0000950170-23-019116 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	Apr. 30, 2023
Document Information [Line Items]
Document Type	10-Q
Entity Registrant Name	Vivid Seats Inc.
Entity Central Index Key	0001856031
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	true
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity File Number	001-40926
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3355184
Entity Address, Address Line One	24 E. Washington Street
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60602
City Area Code	312
Local Phone Number	291-9966
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Current Reporting Status	No
Entity Ex Transition Period	false
Class A Common Stock
Document Information [Line Items]
Trading Symbol	SEAT
Entity Common Stock, Shares Outstanding		77,676,300
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		118,200,000
Warrants
Document Information [Line Items]
Trading Symbol	SEATW
Title of 12(b) Security	Warrants to purchase one share of Class A common stock
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 303,319	$ 251,542
Restricted cash	675	748
Accounts receivable - net	46,531	36,531
Inventory - net	24,153	12,783
Prepaid expenses and other current assets	33,329	29,912
Total current assets	408,007	331,516
Property and equipment - net	10,308	10,431
Right-of-use assets - net	7,710	7,859
Intangible assets - net	81,800	81,976
Goodwill	715,258	715,258
Other non-current assets	4,432	4,391
Total Assets	1,227,515	1,151,431
Current liabilities:
Accounts payable	218,138	161,312
Accrued expenses and other current liabilities	183,765	181,970
Deferred revenue	25,920	31,983
Current maturities of long-term debt	2,750	2,750
Total current liabilities	430,573	378,015
Long-term debt - net	264,384	264,898
Long-term lease liabilities	14,850	14,911
Other liabilities	13,118	13,445
Total long-term liabilities	292,352	293,254
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests	901,866	862,860
Shareholders' deficit
Additional paid-in capital	644,759	663,908
Treasury stock, at cost, 5,291,497 and 4,342,477 shares at March 31, 2023 and December 31, 2022, respectively	(40,106)	(32,494)
Accumulated deficit	(1,001,950)	(1,014,132)
Total Shareholders' deficit	(397,276)	(382,698)
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit	1,227,515	1,151,431
Class A Common Stock
Shareholders' deficit
Common Stock	9	8
Class B Common Stock
Shareholders' deficit
Common Stock	$ 12	$ 12

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Treasury stock, shares	5,291,497	4,342,477
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	82,902,276	82,410,774
Common stock, shares outstanding	82,902,276	82,410,774
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	118,200,000	118,200,000
Common stock, shares outstanding	118,200,000	118,200,000

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Costs and expenses:
Depreciation and amortization	$ 2,598	$ 1,385
Change in fair value of contingent consideration	34	0
Other (income) expense:
Loss on extinguishment of debt	0	(4,285)
Net income	30,272	3,138
Net income attributable to Class A Common Stockholders	$ 12,182	$ 1,259
Weighted average Class A Common Stock outstanding
Basic	77,410,820	79,151,929
Hoya Intermediate, LLC
Revenues	$ 161,063	$ 130,772
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)	37,760	32,164
Marketing and selling	54,772	54,228
General and administrative	32,389	29,275
Depreciation and amortization	2,598	1,385
Change in fair value of contingent consideration	34	0
Income from operations	33,510	13,720
Other (income) expense:
Interest expense – net	3,280	3,942
Loss on extinguishment of debt	0	4,285
Other (income) expense	(327)	(2,279)
Income before income taxes	30,557	3,214
Income tax expense	285	76
Net income	30,272	3,138
Net income attributable to redeemable noncontrolling interests	18,090	1,879
Net income attributable to Class A Common Stockholders	$ 12,182	$ 1,259
Income per Class A Common Stock
Basic	$ 0.16	$ 0.02
Diluted	$ 0.15	$ 0.02
Weighted average Class A Common Stock outstanding
Basic	77,410,820	79,151,929
Diluted	195,823,982	198,414,147

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 30,272	$ 3,138

- Definition

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

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+ Details

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net income	$ 30,272	$ 3,138
Hoya Intermediate, LLC
Net income	30,272	3,138
Other comprehensive income:
Comprehensive income, net of taxes	30,272	3,138
Comprehensive income attributable to redeemable noncontrolling interests	18,090	1,879
Comprehensive income attributable to Class A Common Stockholders	$ 12,182	$ 1,259

- Definition

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

+ References + Details

- Definition

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

+ References

+ Details

Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Senior Preferred Units	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Treasury Stock	Noncontrolling Interest	Accumulated Deficit
Temporary equity, Balances at Dec. 31, 2021		$ 1,286,016
Balances, shares at Dec. 31, 2021					79,091,871	118,200,000
Balances at Dec. 31, 2021	$ (860,683)				$ 8	$ 12	$ 182,091			$ (1,042,794)
Net income	1,259									1,259
Net income attributable to redeemable noncontrolling interests									$ 1,879
Issuance of shares, shares					75,072
Equity-based compensation	2,443						2,443
Deemed contribution from former parent	463						463		691
Subsequent remeasurement of Redeemable noncontrolling interests	(18,706)						(18,706)		18,706
Balances, shares at Mar. 31, 2022					79,166,943	118,200,000
Balances at Mar. 31, 2022	(875,224)				$ 8	$ 12	166,291		1,307,292	(1,041,535)
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)
Net income	12,182									12,182
Net income attributable to redeemable noncontrolling interests									18,090
Issuance of shares, shares					491,502
Issuance of shares	1				$ 1
Equity-based compensation	4,615						4,615
Deemed contribution from former parent	391						391		577
Repurchases of common stock	(7,612)							$ (7,612)
Repurchases of common stock Share								$ (949,020)
Distributions to non-controlling interest									(3,816)
Subsequent remeasurement of Redeemable noncontrolling interests	(24,155)						(24,155)		24,155
Balances, shares at Mar. 31, 2023			82,902,276	118,200,000	82,902,276	118,200,000		5,291,497
Balances at Mar. 31, 2023	$ (397,276)				$ 9	$ 12	$ 644,759	$ (40,106)	$ 901,866	$ (1,001,950)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net income	$ 30,272	$ 3,138
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,598	1,385
Amortization of deferred financing costs and interest rate cap	226	329
Equity-based compensation expense	5,530	3,597
Loss on extinguishment of debt	0	4,285
Change in fair value of warrants	(327)	2,279
Amortization of right-of-use assets	150	490
Loss on asset disposals	7	0
Change in fair value of contingent consideration	34	0
Change in assets and liabilities:
Accounts receivable	(10,000)	(17,854)
Inventory	(11,370)	(6,126)
Prepaid expenses and other current assets	(3,417)	(3,252)
Accounts payable	56,826	45,094
Accrued expenses and other current liabilities	444	(10,599)
Deferred revenue	(6,063)	3,094
Other assets and liabilities	201	(2,326)
Net cash provided by operating activities	65,111	23,534
Cash flows from investing activities
Purchases of property and equipment	(215)	(693)
Investments in developed technology	(2,027)	(2,748)
Purchases of personal seat licenses	(365)	0
Net cash used in investing activities	(2,607)	(3,441)
Cash flows from financing activities
Payments of February 2022 First Lien Loan	(688)	0
Repurchase of Common Stock as Treasury Stock	(7,612)	0
Cash paid for milestone payments	(2,500)	0
Payments of deferred financing costs and other debt-related costs	0	(4,856)
Net cash used in financing activities	(10,800)	(195,568)
Net increase (decrease) in cash, cash equivalents, and restricted cash	51,704	(175,475)
Cash, cash equivalents, and restricted cash - beginning of period	252,290	489,810
Cash, cash equivalents, and restricted cash - end of period	303,994	314,335
Supplemental disclosure of cash flow information:
Cash paid for interest	1,941	3,612
Cash paid for operating lease liabilities	234	694
Right-of-use assets obtained in exchange for lease obligations	0	3,406
Subsidiaries [Member]
Cash flows from operating activities
Net income	30,272	3,138
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,598	1,385
Loss on extinguishment of debt	0	(4,285)
Change in fair value of warrants		2,300
Change in fair value of contingent consideration	34	0
June 2017 First Lien Loan
Cash flows from financing activities
Payments of February 2017 First Lien Loan	0	(465,712)
February 2022 First Lien Loan
Cash flows from financing activities
Proceeds from February 2022 First Lien Loan	$ 0	$ 275,000

Background and Basis of Presentation	3 Months Ended
Background and Basis of Presentation	Mar. 31, 2023
Vivid Seats Inc
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Background and Basis of Presentation	1. Background and Basis of Presentation Vivid Seats Inc. and its subsidiaries including Hoya Intermediate, LLC ("Hoya 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. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for comprehensive annual financial statements. Our condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in our 2022 Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 7, 2023. Our condensed consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

New Accounting Standards

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. New Accounting Standards

Recently adopted accounting standards

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. 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.

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

Revenue Recognition

3 Months Ended

Mar. 31, 2023

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Revenue Recognition

. Revenue Recognition

We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). We have two reportable segments: Marketplace and Resale.

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

Marketplace revenues consisted of the following (in thousands):


	Three Months Ended March 31,
	2023		2022
Marketplace revenues:
Owned Properties	$	102,815	$	83,666
Private Label		33,766		26,850
Total Marketplace revenues	$	136,581	$	110,516

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


	Three Months Ended March 31,
	2023		2022
Marketplace revenues:
Concerts	$	74,879	$	58,673
Sports		45,600		38,915
Theater		15,390		12,615
Other		712		313
Total Marketplace revenues	$	136,581	$	110,516

Resale revenues were $24.5 million and $20.3 million during the three months ended March 31, 2022 and 2021, respectively.

At March 31, 2023, Deferred revenue in the Condensed Consolidated Balance Sheets was $25.9 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, 2022, $32.0 million was recorded as Deferred revenue, of which $10.9 million was recognized as revenue during the three months ended March 31, 2023. At December 31, 2021, $25.1 million was recorded as Deferred revenue, of which $4.0 million was recognized as revenue during the three months ended March 31, 2022.

- Definition

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

+ References

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

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

Segment Reporting

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

4. 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 Chief Operating Decision Maker ("CODM") to assess performance of the business. We define contribution margin as revenues less cost of revenues and marketing and selling expenses.

We do not report our assets, capital expenditures, 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 tables represent our segment information (in thousands):


	Three Months Ended March 31, 2023
	Marketplace		Resale		Consolidated
Revenues	$	136,581	$	24,482	$	161,063
Cost of revenues (exclusive of depreciation and amortization shown separately below)		20,060		17,700		37,760
Marketing and selling		54,772		—		54,772
Contribution margin	$	61,749	$	6,782		68,531
General and administrative						32,389
Depreciation and amortization						2,598
Change in fair value of contingent consideration						34
Income from operations						33,510
Interest expense – net						3,280
Other income						(327	)
Income before income taxes					$	30,557


	Three Months Ended March 31, 2022
	Marketplace		Resale		Consolidated
Revenues	$	110,516	$	20,256	$	130,772
Cost of revenues (exclusive of depreciation and amortization shown separately below)		16,409		15,755		32,164
Marketing and selling		54,228		—		54,228
Contribution margin	$	39,879	$	4,501		44,380
General and administrative						29,275
Depreciation and amortization						1,385
Income from operations						13,720
Interest expense – net						3,942
Loss on extinguishment of debt						4,285
Other expenses						2,279
Income before income taxes					$	3,214

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

- Definition

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

+ References

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+ Details

Accounts Receivable - Net

3 Months Ended

Mar. 31, 2023

Receivables [Abstract]

Accounts Receivable - Net

5. Accounts Receivable - Net

As of March 31, 2023 and December 31, 2022, Accounts receivable - net was $46.5 million and $36.5 million, respectively.

$28.1 million and $18.9 million of the Accounts receivable balance at March 31, 2023 and December 31, 2022, 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.

$1.8 million and $1.0 million of the Accounts receivable balance at March 31, 2023 and December 31, 2022, respectively, consisted of amounts due from marketplace ticket sellers for cancelled event tickets. We recorded an allowance for credit losses of $0.3 million and $0.1 million at March 31, 2023 and December 31, 2022, respectively, to reflect potential challenges in collecting funds from marketplace ticket sellers. Accounts receivable balances are

stated net of allowance for credit losses and bad debt expense is presented as a reduction of Revenues in the Condensed Consolidated Statements of Operations.

$11.8 million and $11.7 million of the Accounts receivable balance at March 31, 2023 and December 31, 2022, respectively, consisted of amounts due from distribution partners for cancellation charges, primarily related to cancelled events. We recorded an allowance for credit losses of $3.5 million and $3.6 million at March 31, 2023 and December 31, 2022, 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 credit losses and bad debt expense is presented as a reduction of Revenues in the Condensed Consolidated Statements of Operations.

There were no write-offs for the three months ended March 31, 2023 and 2022.

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2023

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

Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $17.1 million and $17.3 million at March 31, 2023 and December 31, 2022, respectively, and accumulated amortization of $11.9 million and $9.6 million at March 31, 2023 and December 31, 2022, 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, 2023	$	17,310		$	64,666	$	715,258
Capitalized development costs		2,082			—		—
Amortization		(2,258	)		—		—
Balance at March 31, 2023	$	17,134		$	64,666	$	715,258


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2022	$	13,845		$	64,666	$	718,204
Capitalized development costs		2,748			—		—
Amortization		(1,315	)		—		—
Balance at March 31, 2022	$	15,278		$	64,666	$	718,204

We had recorded $563.2 million of cumulative impairment charges related to our intangible assets and goodwill as of March 31, 2023 and December 31, 2022.

Amortization expense on our definite-lived intangible assets was $2.3 million for the three months ended March 31, 2023, and $1.3 million for the three months ended March 31, 2022. Amortization expense is presented in Depreciation and amortization in the Condensed Consolidated Statements of Operations.

Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2023

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

Prepaid Expenses and Other Current Assets

6. Prepaid Expenses and Other Current Assets

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


	March 31,		December 31,
	2023		2022
Recovery of future customer compensation	$	26,783	$	23,311
Prepaid expenses		5,778		6,032
Other current assets		768		569
Total prepaid expenses and other current assets	$	33,329	$	29,912

Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs increased by $3.5 million at March 31, 2023 as compared to the cost at December 31, 2022 due to an increase in the reserve for future cancellations driven by higher volume of sales for future events as of March 31, 2023. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

8. Accrued Expenses and Other Current Liabilities

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


	March 31,		December 31,
	2023		2022
Accrued marketing expense	$	30,912	$	26,873
Accrued taxes		889		542
Accrued customer credits		83,034		88,167
Accrued future customer compensation		33,597		30,181
Accrued contingencies		3,432		5,898
Accrued payroll		4,554		10,660
Other current liabilities		27,347		19,649
Total accrued expenses and other current liabilities	$	183,765	$	181,970

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, known as 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 three months ended March 31, 2023, $2.6 million of accrued customer credits were redeemed and we recognized $4.6 million of revenue from breakage. During the three months ended March 31, 2022, $9.8 million of accrued customer credits were redeemed and we recognized $0.6 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 Condensed Consolidated Statements of Operations. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. During the three months ended March 31, 2023 and 2022, we recognized a net decrease in revenue of $0.8 million and a net increase in revenue of $1.1 million, respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods.

Accrued contingencies primarily decreased as a result of a milestone payment to Betcha Sports, Inc. ("Betcha", which was rebranded as "Vivid Picks") of $2.5 million in cash.

Other current liabilities primarily increased as a result of accrued, but not paid, tax distributions, and accrued interest during the three months ended March 31, 2023.

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

9. Debt

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


	March 31,			December 31,
	2023			2022
February 2022 First Lien Loan	$	272,250		$	272,938
Total long-term debt, gross		272,250			272,938
Less: unamortized debt issuance costs		(5,116	)		(5,290	)
Total long-term debt, net of issuance costs		267,134			267,648
Less: current portion		(2,750	)		(2,750	)
Total long-term debt, net	$	264,384		$	264,898

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 June 2017 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 with Horizon Acquisition Corporation ("Merger Transaction") and private investment in public equity. 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.

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 March 31, 2023, 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 8.34% and 7.98% per annum at March 31, 2023 and December 31, 2022, respectively.

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 March 31, 2023 and December 31, 2022, respectively, the fair value of our February 2022 First Lien Loan approximated 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 March 31, 2023, 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 three months ended March 31, 2022, which is presented in Loss on extinguishment of debt in the Condensed Consolidated Statements of Operations.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Financial Instruments

3 Months Ended

Mar. 31, 2023

Investments, All Other Investments [Abstract]

Financial Instruments

10. Financial Instruments

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 ("Public Warrants") to former warrant holders of Horizon Acquisition, of which 5,166,666 shares were issued to Horizon Sponsor. These warrants are traded on the Nasdaq Stock Market under the symbol “SEATW.” As of March 31, 2023, we had 6,766,853 outstanding Public Warrants.

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 Horizon Sponsor. The Private Warrants have similar terms to the Public Warrants, except that the Private Warrants are not redeemable by us. As of March 31, 2023, 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 March 31, 2023, 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. As of March 31, 2023, 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.

Hoya Intermediate Warrants

Hoya Intermediate issued the warrants to Hoya Topco, which consist of (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, 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 March 31, 2023, less than 0.1 million of the corresponding Management Options had been forfeited or expired.

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 Condensed Consolidated Balance Sheets. Upon consummation of the Merger Transaction, we recorded a warrant liability of $20.4 million, reflecting the fair value of the Hoya Intermediate Warrants determined using the Black Scholes model. Upon consummation of the Merger Transaction, the fair value of the Hoya Intermediate Warrants included Option Contingent Warrants of $1.6 million. The estimated fair value of the Option Contingent Warrants is adjusted to reflect the probability of forfeiture of the corresponding stock options based on historical forfeiture rates for Hoya Topco profits interests.

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


	March 31,			December 31,
	2023			2022
Estimated volatility		37.0	%		39.0	%
Expected term (years)		8.6			8.8
Risk-free rate		3.5	%		3.9	%
Expected dividend yield		0.0	%		0.0	%

For the three months ended March 31, 2023 and 2022, the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants decreased by $0.3 million and increased by $2.3 million, respectively, which is presented in Other (income) expense on the Condensed Consolidated Statements of Operations.

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.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Litigation

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in the opinion of management, could have a material effect on our business, financial position or results of operations other than those matters discussed herein.

We are a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout, which we have settled. On January 5, 2022, we issued coupons to certain members of the class. Other members were notified in 2022 that they are eligible to submit a claim for a coupon, which they received in 2023. As of March 31, 2023 and December 31, 2022, a liability of $0.9 million was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date.

We received multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 restrictions. A final order approving settlement of one of the lawsuits was entered by the court on November 1, 2021. As such, after insurance, $4.5 million was funded to a claims settlement pool 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 March 31, 2023 and December 31, 2022, we had accrued a liability of $1.5 million and $1.6 million, respectively, within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to these matters.

We are a defendant in a lawsuit related to an alleged violation of the Illinois Biometric Information Privacy Act. We deny these allegations and intend to vigorously defend against this lawsuit. Based on the information currently available, we are unable to reasonably estimate a possible loss or range of possible losses. As a result, no litigation reserve has been recorded in the Condensed Consolidated Balance Sheets related to this matter.

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 was effective through March 31, 2023. For the period ended March 31, 2023, we repurchased 1.0 million shares of our Class A common stock for $7.6 million under the Repurchase Program and paid less than $0.1 million in commissions. Cumulatively under the Repurchase Program, we repurchased 5.3 million shares of our Class A common stock for $40.0 million and paid $0.1 million in commissions. The share repurchases are accounted for as Treasury stock in the Condensed Consolidated Balance Sheets.

Related-Party Transactions

3 Months Ended

Mar. 31, 2023

Related-Party Transactions

12. 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 no charitable contributions to Vivid Cheers during the three months ended March 31, 2023. We made charitable contributions to Vivid Cheers of $0.6 million during the three months ended March 31, 2022. We had no accrued charitable contributions payable as of March 31, 2023 and December 31, 2022.

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 no expense and $0.1 million for the three months ended March 31, 2023 and 2022, 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 $0.3 million and $0.1 million as part of our multifaceted partnership with Rolling Stone for the three months ended March 31, 2023 and 2022, 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 less than $0.1 million for the three months ended March 31, 2023, which is presented in General and administrative expenses in the Consolidated Statements of Operations. There was no expense for the three months ended March 31, 2022.

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

13. Income Taxes

We recorded a valuation allowance against our net deferred tax asset as of March 31, 2023 and December 31, 2022. We expect to continue maintaining a full valuation allowance on our net deferred tax asset until there is sufficient positive evidence to support the reversal of 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 to 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 net deferred tax asset. Release of the valuation allowance would result in the recognition of previously unrecognized deferred tax assets and an income tax benefit in the period in which the release of the valuation allowance is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of positive evidence becoming available.

For the three months ended March 31, 2023 and 2022, we recorded a $0.3 million and $0.1 million income tax expense in continuing operations, respectively. Our effective income tax rate differs from the 21% U.S. federal statutory rate due to a non-controlling interest adjustment for VSI's allocable share of Hoya Intermediate's income, release of valuation allowances due to utilization of attributes, and state taxes.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 740
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-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Equity Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

14. Equity Based Compensation

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

Restricted Stock Units ("RSUs")

On March 11, 2023, we granted 2.5 million RSUs to certain employees at a weighted average grant date fair value of $7.17 per share. RSUs granted to employees vest over three years, with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date.

We account for forfeitures of outstanding, but unvested grants, in the period they occur. During the three months ended March 31, 2023, there were less than 0.1 million RSUs forfeited. During the three months ended March 31, 2023 and 2022, 0.5 million and less than 0.1 million RSUs vested, respectively. At March 31, 2023, we had 4.5 million total RSUs outstanding and 2.6 million RSUs were outstanding at December 31, 2022.

Stock options

On March 10, 2023, we granted 3.6 million stock options at an exercise price of $7.17 to certain employees. The grant date fair value is $3.30 per option. Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant date. These stock options vest over three years, with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter. The stock options have a contractual term of ten years from the date of the grant, subject to the employee’s continued employment through the applicable vesting date. The fair value of stock options granted is estimated on the grant date using the Black-Scholes model. The following assumptions were used to calculate the fair value of our stock awards on March 10, 2023:


Volatility	42.0	%
Expected term (years)	5.9
Risk-free rate	3.9	%
Dividend yield	0.0	%

At March 31, 2023, there were 9.7 million total stock options outstanding and 6.1 million stock options were outstanding as of December 31, 2022. No stock options were exercised during the three months ended March 31, 2023. During the three months ended March 31, 2023, there were less than 0.1 million stock options forfeited or expired.

Compensation expense

For the three months ended March 31, 2023, equity-based compensation expense related to RSUs was $2.7 million compared to $1.3 million for the three months ended March 31, 2022. Unrecognized compensation expense relating to unvested RSUs as of March 31, 2023, was $41.7 million, which is expected to be recognized over a weighted average period of approximately three years.

For the three months ended March 31, 2023, equity-based compensation expense related to stock options was $1.8 million compared to $1.1 million for the three months ended March 31, 2022. Unrecognized compensation expense relating to unvested stock options as of March 31, 2023, was $29.1 million, which is expected to be recognized over a weighted average period of approximately three years.

For the three months ended March 31, 2023 and 2022, equity-based compensation expense related to profit interests was $1.0 million. Unrecognized compensation expense as of March 31, 2023 related to these incentive units was $3.5 million, which is expected to be recognized over a weighted average period of approximately two years.

For the three months ended March 31, 2023, equity-based compensation expense excludes $0.5 million related to capitalized development costs.

Earnings Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

15. Earnings Per Share

We calculate basic and diluted net income 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 per share. As such, basic and diluted income 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 income attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate's net income incurred in each quarterly period by Hoya Topco's weighted average percentage ownership of Intermediate Units during the period. 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 March 31, 2023, 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.

The following table provides the net income attributable to Hoya Topco's redeemable noncontrolling interest (in thousands):


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Net income—Hoya Intermediate	$	30,272		$	3,138
Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income (loss)		59.8	%		59.9	%
Net income attributable to Hoya Topco's redeemable noncontrolling interests	$	18,090		$	1,879

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

Net income 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 attributable to Class A common stockholders–diluted is adjusted for our share of Hoya Intermediate’s consolidated net income 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 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 per share of Class A common stock for the periods where we had Class A and Class B common stock outstanding (in thousands, except share and per share data):


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Numerator—basic:
Net income	$	30,272	$	3,138
Less: Income attributable to redeemable noncontrolling interests		18,090		1,879
Net income attributable to Class A Common Stockholders—basic		12,182		1,259
Denominator—basic:
Weighted average Class A common stock outstanding—basic		77,410,820		79,151,929
Net income per Class A common stock—basic	$	0.16	$	0.02

Numerator—diluted:
Net income attributable to Class A Common Stockholders—basic	$	12,182	$	1,259
Net income effect of dilutive securities:
Effect of dilutive Noncontrolling Interest		16,849		1,720
Effect of Exercise Warrants		—		9
Effect of RSUs		20		—
Net income attributable to Class A Common Stockholders—diluted		29,051		2,988
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		77,410,820		79,151,929
Weighted average effect of dilutive securities:
Effect of dilutive Noncontrolling Interest		118,200,000		118,200,000
Effect of Exercise Warrants		—		1,035,625
Effect of RSUs		213,162		26,593
Weighted average Class A common stock outstanding—diluted		195,823,982		198,414,147
Net income per Class A common stock—diluted	$	0.15	$	0.02

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

The following tables present potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented that could potentially dilute earnings per share in the future:


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
RSUs		991,301		1,292,011
Stock options		9,698,759		6,660,995
Public Warrants and Private Warrants		13,286,644		24,652,569
Exercise Warrants		34,000,000		17,000,000
Hoya Intermediate Warrants		6,000,000		6,000,000
Noncontrolling Interest		—		—

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2023

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Schedule of Market Place Revenues

Marketplace revenues consisted of the following (in thousands):


	Three Months Ended March 31,
	2023		2022
Marketplace revenues:
Owned Properties	$	102,815	$	83,666
Private Label		33,766		26,850
Total Marketplace revenues	$	136,581	$	110,516

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


	Three Months Ended March 31,
	2023		2022
Marketplace revenues:
Concerts	$	74,879	$	58,673
Sports		45,600		38,915
Theater		15,390		12,615
Other		712		313
Total Marketplace revenues	$	136,581	$	110,516

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of Segment Information

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


	Three Months Ended March 31, 2023
	Marketplace		Resale		Consolidated
Revenues	$	136,581	$	24,482	$	161,063
Cost of revenues (exclusive of depreciation and amortization shown separately below)		20,060		17,700		37,760
Marketing and selling		54,772		—		54,772
Contribution margin	$	61,749	$	6,782		68,531
General and administrative						32,389
Depreciation and amortization						2,598
Change in fair value of contingent consideration						34
Income from operations						33,510
Interest expense – net						3,280
Other income						(327	)
Income before income taxes					$	30,557


	Three Months Ended March 31, 2022
	Marketplace		Resale		Consolidated
Revenues	$	110,516	$	20,256	$	130,772
Cost of revenues (exclusive of depreciation and amortization shown separately below)		16,409		15,755		32,164
Marketing and selling		54,228		—		54,228
Contribution margin	$	39,879	$	4,501		44,380
General and administrative						29,275
Depreciation and amortization						1,385
Income from operations						13,720
Interest expense – net						3,942
Loss on extinguishment of debt						4,285
Other expenses						2,279
Income before income taxes					$	3,214

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023	$	17,310		$	64,666	$	715,258
Capitalized development costs		2,082			—		—
Amortization		(2,258	)		—		—
Balance at March 31, 2023	$	17,134		$	64,666	$	715,258


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2022	$	13,845		$	64,666	$	718,204
Capitalized development costs		2,748			—		—
Amortization		(1,315	)		—		—
Balance at March 31, 2022	$	15,278		$	64,666	$	718,204

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2023

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

Schedule of Prepaid Expenses and Other Current Assets

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


	March 31,		December 31,
	2023		2022
Recovery of future customer compensation	$	26,783	$	23,311
Prepaid expenses		5,778		6,032
Other current assets		768		569
Total prepaid expenses and other current assets	$	33,329	$	29,912

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Summary of Accrued Expenses and Other Current Liabilities

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


	March 31,		December 31,
	2023		2022
Accrued marketing expense	$	30,912	$	26,873
Accrued taxes		889		542
Accrued customer credits		83,034		88,167
Accrued future customer compensation		33,597		30,181
Accrued contingencies		3,432		5,898
Accrued payroll		4,554		10,660
Other current liabilities		27,347		19,649
Total accrued expenses and other current liabilities	$	183,765	$	181,970

Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Summary of Outstanding debt

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


	March 31,			December 31,
	2023			2022
February 2022 First Lien Loan	$	272,250		$	272,938
Total long-term debt, gross		272,250			272,938
Less: unamortized debt issuance costs		(5,116	)		(5,290	)
Total long-term debt, net of issuance costs		267,134			267,648
Less: current portion		(2,750	)		(2,750	)
Total long-term debt, net	$	264,384		$	264,898

Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2023

Investments, All Other Investments [Abstract]

Summary of Fair Value of Option Contingent Warrants

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


	March 31,			December 31,
	2023			2022
Estimated volatility		37.0	%		39.0	%
Expected term (years)		8.6			8.8
Risk-free rate		3.5	%		3.9	%
Expected dividend yield		0.0	%		0.0	%

Equity Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Fair Value Assumptions for Stock Option at the Date of Grant

The following assumptions were used to calculate the fair value of our stock awards on March 10, 2023:


Volatility	42.0	%
Expected term (years)	5.9
Risk-free rate	3.9	%
Dividend yield	0.0	%

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of net loss attributable to redeemable noncontrolling interests

The following table provides the net income attributable to Hoya Topco's redeemable noncontrolling interest (in thousands):


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Net income—Hoya Intermediate	$	30,272		$	3,138
Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income (loss)		59.8	%		59.9	%
Net income attributable to Hoya Topco's redeemable noncontrolling interests	$	18,090		$	1,879

Schedule of Earnings Per Share, Basic and Diluted


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Numerator—basic:
Net income	$	30,272	$	3,138
Less: Income attributable to redeemable noncontrolling interests		18,090		1,879
Net income attributable to Class A Common Stockholders—basic		12,182		1,259
Denominator—basic:
Weighted average Class A common stock outstanding—basic		77,410,820		79,151,929
Net income per Class A common stock—basic	$	0.16	$	0.02

Numerator—diluted:
Net income attributable to Class A Common Stockholders—basic	$	12,182	$	1,259
Net income effect of dilutive securities:
Effect of dilutive Noncontrolling Interest		16,849		1,720
Effect of Exercise Warrants		—		9
Effect of RSUs		20		—
Net income attributable to Class A Common Stockholders—diluted		29,051		2,988
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		77,410,820		79,151,929
Weighted average effect of dilutive securities:
Effect of dilutive Noncontrolling Interest		118,200,000		118,200,000
Effect of Exercise Warrants		—		1,035,625
Effect of RSUs		213,162		26,593
Weighted average Class A common stock outstanding—diluted		195,823,982		198,414,147
Net income per Class A common stock—diluted	$	0.15	$	0.02

Summary of Potentially Dilutive Securities


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
RSUs		991,301		1,292,011
Stock options		9,698,759		6,660,995
Public Warrants and Private Warrants		13,286,644		24,652,569
Exercise Warrants		34,000,000		17,000,000
Hoya Intermediate Warrants		6,000,000		6,000,000
Noncontrolling Interest		—		—

Business Acquisition - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 715,258	$ 715,258

- Definition

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.

+ References + Details

Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Accounts receivable	$ 46,531	$ 36,531
Prepaid expenses and other current assets	33,329	29,912
Goodwill	715,258	715,258
Accrued expenses and other current liabilities	$ (27,347)	$ (19,649)

- Definition

+ References + Details

Revenue Recognition - Schedule of Market Place Revenues (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Marketplace revenues:
Total Marketplace revenues	$ 136,581	$ 110,516
Owned Properties
Marketplace revenues:
Total Marketplace revenues	102,815	83,666
Private Label
Marketplace revenues:
Total Marketplace revenues	33,766	26,850
Concerts
Marketplace revenues:
Total Marketplace revenues	74,879	58,673
Sports
Marketplace revenues:
Total Marketplace revenues	45,600	38,915
Theater
Marketplace revenues:
Total Marketplace revenues	15,390	12,615
Other
Marketplace revenues:
Total Marketplace revenues	$ 712	$ 313

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue from Related Parties		$ 24,500	$ 20,300
Deferred revenue	$ 25,920			$ 31,983	$ 25,100
Deferred Revenue, Revenue Recognized	$ 10,900	$ 4,000

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 2,598	$ 1,385
Loss on extinguishment of debt	0	(4,285)
Net income attributable to Class A Common Stockholders	12,182	1,259
Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	161,063	130,772
Cost of revenues (exclusive of depreciation and amortization shown separately below)	37,760	32,164
General and administrative	32,389	29,275
Depreciation and amortization	2,598	1,385
Income from operations	33,510	13,720
Interest expense – net	3,280	3,942
Loss on extinguishment of debt	0	4,285
Other (income) expense	(327)	(2,279)
Net income attributable to Class A Common Stockholders	12,182	1,259
Marketplace \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	136,581	110,516
Cost of revenues (exclusive of depreciation and amortization shown separately below)	20,060	16,409
Marketing and selling expenses	54,772	54,228
Contribution margin	61,749	39,879
Resale \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	24,482	20,256
Cost of revenues (exclusive of depreciation and amortization shown separately below)	17,700	15,755
Marketing and selling expenses	0	0
Contribution margin	6,782	4,501
Consolidated \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	161,063	130,772
Cost of revenues (exclusive of depreciation and amortization shown separately below)	37,760	32,164
Marketing and selling expenses	54,772	54,228
Contribution margin	68,531	44,380
General and administrative	32,389	29,275
Depreciation and amortization	2,598	1,385
Change in fair value of contingent consideration	34
Income from operations	33,510	13,720
Interest expense – net	3,280	3,942
Loss on extinguishment of debt		4,285
Other (income) expense	(327)	2,279
Net income attributable to Class A Common Stockholders	$ 30,557	$ 3,214

Accounts Receivable - Net (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Financing Receivable, Past Due [Line Items]
Accounts receivable net	$ 1,800	$ 1,000
Accounts receivable	46,531	36,531
Allowance for doubtful accounts	300	100
Accounts receivable write offs	0	0
Distribution Partners [Member]
Financing Receivable, Past Due [Line Items]
Accounts receivable net	11,800	11,700
Allowance for doubtful accounts	3,500	3,600
Uncollateralized Payment [Member]
Financing Receivable, Past Due [Line Items]
Accounts receivable net	$ 28,100	$ 18,900

Leases (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Leases [Abstract]
Right-of-use assets - net	$ 7,710		$ 7,859
Right-of-use assets obtained in exchange for lease obligations	$ 0	$ 3,406

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Goodwill [Line Items]
Amortization of intangible assets	$ 2.3	$ 1.3
Impairment	563.2		$ 563.2
Developed Technology
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets	17.1		17.3
Accumulated amortization	$ 11.9		$ 9.6

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill [Member]
Goodwill [Line Items]
Beginning balance	$ 715,258	$ 718,204
Capitalized development costs	0	0
Amortization	0	0
Ending balance	715,258	718,204
Definite-lived Intangible Assets [Member]
Goodwill [Line Items]
Beginning balance	17,310	13,845
Capitalized development costs	2,082	2,748
Amortization	(2,258)	(1,315)
Ending balance	17,134	15,278
Trademarks [Member]
Goodwill [Line Items]
Beginning balance	64,666	64,666
Capitalized development costs	0	0
Amortization	0	0
Ending balance	$ 64,666	$ 64,666

Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 715,258	$ 715,258
Property and equipment - net	$ 10,308	$ 10,431

- Definition

+ References + Details

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 26,783	$ 23,311
Prepaid expenses	5,778	6,032
Other current assets	768	569
Total prepaid expenses and other current assets	$ 33,329	$ 29,912

Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in recovery of future customer compensation	$ 3.5

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Accrued marketing expense	$ 30,912	$ 26,873
Accrued taxes	889	542
Accrued customer credits	83,034	88,167
Accrued future customer compensation	33,597	30,181
Accrued Contingencies	3,432	5,898
Accrued payroll	4,554	10,660
Other current liabilities	27,347	19,649
Total accrued expenses and other current liabilities	$ 183,765	$ 181,970

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Customer credits redeemed	$ 2.6	$ 9.8
Revenue from breakage	4.6	0.6
Increase and decrease in revenue	0.8	$ 1.1
Milestone payment	$ 2.5

Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	$ 272,250	$ 272,938
Less: unamortized debt issuance costs	(5,116)	(5,290)
Total long-term debt, net of issuance costs	267,134	267,648
Less: current portion	(2,750)	(2,750)
Total long-term Debt, net	264,384	264,898
February 2022 First Lien Loan
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	$ 272,250	$ 272,938

- Definition

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

+ References + Details

Debt - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended
Debt - Additional Information (Details) - USD ($)	Feb. 03, 2022	Oct. 28, 2019	Jun. 30, 2017	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Oct. 18, 2021	Jul. 02, 2018
Line of Credit Facility [Line Items]
Loss on extinguishment of debt				$ 0	$ (4,285,000)
Maturity date				Feb. 03, 2029
Amortization payments				$ 226,000	329,000
June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit			$ 575,000,000.0
Proceeds from Revolving Facility			50,000,000.0
June 2017 Second Lien-Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 275,000,000.0		185,000,000.0
Line of Credit Up-sized								$ 115,000,000.0
Debt Instrument, Redemption Period, End Date		Oct. 28, 2019
Repayments of debt	190,700,000
February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 275,000,000.0
Loss on extinguishment of debt					$ 4,300,000
Amortization payments				$ 700,000
Effective interest rate				8.34%		7.98%
Revolving Credit Facility \| June 2017 Second Lien-Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit			$ 525,000,000.0
Revolving Credit Facility \| February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Proceeds from Revolving Facility				$ 100,000,000.0
Outstanding Borrowings				$ 0
Merger Transaction
Line of Credit Facility [Line Items]
Loan principal payments							$ 148,200,000
SOFR Rate
Line of Credit Facility [Line Items]
Effective interest rate				3.25%
SOFR Rate \| February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Floor Rate				0.50%

Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule Of Available For Sale Securities [Line Items]
Derivative warrant liability	$ 20,400
Fair value of option contingent warrants	1,600
Fair Value Adjustment of Warrants	$ (327)	$ 2,279
Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 10
Class A Warrants	17,000,000
Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant expiration period	10 years
Hoya Intermediate Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	1,000,000
Fair value of option contingent warrants	$ 300
Horizon Sponsor LLC \| Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 10
Hoya Topco L L C [Member] \| Hoya Intermediate Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 15.00
Hoya Intermediate, LLC
Schedule Of Available For Sale Securities [Line Items]
Restricted Stock Award, Forfeitures, Total	$ 100
Fair Value Adjustment of Warrants		$ 2,300
Warrant Purchased	17,000,000
Hoya Intermediate, LLC \| Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 10.00
Mirror Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 11.50
Class A Warrants	13,286,644
Warrant Purchased	24,652,557
Mirror Warrants \| Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 10
Class A Warrants	17,000,000
Mirror Warrants \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15
Class A Warrants	17,000,000
Warrants \| Horizon Sponsor LLC
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	5,166,666
Warrants \| Horizon Sponsor LLC \| Class A Public Warrants
Schedule Of Available For Sale Securities [Line Items]
Class A Warrants	6,766,853
Private Warrants
Schedule Of Available For Sale Securities [Line Items]
Class A Warrants	6,519,791
Common Stock \| Hoya Topco L L C [Member]
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 10.00
Class A Common Stock \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15.00
Class A Warrants	17,000,000
Class A Common Stock \| Horizon Sponsor LLC \| Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	17,000,000
Warrant exercise price per share	$ 10.00
Class A Common Stock \| Horizon Sponsor LLC \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [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
Schedule Of Available For Sale Securities [Line Items]
Stock value issued for exercise of warrants	17,000,000
Class A Common Stock \| Hoya Intermediate, LLC \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15.00
Class A Common Stock \| Mirror Warrants \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant Purchased	15
Class A Common Stock \| Warrants \| Class A Public Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 11.50
Class A Common Stock \| Warrants \| Horizon Sponsor LLC
Schedule Of Available For Sale Securities [Line Items]
Stock issued during period, shares	18,132,776
Class A Common Stock \| Private Warrants \| Horizon Sponsor LLC \| Class A Private Warrants [Member]
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 11.50
Stock issued during period, shares	6,519,791
Minimum
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 10.00
Maximum
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share	$ 15.00

Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Estimated volatility	37.00%	39.00%
Expected term (years)	8 years 7 months 6 days	8 years 9 months 18 days
Risk-free rate	3.50%	3.90%
Expected dividend yield	0.00%	0.00%

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions			3 Months Ended
	May 25, 2022	Nov. 01, 2021	Mar. 31, 2023	Dec. 31, 2022	Jul. 31, 2022
Subsidiaries [Member]
Termination date		Nov. 01, 2021
Payment of Commission	$ 0.1
Share repurchase program, authorized amount	5.3		$ 1.0
Subsidiaries [Member] \| Maximum [Member]
Claim settlement pool					$ 2.5
Payment of Commission			0.1
Subsidiaries [Member] \| Prepaid Expenses and Other Current Assets [Member]
Claim settlement pool			4.5
Subsidiaries [Member] \| Canada
Accrued liabilities				$ 0.9
Class A Common Stock \| Subsidiaries [Member]
Share repurchase program, authorized amount	$ 40.0		7.6
Accrued Liabilities [Member]
Accrued liabilities			$ 1.5	$ 1.6

Related-Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Vivid Cheers [Member]
Related Party Transaction [Line Items]
Accrued charitable contributions payable	$ 0	$ 600,000
Accrued charitable contributions payable	0		$ 0
Viral [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	0	100,000
Rolling Stone [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	300,000	100,000
Khoros LLC [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	$ 100,000	$ 0

Income Taxes (Additional Information) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense in continuing operations	$ 0.3	$ 0.1
State and Federal Net Operating Loss Rate	21.00%

Equity Based Compensation (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Mar. 11, 2023	Mar. 10, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Forfeited			100,000
Stock options outstanding			9,700,000
Costs Incurred, Development Costs			$ 0.5
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted	2,500,000
Vested, amount			$ 0.5	$ 0.1
Weighted average, term			3 years
Outstanding Options, Forfeited			100,000
Weighted average grant date fair value	$ 7.17
Shares Outstanding			4,500,000		2,600,000
Unrecognized compensation expense			$ 41.7
Equity-based compensation expense			2.7	1.3
Share-Based Payment Arrangement, Expense			$ 2.7	1.3
RSUs \| Employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		3 years
Weighted average, term		10 years	3 years
Stock Option Exercise Price		$ 7.17	$ 0
Outstanding Options, Granted		3,600,000
Weighted average grant date fair value			$ 3.30
Stock options outstanding					6,100,000
Unrecognized compensation expense			$ 29.1
Equity-based compensation expense			1.8	1.1
Share-Based Payment Arrangement, Expense			1.8	1.1
Profit Interests [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense			3.5
Equity-based compensation expense			1.0	1.0
Share-Based Payment Arrangement, Expense			$ 1.0	$ 1.0
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition			2 years

Equity-Based Compensation - Summary of Activity for RSUs (Details)	Mar. 11, 2023 shares
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted	2,500,000

Equity Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options	3 Months Ended
	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	42.00%
Expected term (years)	5 years 10 months 24 days
Interest rate	3.90%
Dividend yield	0.00%

Equity-Based Compensation - Summary of Activity for Stock Option (Details)	3 Months Ended
	Mar. 31, 2023 shares
Share-Based Payment Arrangement [Abstract]
Outstanding Options, Forfeited	100,000
Outstanding Options, Ending Balance	9,700,000

Earnings Per Share - Schedule of net loss attributable to redeemable noncontrolling interests (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net income	$ 30,272	$ 3,138
Weighted average ownership	59.80%	59.90%
Net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests	$ 18,090	$ 1,879
Subsidiaries [Member]
Net income	$ 30,272	$ 3,138

- Definition

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

+ References

+ Details

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator for earnings per share calculation
Net income	$ 30,272	$ 3,138
Less: Income attributable to redeemable noncontrolling interests	$ 18,090	$ 1,879
Denominator for earnings per share calculation
Weighted average Class A common stock outstanding-basic	77,410,820	79,151,929
Basic EPS
Effect of dilutive Noncontrolling Interest	118,200,000	118,200,000
Effect of RSUs	20	0
Diluted EPS
Effect of Noncontrolling Interest	16,849	1,720
Effect of Exercise Warrants	0	1,035,625
Effect of Exercise Warrants	0	9
Subsidiaries [Member]
Numerator for earnings per share calculation
Net income	$ 30,272	$ 3,138
Net income attributable to Class A Common Stockholders-diluted	$ 12,182	$ 1,259
Denominator for earnings per share calculation
Weighted average Class A common stock outstanding-basic	77,410,820	79,151,929
Weighted Average Number of Shares Outstanding, Diluted	195,823,982	198,414,147
Basic EPS
Effect of RSUs	213,162	26,593
Net income per Class A common stock-basic	$ 0.16	$ 0.02
Diluted EPS
Net Income (Loss) Available to Common Stockholders, Diluted	$ 12,182	$ 1,259
Net income per Class A common stock-diluted	$ 0.15	$ 0.02
Common Class A [Member]
Numerator for earnings per share calculation
Net income attributable to Class A Common Stockholders-diluted	$ 29,051	$ 2,988
Net Income (Loss) Available to Common Stockholders, Basic, Total	$ 12,182	$ 1,259
Denominator for earnings per share calculation
Weighted average Class A common stock outstanding-basic	77,410,820	79,151,929
Weighted Average Number of Shares Outstanding, Diluted	195,823,982	198,414,147
Basic EPS
Net income attributable to Class A Common Stockholders-basic	$ 12,182	$ 1,259
Net income per Class A common stock-basic	$ 0.16	$ 0.02
Diluted EPS
Net Income (Loss) Available to Common Stockholders, Diluted	$ 29,051	$ 2,988
Net income per Class A common stock-diluted	$ 0.15	$ 0.02

Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Noncontrolling Interest
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	0	0
Subsidiaries [Member] \| 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
Subsidiaries [Member] \| RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	991,301	1,292,011
Subsidiaries [Member] \| Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	9,698,759	6,660,995
Subsidiaries [Member] \| Exercise Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	34,000,000	17,000,000
Subsidiaries [Member] \| Hoya Intermediate Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	6,000,000	6,000,000