	(822	)

Schedule of Option Contingent Warrants Valuation Assumptions

The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants at December 31, 2022 and 2021:


	2022			2021
Estimated volatility		39.0	%		36.0	%
Expected term (years)		8.8			9.8
Risk-free rate		3.9	%		1.5	%
Expected dividend yield		0.0	%		0.0	%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Loss from Continuing Operations Before Income Taxes

Components of (loss) income from continuing operations before income taxes for the years ended December 31 were as follows (in thousands):


	2022		2021			2020
United States	$	68,416	$	(17,859	)	$	(763,664	)
Foreign		773		(966	)		(10,521	)
Total (loss) income before income taxes	$	69,189	$	(18,825	)	$	(774,185	)

Schedule of Components of Income Tax Expense

During the years ended December 31, 2022 and 2021, significant components of income tax (expense) benefit were as follows (in thousands):


	2022			2021
Current
U.S. Federal	$	15		$	—
State & Local		248			304
Foreign		—			—
Total current income tax expense (benefit)		263			304
Deferred
U.S. Federal		—			—
State & Local		—			—
Foreign		(1,853	)		—
Total deferred income tax expense (benefit)		(1,853	)		—
Total income tax expense (benefit)	$	(1,590	)	$	304

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% for 2022 and 2021 to our income tax (expense) benefit was as follows:


	2022			2021
At U.S. statutory tax rate		21.0	%		21.0	%
State income taxes		1.8	%		(1.1	)%
Foreign rate differential		0.1	%		0.3	%
Pass-through loss / (income)		—	%		(14.3	)%
Noncontrolling interest		(12.3	)%		(2.7	)%
Change in valuation allowance		(23.1	)%		(3.5	)%
Deferred tax partnership adjustment		10.1	%		—	%
Warrants remeasurement		—	%		(1.4	)%
Research & Development Credit		(0.5	)%		—	%
Other		0.6	%		0.1	%
Total income tax expense (benefit)		(2.3	)%		(1.6	)%

Schedule of Deferred Tax Assets and Liabilities

As of December 31, 2022 and 2021, our deferred tax balances consisted of the following (in thousands):


	2022			2021
Deferred Tax Assets
Net operating loss	$	12,740		$	9,670
Interest carryforwards		15,919			15,206
Investment in partnerships		91,302			120,706
Other		748			132
Total deferred tax assets		120,709			145,714
Valuation allowance		(118,734	)		(145,668	)
Total deferred tax assets net of valuation allowance		1,975			46
Deferred Tax Liabilities
Other		122			46
Total Deferred Tax Liabilities		122			46
Net Deferred Tax Assets / (Liabilities)	$	1,853		$	—

Summary Of Valuation Allowance

The deferred tax asset valuation allowance and changes were as follows (in thousands):


	2022			2021
Balance at beginning of period	$	145,668		$	1,828
Other(1)		(6,154	)		—
Charged to costs and expenses		(15,961	)		646
(Credited) charged to other accounts		(4,819	)		143,194
Deductions		—			—
Ending balance	$	118,734		$	145,668

Summary of Unrecognized Tax Benefits

Our unrecognized tax benefits which relate to a tax refund are as follows:


	2022
Balance at beginning of the year	$	—
Tax positions taken in the prior year		7,500
Balance at end of the year	$	7,500

Fair Value (Tables) - Hoya Intermediate, LLC

12 Months Ended

Dec. 31, 2022

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

Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement


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

Changes in Significant Unobservable Inputs

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


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

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

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

Summary of Activity for RSUs

A summary of activity for RSUs is as follows (in thousands):


	Shares			Weighted-Average Grant Date Fair Value Per Share
Unvested at December 31, 2021		1,378		$	12.86
Granted		1,787			9.92
Forfeited		(290	)		11.24
Vested		(324	)		12.86
Unvested at December 31, 2022		2,551		$	10.99

Summary of Activity for Stock Option

A summary of activity for stock options is as follows (in thousands):


	Outstanding Options			Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		4.1		$	13.39
Granted		2.7			10.17
Forfeited		(0.6	)		12.03
Expired		(0.1	)		13.39
Outstanding at December 31, 2022		6.1		$	12.09		9	$	—
Vested and exercisable at December 31, 2022		1.0		$	13.38		9	$	—

Fair Value Assumptions for Stock Option at the Date of Grant

The following assumptions were used to calculate the fair value of our stock awards:


	November 11, 2022			March 11, 2022			October 19, 2021
Estimated volatility		40.0	%		37.5	%		28.0	%
Expected term (years)		5.9			5.9			10.0
Risk-free rate		3.9	%		2.0	%		1.7	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

Hoya Topco, LLC

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

Summary of Activity for Unit Awards

The following table summarizes the Hoya Topco Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2022, 2021, and 2020:


	Class B-1 Units					Class D Units					Class E Units
	Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units		Weighted Average Grant Date Fair Value
Balances at January 1, 2020		—			—		832,510		$	15.63		500,765	$	25.46
Units granted		905,000			2.32		1,755,000			0.89		—		—
Units repurchased		—			—		(97,604	)		15.95		—		—
Units forfeited		(50,000	)		2.32		(441,666	)		7.81		—		—
Balances at December 31, 2020		855,000		$	2.32		2,048,240		$	4.67		500,765	$	25.46
Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		(10,000	)		2.32		(60,400	)		7.01		—		—
Balances at December 31, 2021		845,000		$	2.32		1,987,840		$	4.60		500,765	$	25.46
Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		(9,000	)		2.32		(35,510	)		2.91		—		—
Balances at December 31, 2022		836,000		$	2.32		1,952,330		$	4.60		500,765	$	25.46

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of net loss attributable to redeemable noncontrolling interests


	2022			2021
Net income (loss)—Hoya Intermediate	$	70,794		$	(5,024	)
Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income (loss)		59.5	%		59.9	%
Net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests	$	42,117		$	(3,010	)

Schedule of Earnings Per Share, Basic and Diluted


	2022			2021
Numerator—basic:
Net income (loss)	$	70,779		$	(6,293	)
Less: (Income) loss attributable to redeemable noncontrolling interests		(42,117	)		3,010
Net income (loss) attributable to Class A Common Stockholders—basic		28,662			(3,283	)
Denominator—basic:
Weighted average Class A common stock outstanding—basic		80,257,247			77,498,775
Net income (loss) per Class A common stock—basic	$	0.36		$	(0.04	)

Numerator—diluted:
Net income (loss) attributable to Class A Common Stockholders—basic	$	28,662		$	(3,283	)
Net income (loss) effect of dilutive securities:
Effect of dilutive Exercise Warrants		55			—
Effect of dilutive RSUs		6			—
Effect of dilutive noncontrolling interests		42,056			—
Effect of dilutive Hoya Intermediate Warrants		—			(123	)
Net income (loss) attributable to Class A Common Stockholders—diluted		70,779			(3,406	)
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		80,257,247			77,498,775
Weighted average effect of dilutive securities:
Effect of dilutive Exercise Warrants		258,906			—
Effect of dilutive RSUs		28,228			—
Effect of dilutive noncontrolling interests		118,200,000			—
Weighted average Class A common stock outstanding—diluted		198,744,381			77,498,775
Net income (loss) per Class A common stock—diluted	$	0.36		$	(0.04	)

Summary of Potentially Dilutive Securities


	2022		2021
RSUs		1,224,919		1,378,111
Stock options		6,300,837		4,061,486
Public Warrants and Private Warrants		13,286,644		24,652,569
Exercise Warrants		17,000,000		34,000,000
Hoya Intermediate Warrants		6,000,000		4,000,000
Shares of Class B common stock		—		118,200,000

Background, Description of Business and basis of presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 18, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents		$ 251,542	$ 489,530
Merger Transaction fees	$ 54,300
Stock value issued for exercise of warrants		1,000,000
Acquisition of noncontrolling interests from Business Transaction			32,700
Dividends, Paid-in-kind		$ 0	44,141	$ 0
Maximum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 15.00
Minimum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		10.00
May 2022 First Lien Loan [Member]
Defined Benefit Plan Disclosure [Line Items]
Dividends, Paid-in-kind			$ 44,100
Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	29,431,260
Stock value issued for exercise of warrants	6,519,791
Warrant exercise price per share	$ 11.50
Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	118,200,000
$10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		10
$15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 15.00	$ 15.00
Horizon Sponsor LLC
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents	$ 293,200
Stock issued during period, values	475,200
Repayments of debt	482,400
Acquisition of noncontrolling interests from Business Transaction	$ 18,700	$ 15,500
Horizon Sponsor LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	50,000
Stock Issued During Period, Shares, New Issues	47,517,173
Horizon Sponsor LLC \| $10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 10
Horizon Sponsor LLC \| $10 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		17,000,000
Warrant exercise price per share	$ 10.00	$ 10.00
Horizon Sponsor LLC \| $15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		17,000,000
Warrant exercise price per share		$ 15
Hoya Intermediate, LLC
Defined Benefit Plan Disclosure [Line Items]
Redemption of preferred units	$ 236,000
Stock value issued for exercise of warrants	1,000,000
Hoya Intermediate, LLC \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 15.00
Hoya Intermediate, LLC \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 10.00
Hoya Intermediate, LLC \| $10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		10.00
Hoya Intermediate, LLC \| $15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 15.00
Public Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	18,132,776
Warrant exercise price per share	$ 11.50
Public Warrants \| Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	6,000,000
Warrant exercise price per share	$ 0.001
Public Warrants \| Horizon Sponsor LLC
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		5,166,666
Public Warrants \| Horizon Sponsor LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares		18,132,776
Public Warrants \| Horizon Sponsor LLC \| $10 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	17,000,000
Public Warrants \| Horizon Sponsor LLC \| $15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	17,000,000
Public Warrants \| Hoya Intermediate, LLC
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 10.00
Public Warrants \| Hoya Intermediate, LLC \| Common Units
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 15.00

Background, Description of Business and Basis of Presentation - Summery of correction in the Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Deferred paid-in-kind interest paid on May 2020 First Lien Loan	$ 0	$ 44,141	$ 0
Net cash provided by (used in) operating activities	14,375	175,790	(33,892)
Cash flows from financing activities
Net cash (used in) provided by financing activities	(236,480)	38,028	245,545
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 14,794	72,736	$ 34,592
As Reported
Cash flows from operating activities
Deferred paid-in-kind interest paid on May 2020 First Lien Loan		0
Net cash provided by (used in) operating activities		219,931
Cash flows from financing activities
Payments of May 2020 First Lien Loan		(304,141)
Net cash (used in) provided by financing activities		(6,113)
Supplemental disclosure of cash flow information:
Cash paid for interest		28,595
As Restated
Cash flows from operating activities
Deferred paid-in-kind interest paid on May 2020 First Lien Loan		(44,141)
Net cash provided by (used in) operating activities		175,790
Cash flows from financing activities
Payments of May 2020 First Lien Loan		260,000
Net cash (used in) provided by financing activities		38,028
Supplemental disclosure of cash flow information:
Cash paid for interest		$ 72,736

Summary of Significant Accounting Policies (Additional Information) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jan. 01, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable	$ 1,000	$ 7,200
Allowance for doubtful accounts	100	1,400
Bad deb, Write-offs	4,900	1,000	$ 100
Inventory write down	$ 5,000	2,100	1,600
Useful life	3 years
Number of operating segments \| Segment	2
Number of reportable segments \| Segment	2
Advertisement expenses	$ 247,300	180,700	$ 37,500
Tax benefit percent under tax receivable agreement	85.00%
Acquisition of noncontrolling interests from Business Transaction		32,700
Gross proceeds		20,200
Recognized operating lease assets				$ 6,600
Total operating lease liabilities	$ 22,596			8,100
Right of use assets adjusted balance				1,500
Distribution Partners
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable	11,700	14,500
Allowance for doubtful accounts	$ 3,600	1,600
Class A Common Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion Basis	one-to-one
Hoya Intermediate, LLC \| Redeemable Noncontrolling Interests [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity Method Investment, Ownership Percentage	40.50%
Other Current Liabilities [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total operating lease liabilities				$ 3,000
Options [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Vesting period	3 years
Covid-19
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable	$ 18,900	$ 9,500

Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	5 years
Purchased Software [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	7 years

Summary of Significant Accounting Policies - Estimated Useful Lives of Definite Lived Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years
Non Competition Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years
Supplier Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	4 years
Developed Technology [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years
Developed Technology [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	5 years
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	2 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	5 years

Business Acquisition (Additional Information) (Details) - USD ($) $ in Thousands			12 Months Ended
	Dec. 13, 2021	Oct. 18, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Accrued expenses and other current liabilities			$ 181,970	$ 281,156
Cash Earnouts			1,100
Future milestone payments			5,900
Goodwill			715,258	$ 718,204	$ 377,100
Class A Common Stock
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions		29,431,260
Future milestone payments			$ 1,100
Future Milestone Payments, Shares			300,000
Betcha
Business Acquisition [Line Items]
Acquisition Date	Dec. 13, 2021
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Purchase Price Consideration	$ 34,935
Cash consideration	759
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	21,306		$ 2,600
Cash Earnouts	3,400		2,100
Future milestone payments	9,500		2,500
Fair value of milestone payments	9,470
Definite-lived intangible assets			900
Goodwill	31,931		$ 2,900
Betcha \| Class A Common Stock
Business Acquisition [Line Items]
Cash consideration	$ 800
Stock Issued During Period, Shares, Acquisitions	2,100,000

Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 13, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Accounts receivable	$ 36,531	$ 36,124
Prepaid expenses and other current assets	29,912	72,504
Goodwill	715,258	718,204		$ 377,100
Accrued expenses and other current liabilities	(19,649)	$ (29,234)
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 Consideration Paid (Details) - Betcha - USD ($) $ in Thousands		12 Months Ended
	Dec. 13, 2021	Dec. 31, 2022
Business Acquisition [Line Items]
Fair value of common stock	$ 21,306	$ 2,600
Cash consideration	759
Fair value of milestone payments	9,470
Fair value of earnouts	3,400
Total purchase consideration	$ 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 [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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Marketplace revenues:
Total Marketplace revenues	$ 511,094	$ 389,668	$ 23,281
Owned Properties
Marketplace revenues:
Total Marketplace revenues	400,413	308,226	24,188
Private Label
Marketplace revenues:
Total Marketplace revenues	110,681	81,442	(907)
Concerts
Marketplace revenues:
Total Marketplace revenues	251,423	171,149	15,775
Sports
Marketplace revenues:
Total Marketplace revenues	196,467	175,471	3,484
Theater
Marketplace revenues:
Total Marketplace revenues	61,483	41,745	3,759
Other
Marketplace revenues:
Total Marketplace revenues	$ 1,721	$ 1,303	$ 263

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from Related Parties	$ 89,200	$ 53,400	$ 11,800
Deferred revenue	31,983	25,139
Deferred Revenue, Revenue Recognized	$ 16,200
Deferred revenue, recognized period	next seven years
Minimum
Disaggregation of Revenue [Line Items]
Stamp Expiration Term	2 years
Credits Expiration Term	2 years
Maximum
Disaggregation of Revenue [Line Items]
Stamp Expiration Term	3 years
Credits Expiration Term	4 years
Hoya Intermediate, LLC
Disaggregation of Revenue [Line Items]
Deferred revenue			$ 6,000
Deferred Revenue, Revenue Recognized		$ 3,300

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Depreciation and amortization		$ 7,732	$ 2,322	$ 48,247
Impairment charges		0	0	573,838
Loss on extinguishment of debt		(4,285)	(35,828)	(685)
Net income (loss) attributable to Class A Common Stockholders	$ (5,024)	70,794
Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues		600,274	443,038	35,077
Cost of revenues (exclusive of depreciation and amortization shown separately below)		140,508	90,617	24,690
General and administrative		127,619	92,170	66,199
Depreciation and amortization		7,732	2,322	48,247
Impairment charges		0	0	573,838
Income (loss) from operations		78,105	76,571	(716,018)
Interest expense – net		12,858	58,179	57,482
Loss on extinguishment of debt		(4,285)	(35,828)	(685)
Other (income) expenses		8,227	(1,389)	0
Net income (loss) attributable to Class A Common Stockholders		28,662	(3,283)	0
Marketplace \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues		511,094	389,668	23,281
Cost of revenues (exclusive of depreciation and amortization shown separately below)		73,126	51,702	13,741
Marketing and selling expenses		248,375	181,358	38,121
Contribution Margin		189,593	156,608	(28,581)
Resale \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues		89,180	53,370	11,796
Cost of revenues (exclusive of depreciation and amortization shown separately below)		67,382	38,915	10,949
Marketing and selling expenses		0	0	0
Contribution Margin		21,798	14,455	847
Consolidated \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues		600,274	443,038	35,077
Cost of revenues (exclusive of depreciation and amortization shown separately below)		140,508	90,617	24,690
Marketing and selling expenses		248,375	181,358	38,121
Change in fair value of contingent consideration		(2,065)
Contribution Margin		211,391	171,063	(27,734)
General and administrative		127,619	92,170	66,199
Depreciation and amortization		7,732	2,322	48,247
Impairment charges				573,838
Income (loss) from operations		78,105	76,571	(716,018)
Interest expense – net		12,858	58,179	57,482
Loss on extinguishment of debt		4,285	35,828	685
Other (income) expenses		(8,227)	1,389
Net income (loss) attributable to Class A Common Stockholders		$ 69,189	$ (18,825)	$ (774,185)

Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Impairment	$ 563,200	$ 563,200
Indefinite-lived trademark				$ 78,700
Carrying Amount of Definite Lived Intangible Assets	17,310
Property and equipment	$ 596	$ 50
Hoya Intermediate, LLC
Acquired Finite-Lived Intangible Assets [Line Items]
Impairment			$ 377,101
Indefinite-lived trademark			78,734
Carrying Amount of Definite Lived Intangible Assets			107,365
Property and equipment			3,670
Personal seat licenses			6,968
Total impairment charges			$ 573,838

Impairments - Significant Unobservable Inputs for Level 3 Fair Value Measurement (Details) - Hoya Intermediate, LLC - Nonrecurring - Level 3	Dec. 31, 2022
Discount Rate \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	0.125
Discount Rate \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	0.135
Discount Rate \| Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	(0.130)
Long-term Growth Rate \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	0.025
Long-term Growth Rate \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	0.035
Long-term Growth Rate \| Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	(0.030)

Impairments - Changes in Significant Unobservable Inputs (Details) - Hoya Intermediate, LLC - Nonrecurring $ in Thousands	Dec. 31, 2022 USD ($)
Discount Rate \| Trademarks [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
50 basis point increase in discount rate	$ (3,935)
Discount Rate \| Goodwill [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
50 basis point increase in discount rate	(37,680)
Long-term Growth Rate \| Trademarks [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
50 basis point decrease in long-term growth rate	(2,298)
Long-term Growth Rate \| Goodwill [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
50 basis point decrease in long-term growth rate	$ (21,344)

Impairments - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Royalty Rate	2.00%
Impairment of definite-lived intangible assets		$ 17,310
Impairment charge of indefinite-lived trademark	$ 78,700
Impairment charges		563,200	$ 563,200
Indefinite-Lived Intangible Assets (Excluding Goodwill)		118,000
Intangible Assets, Net (Including Goodwill)	683,300			$ 0
Goodwill	$ 377,100	715,258	$ 718,204
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Impairment of definite-lived intangible assets		$ 107,400

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.6	$ 0.1	$ 0.6
Impairment charges	0.0	$ 0.0	$ 3.7
Gain (Loss) on Disposition of Property Plant Equipment	$ (0.1)

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 11,027	$ 1,132
Less: accumulated depreciation	596	50
Total property and equipment - net	10,431	1,082
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,935	568
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,625	0
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	7,467	0
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 0	$ 564

Leases (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted average discount rate	7.00%
initial term	12 months
Right of use assets,net	$ 7,859	$ 0
Right-of-use assets obtained in exchange for lease obligations	3,406	0	$ 0
Total remaining lease payments	$ 600	26,051
Weighted remaining average minimum lease term	9 years 8 months 12 days
Accrued expenses and other current liabilities	$ 14,900
Renewal lease term	5 years
lease payments		16,200
Operating Leases, Rent Expense, Net		0
Tenant Improvement Allowance	$ 6,500
leasehold improvement costs	6,500
Operating and variable lease expenses	3,600	$ 3,700	$ 2,800
Operating Lease, Payments, Use	$ 3,100

Leases - Future lease payments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 906
2024	2,030
2025	2,450
2026	2,471
2027	2,436
2028	2,486
Thereafter	9,817
Total remaining lease payments	22,596	$ 8,100
Less: Imputed interest	$ 7,104
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Present value of lease liabilities
Present value of lease liabilities	$ 15,492
2022			$ 3,437
2023			905
2024			2,038
2025			2,458
2026			2,477
Thereafter			14,736
Total remaining lease payments	$ 600		$ 26,051

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets	$ 17,310
Amortization of Intangible Assets	7,100	$ 2,300	$ 47,400
Impairment charges	$ 563,200	563,200
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges
Hoya Intermediate, LLC
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets			107,365
Impairment charges			$ 377,101
Developed Technology \| Hoya Intermediate, LLC
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets	$ 17,300	13,800
Accumulated amortization	9,600	$ 2,500
Definite-lived intangible assets
Goodwill [Line Items]
Loss on asset disposals	$ 300

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Issuance of shares related to acquisition		$ 21,306,000
Ending balance	$ 118,000,000.0
Goodwill [Member]
Goodwill [Line Items]
Beginning balance	718,204,000	683,327,000
Issuance of shares related to acquisition	(2,946)	34,877,000
Capitalized development costs	0	0
Disposals	0
Amortization	0	0
Ending balance	715,258,000	718,204,000
Definite-lived Intangible Assets [Member]
Goodwill [Line Items]
Beginning balance	13,845,000	2,358,000
Issuance of shares related to acquisition	(890,000)	5,320,000
Capitalized development costs	11,763,000	8,438,000
Disposals	(259,000)
Amortization	(7,149,000)	(2,271,000)
Ending balance	17,310,000	13,845,000
Trademarks [Member]
Goodwill [Line Items]
Beginning balance	64,666,000	64,666,000
Issuance of shares related to acquisition	0	0
Capitalized development costs	0	0
Disposals	0
Amortization	0	0
Ending balance	$ 64,666,000	$ 64,666,000

Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expenses (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2023	$ 8,589
2024	5,820
2025	2,321
2026	580
2027	0
Total	$ 17,310

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 23,311	$ 58,319
Prepaid expenses	6,032	9,573
Other current assets	569	4,612
Total prepaid expenses and other current assets	$ 29,912	$ 72,504

Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in recovery of future customer compensation	$ 35.0

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Accrued marketing expense	$ 26,873	$ 27,304
Accrued taxes	542	9,332
Accrued customer credits	88,167	119,355
Accrued future customer compensation	30,181	73,959
Accrued contingencies	5,898	12,686
Accrued payroll	10,660	9,286
Other current liabilities	19,649	29,234
Total accrued expenses and other current liabilities	$ 181,970	$ 281,156

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Customer credits redeemed	$ 24.3	$ 55.9	$ 7.4
Reduction In Estimated Rate Of Future Cancellations	43.8
Revenue from breakage	11.5	3.3	0.8
Increase and decrease in revenue	$ 2.3	$ 5.1	$ 15.3

Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total	$ 272,938	$ 465,712
Less: unamortized debt issuance costs	(5,290)	(5,580)
Total long-term debt, net of issuance costs	267,648	460,132
Less: current portion	(2,750)	0
Total long-term debt, net	264,898	460,132
June 2017 First Lien Loan
Debt Instrument [Line Items]
Total	0	465,712
February 2022 First Lien Loan
Debt Instrument [Line Items]
Total	$ 272,938	$ 0

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Debt (Additional Information) (Details) - USD ($) $ in Thousands					1 Months Ended	12 Months Ended
	Feb. 03, 2022	Oct. 18, 2021	May 22, 2020	Oct. 28, 2019	Jun. 30, 2017	May 22, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 02, 2018
Line of Credit Facility [Line Items]
Term loan							$ 264,898	$ 460,132
Amortization of Debt Issuance Costs							1,052	4,472	$ 3,863
Debt instrument, basis spread on variable rate						5.00%
Revolving Facility							0	0	50,000
Loss on extinguishment of debt							(4,285)	(35,828)	(685)
Repayments of Revolving Facility							$ 0	0	$ 50,000
LIBOR Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate						5.00%
Base Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate						4.00%
Merger Transaction
Line of Credit Facility [Line Items]
Loan Principal Payments		$ 148,200
Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving Facility					$ 50,000
June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit	$ 275,000				575,000
Line of Credit Up-sized										$ 115,000
Repayments of debt	190,700
June 2017 Second Lien Loan
Line of Credit Facility [Line Items]
Debt Instrument, Redemption Period, End Date				Oct. 28, 2019
May 2020 First Lien Loan
Line of Credit Facility [Line Items]
Amortization of Debt Issuance Costs			$ 0
Effective interest rate							11.50%
Prepayment Penalty Rate			3.00%
Prepayments Amount			$ 91,000
Prepayment penalty Amount		28,000
Loss on extinguishment of debt		34,100
Remaining Amount Issuance Discount And Issuance Costs		$ 6,100
May 2020 First Lien Loan \| Maximum
Line of Credit Facility [Line Items]
Prepayment Penalty Rate			6.00%
May 2020 First Lien Loan \| Minimum
Line of Credit Facility [Line Items]
Prepayments Amount			$ 91,000
May 2020 First Lien Loan \| LIBOR Rate
Line of Credit Facility [Line Items]
Floor Rate							1.00%
Debt Interest Rate							9.50%
May 2020 First Lien Loan \| Base Rate
Line of Credit Facility [Line Items]
Floor Rate							2.00%
Debt Interest Rate							8.50%
February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit	$ 275,000
Debt Instrument, Maturity Date							Feb. 03, 2029
Amortization of Debt Issuance Costs							$ 700
Effective interest rate							7.98%
Loss on extinguishment of debt							$ 4,300
February 2022 First Lien Loan \| SOFR
Line of Credit Facility [Line Items]
Floor Rate							0.50%
Effective interest rate							3.25%
February 2022 First Lien Loan \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Outstanding Borrowings							$ 0
Loan maturity Date							Feb. 03, 2027
Revolving Facility							$ 100,000
May 2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit			$ 260,000
Level 2 \| Recurring \| June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Fair value								465,100
Carrying amount								$ 460,100
Loans Payable \| June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit					525,000
Loans Payable \| June 2017 Second Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit					$ 185,000

Debt - Summary of Future maturities of our outstanding debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023	$ 2,750
2024	2,750
2025	2,750
2026	2,750
2027	2,750
Thereafter	259,188
Total	$ 272,938	$ 465,712

Employee Benefit Plan - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Employee Benefit Plan Contribution	$ 1,300,000	$ 800,000	$ 900,000
Discretionary profit-sharing contributions	$ 0	$ 0

Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			2 Months Ended	12 Months Ended
	Jul. 05, 2022	Oct. 18, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	May 26, 2022	Sep. 30, 2021	Sep. 30, 2020
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants				1,000,000
Fair value of option contingent warrants				$ 1,600
Derivative Warrant Liabilities				Other liabilities
Derivative warrant liability				$ 20,400
Change in fair value of warrants			$ 100	$ (8,227)	$ 1,389	$ 0
Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant expiration period				10 years
$10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 10
Class A Warrants				17,000,000
Hoya Intermediate Warrants
Debt Securities, Available-for-Sale [Line Items]
Fair value of option contingent warrants				$ (8,200)
Restricted stock award, forfeitures				$ 200
Maximum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 15.00
Minimum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				10.00
Horizon Sponsor LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 10
Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Interest expense – net				$ 12,858	58,179	57,482
Stock value issued for exercise of warrants		1,000,000
Warrant to purchase shares issue				17,000,000
Hoya Intermediate, LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 10.00
Hoya Intermediate, LLC \| Maximum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share		$ 15.00
Hoya Intermediate, LLC \| Minimum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share		$ 10.00
Mirror Warrant [Member]
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 11.50
Class A Warrants				13,286,644
Warrant to purchase shares issue				24,652,557
Tendered warrants				11,365,913
Warrants issued				2,727,785
Mirror Warrant [Member] \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 10
Class A Warrants				17,000,000
Mirror Warrant [Member] \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 15
Class A Warrants				17,000,000
Public Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrants Exercisable Period1				30 days
Warrant expiration period				5 years
Public Warrants \| Horizon Sponsor LLC
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants				5,166,666
Change in fair value of warrants					1,300
Public Warrants \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants		3,000,000
Warrant exercise price per share		$ 10.00
Private Warrants
Debt Securities, Available-for-Sale [Line Items]
Class A Warrants				6,519,791
Interest Rate Swap [Member] \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Notional Amount									$ 520,700
Interest Rate Swaps, fixed Interest Rate									1.90%
Interest expense – net						$ 4,300
Interest Rate Cap [Member] \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Notional Amount								$ 516,800
Derivative asset, notional amount									$ 1,000
Interest Rate Swaps, fixed Interest Rate						0.00%
Interest expense – net					$ 800	$ 200
Strike rate								3.50%
Class A Common Stock
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares		29,431,260
Stock value issued for exercise of warrants		6,519,791
Warrant exercise price per share		$ 11.50
Class A Common Stock \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share		$ 15.00		$ 15.00
Class A Warrants				17,000,000
Class A Common Stock \| Horizon Sponsor LLC
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares		50,000
Class A Common Stock \| Horizon Sponsor LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants				17,000,000
Warrant exercise price per share		$ 10.00		$ 10.00
Class A Common Stock \| Horizon Sponsor LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants				17,000,000
Warrant exercise price per share				$ 15
Class A Common Stock \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Warrant to purchase shares issue				17,000,000
Class A Common Stock \| Hoya Intermediate, LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 15.00
Class A Common Stock \| Mirror Warrant [Member] \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant to purchase shares issue				15
Class A Common Stock \| Public Warrants
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants		18,132,776
Warrant exercise price per share		$ 11.50
Class A Warrants	6,766,853			6,766,853
Value of Common Stock Exceeded				$ 18.00
Redemption price per share for warrant				$ 0.01
Number of Trading Days				20 days
Class A Common Stock \| Public Warrants \| Class A Public Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 11.50
Class A Warrants	11,365,913
Number of securities called by each public warrant outstanding							0.240
Tendered warrants	2,727,785
Class A Common Stock \| Public Warrants \| Maximum
Debt Securities, Available-for-Sale [Line Items]
Number of Trading Days				30 days
Class A Common Stock \| Public Warrants \| Minimum
Debt Securities, Available-for-Sale [Line Items]
Stock Price				$ 18.00
Class A Common Stock \| Public Warrants \| Horizon Sponsor LLC
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares				18,132,776
Class A Common Stock \| Public Warrants \| Horizon Sponsor LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants		17,000,000
Class A Common Stock \| Public Warrants \| Horizon Sponsor LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants		17,000,000
Class A Common Stock \| Private Warrants \| Horizon Sponsor LLC \| Class A Private Warrants
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares				6,519,791
Warrant exercise price per share				$ 11.50
Class B Common Stock
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares		118,200,000
Class B Common Stock \| Public Warrants
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants		6,000,000
Warrant exercise price per share		$ 0.001
Common Stock Member \| Public Warrants \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Stock value issued for exercise of warrants		3,000,000
Warrant exercise price per share		$ 15.00

Financial Instruments - Summary of Effects of Hedge Accounting and Interest Rate Swaps (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Securities, Available-for-Sale [Line Items]
Beginning accumulated derivative loss in AOCL		$ (1,917)
Amount of gain (loss) recognized in AOCL		887
Less: Amount of loss reclassified from AOCL to income		(208)
Ending accumulated derivative loss in AOCL		(822)
Interest Rate Swap [Member]
Debt Securities, Available-for-Sale [Line Items]
Beginning accumulated derivative loss in AOCL		(887)
Amount of gain (loss) recognized in AOCL		887
Less: Amount of loss reclassified from AOCL to income		0
Ending accumulated derivative loss in AOCL		0
Interest Rate Cap [Member]
Debt Securities, Available-for-Sale [Line Items]
Beginning accumulated derivative loss in AOCL	$ (822)	(1,030)
Amount of gain (loss) recognized in AOCL	0	0
Less: Amount of loss reclassified from AOCL to income	(822)	(208)
Ending accumulated derivative loss in AOCL	$ 0	$ (822)

Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Investments, All Other Investments [Abstract]
Estimated volatility	39.00%	36.00%
Expected term (years)	8 years 9 months 18 days	9 years 9 months 18 days
Risk-free rate	3.90%	1.50%
Expected dividend yield	0.00%	0.00%

Income Taxes - Schedule of Loss from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ 68,416	$ (17,859)	$ (763,664)
Foreign	773	(966)	(10,521)
Income (loss) income before income taxes	$ 69,189	$ (18,825)	$ (774,185)

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

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Balance of beginning of period

Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
U.S. Federal	$ 15	$ 0
State & Local	248	304
Foreign	0	0
Total current income tax expense (benefit)	263	304
Deferred
U.S. Federal	0	0
State & Local	0	0
Foreign	(1,853)	0
Total deferred income tax expense (benefit)	(1,853)	0
Total income tax expense (benefit)	$ (1,590)	$ 304

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
U.S. federal statutory income tax rate	21.00%	21.00%
Deferred taxes realizable	$ 1,900
Federal and state operating loss carryforwards expire beginning year	2029
Foreign operating loss carryforwards expire beginning year	2037
Operating loss carryforwards, state	$ 23,000
Operating loss carryforwards, Federal	45,500
Deferred Tax Assets, Valuation Allowance	118,734	$ 145,668	$ 1,828
Operating loss carryforwards, federal and state	46,400
Operating loss carryforwards, foreign	5,300
Impact of unrecognized tax benefits on effective tax rate, if recognized	$ 7,500
Federal [Member]
Operating Loss Carryforwards [Line Items]
U.S. federal statutory income tax rate	21.00%	21.00%

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
At U.S. statutory tax rate	21.00%	21.00%
State income taxes	1.80%	(1.10%)
Foreign rate differential	0.10%	0.30%
Pass-through loss / (income)	0.00%	(14.30%)
Noncontrolling interest	(12.30%)	(2.70%)
Change in valuation allowance	(23.10%)	(3.50%)
Deferred tax partnership adjustment	10.10%	0.00%
Warrants Remeasurement	0.00%	(1.40%)
Research & Development Credit	(0.50%)	0.00%
Other	0.60%	0.10%
Total income tax expense (benefit)	(2.30%)	(1.60%)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss	$ 12,740	$ 9,670
Interest carryforwards	15,919	15,206
Investment in partnerships	91,302	120,706
Other	748	132
Total deferred tax assets	120,709	145,714
Valuation Allowance	(118,734)	(145,668)	$ (1,828)
Total deferred tax assets net of valuation allowance	1,975	46
Other	122	46
Total Deferred Tax Liabilities	122	46
Net Deferred Tax Asset / Liabilities	$ 1,853	$ 0

Income Taxes - Schedule of Deferred Tax Assets Valuation Allowance and Changes (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Income Tax Disclosure [Abstract]

$ 145,668

$ 1,828

Other

^[1]

(6,154)

Charged to costs and expenses

(15,961)

646

(Credited) charged to other accounts

(4,819)

143,194

Deductions

Ending balance

$ 118,734

$ 145,668

[1]	(1) This relates to a true-up of the investment in partnership deferred tax asset and related valuation allowance which has been updated to remove the basis that will only reverse upon sale as a capital loss.

Income Taxes - Summary of Unrecognized Tax Benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Balance at beginning of the year	$ 0
Tax positions taken in the prior year	7,500
Balance at end of the year	$ 7,500

Redeemable noncontrolling Interests (Additional Information) (Details)	12 Months Ended
	Dec. 31, 2022
Class A Common Stock
Noncontrolling Interest [Line Items]
Conversion Basis	one-to-one
Class B Common Stock \| Hoya Topco L L C [Member]
Noncontrolling Interest [Line Items]
Common units ownership	100.00%
Hoya Intermediate, LLC \| Hoya Topco L L C [Member]
Noncontrolling Interest [Line Items]
Common units ownership	59.50%

Equity - Additional Information (Details) - shares	12 Months Ended
Equity - Additional Information (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units authorized	500,000,000	500,000,000
Common stock shares issued	82,410,774	79,091,871
Common units outstanding	82,410,774	79,091,871
Common Stock, Voting Rights	one
Class B Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units authorized	250,000,000	250,000,000
Common stock shares issued	118,200,000	118,200,000
Common units outstanding	118,200,000	118,200,000
Common Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units outstanding	196,268,297
Vivid Seats Inc \| Redeemable Noncontrolling Interests [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Equity Method Investment, Ownership Percentage	40.50%
Hoya Topco, LLC \| Redeemable Senior Preferred Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred units authorized	100
Preferred Units issued	100
Preferred Units outstanding	0
Hoya Topco, LLC \| Redeemable Preferred Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred units authorized	100
Preferred Units issued	100
Preferred Units outstanding	0
Hoya Topco, LLC \| Common Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units authorized	100
Common stock shares issued	100

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Nov. 01, 2021	Dec. 31, 2022	Jul. 31, 2022	May 25, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets [Member]
Insurance recovery assets		$ 0.5
Subsidiaries [Member]
Purchase obligations		2.7
Purchase obligations, Thereafter		5.2
Termination date	Nov. 01, 2021
Stock Repurchase Program, Authorized Amount		4.3
Subsidiaries [Member] \| Maximum
Claim settlement pool			$ 2.5
Subsidiaries [Member] \| Common Class A [Member]
Stock Repurchase Program, Authorized Amount		32.5		$ 40.0
Subsidiaries [Member] \| Prepaid Expenses and Other Current Assets [Member]
Claim settlement pool		4.5
Canada \| Subsidiaries [Member]
Accrued liabilities		0.9			$ 0.9
Accrued Liabilities [Member]
Accrued liabilities		$ 1.6
Accrued Liabilities [Member] \| Subsidiaries [Member]
Accrued liabilities					$ 1.7

Equity-Based Compensation - Additional Information (Details) - USD ($)					12 Months Ended
	Nov. 11, 2022	Mar. 11, 2022	Nov. 02, 2021	Oct. 19, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 18, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted					2,700
Stock Option Exercise Price				$ 13.09
Capitalized development costs					$ 100,000
Weighted-average grant-date fair value per share, stock options outstanding					$ 12.09	$ 13.39
Stock option, exercise price, decrease			$ 0.23
Directors \| Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Special dividend per share								$ 0.23
Dividend Paid Date			Nov. 02, 2021
Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period					10 years
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted in period					1,787
Equity-based compensation expense					$ 8,400,000	$ 800,000	$ 0
Unrecognized compensation expense					$ 26,600,000
Compensation expense expected to be recognized					3 years
Weighted-Average Grant Date Fair Value Per Share, Forfeited					$ 11.24
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period					3 years
Equity-based compensation expense					$ 6,200,000	$ 800,000	0
Unrecognized compensation expense					$ 19,100,000
Compensation expense expected to be recognized					3 years
Outstanding Options, Granted	100,000	2,600,000		3,100,000
Weighted-Average Grant Date Fair Value Per Share, Forfeited					$ 3.83
Fair value of options vested					$ 3,500,000
Weighted-average grant-date fair value per share, stock options outstanding					$ 3.82	$ 3.71
Weighted average grant date fair value	$ 3.66	$ 3.99			$ 3.71
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted				1,000,000.0
Stock Option Exercise Price	$ 8.22	$ 10.26		$ 15.00
Profit Interests [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense					$ 4,500,000	$ 4,400,000	$ 4,300,000
Unrecognized compensation expense					$ 4,500,000
Compensation expense expected to be recognized					2 years

Equity-Based Compensation - Summary of Activity for RSUs (Details) - RSUs	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balances \| shares	1,378
Granted \| shares	1,787
Forfeited \| shares	(290)
Vested \| shares	(324)
Ending Balances \| shares	2,551
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances \| $ / shares	$ 12.86
Weighted-Average Grant Date Fair Value Per Share, Granted \| $ / shares	9.92
Weighted-Average Grant Date Fair Value Per Share, Forfeited \| $ / shares	11.24
Weighted-Average Grant Date Fair Value Per Share, Vested \| $ / shares	12.86
Weighted-Average Grant Date Fair Value Per Share, Ending Balances \| $ / shares	$ 10.99

Equity-Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options	Nov. 11, 2022	Mar. 11, 2022	Oct. 19, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated volatility	40.00%	37.50%	28.00%
Expected term (years)	5 years 10 months 24 days	5 years 10 months 24 days	10 years
Risk-free rate	3.90%	2.00%	1.70%
Expected dividend yield	0.00%	0.00%	0.00%

Equity-Based Compensation - Summary of Activity for Stock Option (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Outstanding Options, Beginning Balance \| shares	4,100
Outstanding Options, Granted \| shares	2,700
Outstanding Options, Forfeited \| shares	(600)
Outstanding Options, Expired \| shares	(100)
Outstanding Options, Ending Balance \| shares	6,100
Outstanding Options, Vested and exercisable \| shares	1,000.0
Weighted Average Exercise Price, Outstanding, Beginning Balance \| $ / shares	$ 13.39
Weighted Average Exercise Price, Granted \| $ / shares	10.17
Weighted Average Exercise Price, Forfeited \| $ / shares	12.03
Weighted Average Exercise Price, Expired \| $ / shares	13.39
Weighted Average Exercise Price, Outstanding, Ending Balance \| $ / shares	12.09
Weighted Average Exercise Price, Vested and exercisable \| $ / shares	$ 13.38
Weighted Average Remaining Contractual Term, Outstanding	9 years
Weighted Average Remaining Contractual Term, Vested and exercisable	9 years
Aggregate Intrinsic Value, Outstanding \| $	$ 0
Aggregate Intrinsic Value, Vested and exercisable \| $	$ 0

Equity-Based Compensation - Summary of Activity for Unit Awards (Details) - Hoya Topco, LLC - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class B-1 Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	845,000	855,000
Granted			905,000
Forfeited	(9,000)	(10,000)	(50,000)
Ending Balances	836,000	845,000	855,000
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 2.32	$ 2.32
Weighted-Average Grant Date Fair Value Per Share, Granted			$ 2.32
Weighted-Average Grant Date Fair Value Per Share, Forfeited	2.32	2.32	2.32
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 2.32	$ 2.32	$ 2.32
Class E Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	500,765	500,765	500,765
Ending Balances	500,765	500,765	500,765
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 25.46	$ 25.46	$ 25.46
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 25.46	$ 25.46	$ 25.46
Class D Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	1,987,840	2,048,240	832,510
Granted			1,755,000
Repurchased			(97,604)
Forfeited	(35,510)	(60,400)	(441,666)
Ending Balances	1,952,330	1,987,840	2,048,240
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 4.60	$ 4.67	$ 15.63
Weighted-Average Grant Date Fair Value Per Share, Granted			0.89
Weighted-Average Grant Date Fair Value Per Share, Repurchased			15.95
Weighted-Average Grant Date Fair Value Per Share, Forfeited	2.91	7.01	7.81
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 4.60	$ 4.60	$ 4.67

Earnings Per Share - Schedule of net loss attributable to redeemable noncontrolling interests (Details) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Earnings Per Share [Abstract]
Net income (loss)	$ (5,024)	$ 70,794
Weighted average ownership	59.90%	59.50%
Net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests	$ (3,010)	$ 42,117

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

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Numerator for earnings per share calculation

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

2 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Loss attributable to redeemable noncontrolling interests

$ (3,010)

$ 42,117

Basic EPS

Effect of dilutive RSUs

28,228

Numerator for earnings per share calculation

Net income attributable to common stockholders, basic

$ (6,293)

$ 70,779

Loss attributable to redeemable noncontrolling interests

(3,010)

(42,117)

Net income attributable to common stockholders, diluted

$ 28,662

$ (2,461)

$ 0

Denominator for earnings per share calculation

Weighted-average shares, basic

^[1]

80,257,247

77,498,775

Weighted-average shares, diluted

^[1]

198,744,381

77,498,775

Basic EPS

Net Income (Loss) Available to Common Stockholders, Basic

$ (6,293)

$ 70,779

Weighted Average Number of Shares Outstanding, Basic

^[1]

80,257,247

77,498,775

Net income per share attributable to common stockholders, basic

^[1]

$ 0.36

$ (0.04)

Effect of dilutive Exercise Warrants

Effect of dilutive RSUs

Effect of dilutive noncontrolling interests

42,056

Effect of Dilutive Hoya Intermediate Warrants, Basic

(123)

Diluted EPS

Net Income (Loss) Available to Common Stockholders, Diluted

$ 28,662

$ (2,461)

$ 0

Weighted Average Number of Shares Outstanding, Diluted

^[1]

198,744,381

77,498,775

Effect of dilutive Exercise Warrants

258,906

Effect of dilutive noncontrolling interests

118,200,000

Net income per share attributable to common stockholders, diluted

^[1]

$ 0.36

$ (0.04)

Hoya Intermediate, LLC | Common Class A [Member]

Numerator for earnings per share calculation

Net income attributable to common stockholders, basic

$ (3,283)

$ 28,662

Net income attributable to common stockholders, diluted

$ (3,406)

$ (70,779)

Denominator for earnings per share calculation

Weighted-average shares, basic

77,498,775

80,257,247

Weighted-average shares, diluted

77,498,775

198,744,381

Basic EPS

Net Income (Loss) Available to Common Stockholders, Basic

$ (3,283)

$ 28,662

Weighted Average Number of Shares Outstanding, Basic

77,498,775

80,257,247

Net income per share attributable to common stockholders, basic

$ (0.04)

$ 0.36

Diluted EPS

Net Income (Loss) Available to Common Stockholders, Diluted

$ (3,406)

$ (70,779)

Weighted Average Number of Shares Outstanding, Diluted

77,498,775

198,744,381

Net income per share attributable to common stockholders, diluted

$ (0.04)

$ 0.36

[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) - Hoya Intermediate, LLC - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Public Warrants and Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	13,286,644	24,652,569
Exercise Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	17,000,000	34,000,000
Hoya Intermediate Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	6,000,000	4,000,000
Shares of Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	0	118,200,000
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	1,224,919	1,378,111
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	6,300,837	4,061,486

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Vivid Cheers [Member]
Related Party Transaction [Line Items]
Accrued charitable contributions payable	$ 0.6	$ 2.4
Accrued charitable contributions payable	0.0	1.3
Viral Nation Inc [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	0.8	0.2
Rolling Stone [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	0.9	0.1
Khoros, LLC [Member]
Related Party Transaction [Line Items]
General and administrative expenses	$ 0.1	$ 0.0

Subsequent events - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 03, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2017
Subsequent Event [Line Items]
Proceeds from Revolving Facility		$ 0	$ 0	$ 50,000
June 2017 First Lien Loan
Subsequent Event [Line Items]
Repayments of debt	$ 190,700
Long-Term Line of Credit	$ 275,000				$ 575,000

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