0001193125-23-288789 | S-1 | XBRL Viewer

Numerator for earnings per share calculation

Net income (loss)

16,018

18,747

84,616

45,945

$ 70,779

$ (19,129)

$ (774,185)

Less: Income attributable to redeemable noncontrolling interests

$ (3,010)

9,341

11,084

35,045

27,368

(42,117)

Foreign currency translation adjustment attributable to redeemable noncontrolling interests

$ 6,511

$ 7,663

$ 49,405

$ 18,577

$ 28,662

$ (2,461)

$ 0

Denominator for earnings per share calculation

Weighted average Class A common stock outstanding-basic

96,407,327

81,996,447

86,403,617

80,145,329

80,257,247

^[1]

77,498,775

^[1]

Weighted Average Number of Shares Outstanding, Diluted

96,862,899

82,023,463

196,307,731

198,709,769

198,744,381

^[1]

77,498,775

^[1]

Basic EPS

Net income attributable to Class A Common Stockholders—basic

$ (6,293)

$ 70,779

Effect of Noncontrolling Interests

109,514,286

118,200,000

42,056

Effect of RSUs

Net income per Class A common stock-basic

$ 0.07

$ (0.09)

$ 0.57

$ 0.23

$ 0.36

^[1]

$ (0.04)

^[1]

Effect of Dilutive Hoya Intermediate Warrants, Basic

(123)

Diluted EPS

Effect of dilutive Noncontrolling Interests

33,874

27,368

118,200,000

Effect of Exercise Warrants

345,208

258,906

Effect of Exercise Warrants

Net income per Class A common stock-diluted

$ 0.07

$ (0.09)

$ 0.43

$ 0.23

$ 0.36

^[1]

(0.04)

^[1]

Effect of RSUs

455,572

27,016

389,828

19,232

Common Class A [Member] | Subsidiaries [Member]

Numerator for earnings per share calculation

Foreign currency translation adjustment attributable to redeemable noncontrolling interests

$ (3,406)

$ 6,692

$ 7,664

$ 83,513

$ 45,945

$ (70,779)

Denominator for earnings per share calculation

Weighted average Class A common stock outstanding-basic

77,498,775

96,407,327

81,996,447

86,403,617

80,145,329

80,257,247

Weighted Average Number of Shares Outstanding, Diluted

77,498,775

96,862,899

82,023,463

196,307,731

198,709,769

198,744,381

Basic EPS

Net income attributable to Class A Common Stockholders—basic

$ (3,283)

$ 6,677

$ 7,663

$ 49,571

$ 18,577

$ 28,662

Net income per Class A common stock-basic

$ 0.07

$ 0.09

$ 0.57

$ 0.23

$ 0.36

(0.04)

Diluted EPS

Net income per Class A common stock-diluted

$ 0.07

$ 0.09

$ 0.43

$ 0.23

$ 0.36

$ (0.04)

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

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 42,421	$ 23,311	$ 58,319
Prepaid expenses	6,591	6,032	9,573
Other current assets	395	569	4,612
Total prepaid expenses and other current assets	$ 49,407	$ 29,912	$ 72,504

Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - Subsidiaries [Member] - shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	13,286,644	13,286,644	13,286,644	13,286,644
Noncontrolling Interest
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	99,800,000	118,200,000	0	0
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	1,576,861	2,446,014	857,813	1,273,638	1,224,919	1,378,111
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	10,597,528	6,239,307	10,597,528	6,239,607	6,300,837	4,061,486
Public Warrants and Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units					13,286,644	24,652,569
Exercise Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	34,000,000	34,000,000	34,000,000	17,000,000	17,000,000	34,000,000
Hoya Intermediate Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	6,000,000	6,000,000	6,000,000	6,000,000	6,000,000	4,000,000
Shares of Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units					0	118,200,000

Background, Description of Business and basis of presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended	12 Months Ended
	Oct. 18, 2021	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents		$ 268,678	$ 251,542	$ 489,530
Number of shares issued			14,621
Merger Transaction fees	$ 54,300
Stock value issued for exercise of warrants			1,000,000
Acquisition of noncontrolling interests from Business Transaction				32,700
Dividends, Paid-in-kind			$ 0	44,141	$ 0
May 2022 First Lien Loan [Member]
Defined Benefit Plan Disclosure [Line Items]
Dividends, Paid-in-kind				$ 44,100
$10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 10	$ 10
Maximum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		15	15
Minimum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		10	10
Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	29,431,260
Stock value issued for exercise of warrants	6,519,791
Warrant exercise price per share	$ 11.5
Class A Common Stock \| $15 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 15	15	$ 15
Class A Common Stock \| Public Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	18,132,776
Warrant exercise price per share	$ 11.5
Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	118,200,000
Class B Common Stock \| Public Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	6,000,000
Warrant exercise price per share	$ 0.001
Horizon Sponsor LLC
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents	$ 293,200
Stock issued during period, values	475,200
Repayments of debt	482,400
Acquisition of noncontrolling interests from Business Transaction	$ 18,700		$ 15,500
Horizon Sponsor LLC \| $10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 10	$ 10
Horizon Sponsor LLC \| Public Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		5,166,666	5,166,666
Horizon Sponsor LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	50,000
Number of shares issued	47,517,173
Horizon Sponsor LLC \| Class A Common Stock \| $10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		17,000,000	17,000,000
Warrant exercise price per share	$ 10	$ 10	$ 10
Horizon Sponsor LLC \| Class A Common Stock \| $15 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		17,000,000	17,000,000
Warrant exercise price per share		$ 15	$ 15
Horizon Sponsor LLC \| Class A Common Stock \| Public Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares		18,132,776	18,132,776
Horizon Sponsor LLC \| Class A Common Stock \| Public Warrants \| $10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	17,000,000
Horizon Sponsor LLC \| Class A Common Stock \| Public Warrants \| $15 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	17,000,000
Hoya Intermediate, LLC
Defined Benefit Plan Disclosure [Line Items]
Redemption of preferred units	$ 236,000
Stock value issued for exercise of warrants	1,000,000
Hoya Intermediate, LLC \| $10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 10	$ 10
Hoya Intermediate, LLC \| Public Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 10
Hoya Intermediate, LLC \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	15
Hoya Intermediate, LLC \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 10
Hoya Intermediate, LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		17,000,000
Hoya Intermediate, LLC \| Class A Common Stock \| $15 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 15	$ 15
Hoya Intermediate, LLC \| Common Units \| Public Warrants
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 15

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Customer credits redeemed	$ 2.6	$ 5.6	$ 7.8	$ 22.9	$ 24.3	$ 55.9	$ 7.4
Revenue from breakage	7.7	1.8	18.4	5.0	11.5	3.3	0.8
Increase and decrease in revenue	1.5	$ 4.6	0.2	$ 4.5	2.3	$ 5.1	$ 15.3
Milestone payment	$ 6.0		$ 6.0
Reduction In Estimated Rate Of Future Cancellations					$ 43.8

Equity - Additional Information (Details) - shares	12 Months Ended
Equity - Additional Information (Details) - shares	Dec. 31, 2022	Sep. 30, 2023	Dec. 31, 2021
Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units outstanding	82,410,774	101,803,392	79,091,871
Common Stock, Voting Rights	one
Common Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units outstanding	196,268,297
Vivid Seats Inc \| Redeemable Noncontrolling Interests [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Equity Method Investment, Ownership Percentage	40.50%
Hoya Topco, LLC \| Senior Preferred Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred units authorized	100
Hoya Topco, LLC \| Redeemable Preferred Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred Units issued	100
Hoya Topco, LLC \| Common Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred units authorized	100
Hoya Topco, LLC \| Redeemable Noncontrolling Interests [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred Units outstanding	0

Business Acquisition - Schedule of Purchase Consideration (Details) - Betcha - USD ($) $ in Thousands		12 Months Ended
	Dec. 13, 2021	Dec. 31, 2022
Business Acquisition [Line Items]
Fair value of common stock	$ 21,306	$ 2,600
Cash consideration	759
Fair value of milestone payments	9,470
Fair value of earnouts	3,400
Total purchase consideration	$ 34,935

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

7. PROPERTY AND EQUIPMENT

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


	2022		2021
Computer equipment	$	1,935	$	568
Furniture		1,625		—
Leasehold Improvements		7,467		—
Construction in progress		—		564

Total property and equipment		11,027		1,132
Less: accumulated depreciation		596		50

Total property and equipment – net	$	10,431	$	1,082

Depreciation expense related to property and equipment was $0.6 million, $0.1 million, and $0.6 million for the years ended December 31, 2022, 2021, and 2020, respectively, and is presented in Depreciation and amortization expense in the Consolidated Statements of Operations. There were no impairment charges for the years ended December 31, 2022 and 2021. For the year ended December 31, 2020,

long-lived

asset impairment charges related to property and equipment of $3.7 million were recognized, resulting in a full impairment of all property and equipment. The impairment charges are presented in Impairment charges in the Consolidated Statements of Operations. During the year ended December 31, 2022, we incurred a loss of $0.1 million on asset disposals related to property and equipment, which are included in General and administrative expenses in the Consolidated Statements of

Operations.

Earnings Per Share - Schedule of Net Income Attributable to Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Net income (loss)	$ (5,024)	$ 17,672	$ 18,761	$ 61,674	$ 45,963	$ 70,794
Hoya Topco's weighted average % allocation of Hoya Intermediate's net income (loss)	59.90%					59.50%
Hoya Topco's weighted average % allocation of Hoya Intermediate's net income		52.90%	59.10%	56.80%	59.50%
Net income attributable to Hoya Topco's redeemable noncontrolling interests	$ (3,010)	$ 9,341	$ 11,084	$ 35,045	$ 27,368	$ 42,117

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

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-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Revenue Recognition (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Disaggregation of Revenue [Line Items]

Schedule of Market Place Revenues

Marketplace revenues consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Marketplace revenues:
Owned Properties	$	122,778	$	106,597	$	329,006	$	288,827
Private Label		31,610		23,945		101,113		82,145

Total Marketplace revenues	$	154,388	$	130,542	$	430,119	$	370,972

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Marketplace revenues:
Concerts	$	87,142	$	63,802	$	239,762	$	188,291
Sports		52,169		52,812		143,118		143,012
Theater		14,788		13,526		45,705		37,997
Other		289		402		1,534		1,672

Total Marketplace revenues	$	154,388	$	130,542	$	430,119	$	370,972

During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the

following

(in thousands):


	2022		2021		2020
Marketplace revenues:
Owned Properties	$	400,413	$	308,226	$	24,188
Private Label		110,681		81,442		(907	)

Total Marketplace revenues	$	511,094	$	389,668	$	23,281

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


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

Total Marketplace revenues	$	511,094	$	389,668	$	23,281

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Business Acquisition - Additional Information (Details) - USD ($) $ in Thousands				3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 08, 2023	Dec. 13, 2021	Oct. 18, 2021	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Cash Earnouts						$ 1,100
Future milestone payments						5,900
Goodwill				$ 759,971	$ 759,971	715,258	$ 718,204	$ 377,100
Purchase Price of Acquisition	$ 10,946,100
Acquisition Costs				1,900	2,700
Class A Common Stock
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions			29,431,260
Future milestone payments						$ 1,100
Future Milestone Payments, Shares						300,000
Betcha
Business Acquisition [Line Items]
Acquisition Date		Dec. 13, 2021
Business Acquisition, Percentage of Voting Interests Acquired		100.00%
Cash consideration		$ 759
Cash Earnouts		3,400				$ 2,100
Future milestone payments		9,500				2,500
Definite-lived intangible assets						900
Goodwill		31,931		$ 45,351	$ 45,351	2,900
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		21,306				$ 2,600
Betcha \| Class A Common Stock
Business Acquisition [Line Items]
Cash consideration		$ 800
Stock Issued During Period, Shares, Acquisitions		2,100,000
WD Holdings Co. Ltd.
Business Acquisition [Line Items]
Acquisition Date	Sep. 08, 2023
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Purchase Price of Acquisition	$ 74,300

Income Taxes - (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
U.S. federal statutory income tax rate						21.00%	21.00%
Deferred taxes realizable						$ 1,900
Federal and state operating loss carryforwards expire beginning year						2029
Foreign operating loss carryforwards expire beginning year						2037
Operating loss carryforwards, state						$ 23,000
Operating loss carryforwards, Federal						45,500
Deferred Tax Assets, Valuation Allowance						118,734	$ 145,668	$ 1,828
Operating loss carryforwards, federal and state						46,400
Operating loss carryforwards, foreign						5,300
Impact of unrecognized tax benefits on effective tax rate, if recognized						7,500
Income tax expense (benefit) continuing operations	$ (2,600)	$ (100)		$ 21,600	$ (200)
State and Federal Net Operating Loss Rate				21.00%
Increase in deferred tax assets			$ 52,800	$ 52,845	$ 0
Income tax refund from authority			7,800
Liability from secondary offering			$ 99,000	99,000
Deferred tax assets	$ 31,300			31,300		$ 120,709	$ 145,714
Adjustments to additional paid in capital				$ (46,100)
Tax receivable agreement percentage of amount of tax savings				85.00%
Aggregate tax amount saved				$ 116,400
Percentage of tax payable under tax receivable agreement	85.00%			85.00%
Amount of tax payable under tax receivable agreement				$ 99,000
Tax receivable agreement, amount due for payments	$ 0			$ 0
Tax receivable agreement period due for payments				15 years
Federal [Member]
U.S. federal statutory income tax rate						21.00%

Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Impairment	$ 563,200	$ 563,200	$ 563,200
Indefinite-lived trademark					$ 78,700
Carrying Amount of Definite Lived Intangible Assets		17,310
Property and equipment		$ 596	$ 50
Hoya Intermediate, LLC
Acquired Finite-Lived Intangible Assets [Line Items]
Impairment				$ 377,101
Indefinite-lived trademark				78,734
Carrying Amount of Definite Lived Intangible Assets				107,365
Property and equipment				3,670
Personal seat licenses				6,968
Total impairment charges				$ 573,838

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

Accounts Receivable - Net	9 Months Ended
Accounts Receivable - Net	Sep. 30, 2023
Receivables [Abstract]
Accounts Receivable - Net	6. ACCOUNTS RECEIVABLE—NET As of September 30, 2023 and December 31, 2022, Accounts receivable – net was $64.8 million and $36.5 million, respectively. $42.2 million and $18.9 million of the Accounts receivable balance at September 30, 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. $7.8 million and $1.0 million of the Accounts receivable balance at September 30, 2023 and December 31, 2022, respectively, consisted of amounts due from marketplace ticket sellers for canceled events and costs of replacement tickets. We recorded an allowance for credit losses of $4.0 million and $0.1 million at September 30, 2023 and December 31, 2022, respectively, to reflect potential challenges in collecting funds from marketplace ticket sellers. The allowance for credit losses increased during the nine months ended September 30, 2023 as certain ticket sellers on the marketplace platform generated balances in excess of their existing payables, creating a greater risk of credit losses on these receivables. $12.1 million and $11.7 million of the Accounts receivable balance at September 30, 2023 and December 31, 2022, respectively, consisted of amounts due from distribution partners for cancellation charges, primarily related to canceled events. We recorded an allowance for credit losses of $5.0 million and $3.6 million at September 30, 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 Statement of Operations. There were no write-offs for the three and nine months ended September 30, 2023 and 2022.

Business Acquisition - Components of Identifiable Intangible Assets acquired (in Thousands) and their Estimated Useful Lives (in years) as of the Date of Acquisition (Details) - Betcha Sports Inc [Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 13, 2021
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 31,846	$ 4,430		$ 4,430
Customer Relationships [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 5,500	$ 1,530
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	4 years	2 years
Trade Names [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 2,173
Developed Technology Rights [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 4,210	$ 2,900
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	3 years		5 years
Supplier Relationships [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 19,963
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	5 years

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net income (loss)	$ 61,674	$ 45,963	$ 70,794
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,603	5,269	7,732	$ 2,322	$ 48,247
Amortization of deferred financing costs and interest rate cap	688	819	1,052	4,472	3,863
Equity-based compensation expense	20,488	13,982	19,053	6,047	4,287
Loss on extinguishment of debt	0	4,285	4,285	35,828	685
Change in fair value of warrants	(991)	(6,618)	(8,227)	1,389	0
Amortization of leases	467	1,591	2,170	0	0
Loss on asset disposals	51	63	369	0	169
Change in fair value of contingent consideration	(998)	(1,220)	(2,065)	0	0
Interest expense paid-in-kind			0	25,214	15,678
Impairment charges			0	0	573,838
Change in fair value of derivative asset	83	0
Deferred taxes	(22,678)	0
Non-cash interest income	(125)	0
Foreign currency revaluation losses	542	0
Change in assets and liabilities:
Accounts receivable	(26,147)	(4,292)	(329)	(874)	(10,250)
Inventory	(8,702)	(2,350)	(1,010)	(4,311)	4,094
Prepaid expenses and other current assets	(19,239)	37,778	42,894	7,623	(67,584)
Accounts payable	50,484	(26,737)	(30,779)	128,160	(28,674)
Accrued expenses and other current liabilities	18,415	(73,938)	(94,415)	14,196	195,404
Deferred revenue	2,464	8,492	6,844	19,183	24
Other non-current assets and liabilities	6,365	(1,680)	(3,978)	(189)	512
Deferred paid-in-kind interest paid on May 2020 First Lien Loan			0	(44,141)	0
Net cash provided by operating activities	114,386	1,389	14,375	175,790	(33,892)
Cash flows from investing activities
Purchases of property and equipment	(785)	(2,727)	(3,558)	(1,132)	(341)
Investments in developed technology	(7,770)	(8,988)	(11,684)	(8,438)	(7,264)
Purchases of personal seat licenses	(542)	(165)	(165)	(76)	0
Cash adjustment in acquisition	0	(8)	(8)	301	0
Acquisition of business, net of cash acquired	(55,935)	0
Investments in convertible promissory note and warrant	(6,000)	0
Net cash used in investing activities	(71,032)	(11,888)	(15,415)	(9,345)	(7,605)
Cash flows from financing activities
Repurchase of common stock as treasury stock	(7,612)	(3,050)	(32,494)	0	0
Cash paid for milestone payments	(6,005)	0	(1,111)	0	0
Payments of deferred financing costs and other debt-related costs	0	(4,856)	(4,856)	0	(8,479)
Distributions to non-controlling interest	(11,016)	(4,918)	(5,245)	0	0
Proceeds from PIPE Financing			0	475,172	0
Proceeds from the Merger Transaction			0	277,738	0
Redemption of Redeemable Senior Preferred Units			0	(236,026)	0
Payments of February 2022 First Lien Loan	(2,063)	(1,375)
Prepayment penalty on extinguishment of debt			0	(27,974)	0
Payment of reverse recapitalization costs			0	(20,175)	0
Dividends paid to Class A Common Stock Shareholders			0	(17,698)	0
Proceeds from Revolving Facility			0	0	50,000
Payments of Revolving Facility			0	0	(50,000)
Distributions			0	0	(120)
Net cash used in financing activities	(26,696)	(204,911)	(236,480)	38,028	245,545
Impact of foreign exchange on cash and cash equivalents, and restricted cash	786	0
Net increase (decrease) in cash, cash equivalents, and restricted cash	17,444	(215,410)	(237,520)	204,473	204,048
Cash, cash equivalents, and restricted cash - beginning of period	252,290	489,810	489,810	285,337	81,289
Cash, cash equivalents, and restricted cash - end of period	269,734	274,400	252,290	489,810	285,337
Supplemental disclosure of cash flow information:
Cash paid for interest	13,250	9,886	14,794	72,736	34,592
Cash paid for operating lease liabilities	686	2,587
Right-of-use assets obtained in exchange for lease obligations	0	3,406	3,406	0	0
Paid-in-kind interest added to May 2020 First Lien Loan principal			0	28,463	15,678
Acquisition non-cash consideration			0	21,306	0
Property and equipment acquired through tenant improvement allowance	0	5,346	6,472	0	0
Equity-based compensation expense related to capitalized development costs			79	0	0
Cash paid for income tax	401	0
Establishment of liabilities under Tax Receivable Agreement	98,977	0
Establishment of deferred tax asset under Tax Receivable Agreement and Secondary Offering	52,845	0
Subsidiaries [Member]
Cash flows from operating activities
Net income (loss)	84,616	45,945	70,779	(19,129)	(774,185)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,603	5,269	7,732	2,322	48,247
Loss on extinguishment of debt	0	4,285	4,285	35,828	685
Change in fair value of contingent consideration	(998)	(1,220)	(2,065)	0	0
Impairment charges			0	0	573,838
June 2017 First Lien Loan
Cash flows from financing activities
Payments of June 2017 First Lien Loan	0	(465,712)
Payments of June 2017 First Lien Loan			(465,712)	(153,009)	(5,856)
February 2022 First Lien Loan
Cash flows from financing activities
Payments of June 2017 First Lien Loan			(2,062)	0	0
Proceeds from First Lien Loan			275,000	0	0
Proceeds from February 2022 First Lien Loan	$ 0	$ 275,000
May 2020 First Lien Loan
Cash flows from financing activities
Payments of February 2022 First Lien Loan			0	(260,000)	0
Proceeds from First Lien Loan			$ 0	$ 0	$ 260,000

Impairments

12 Months Ended

Dec. 31, 2022

Acquired Finite-Lived Intangible Assets [Line Items]

Impairments

6. IMPAIRMENTS

As disclosed in Note 2,

Summary of Significant Accounting Policies,

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

recoverable.

During

the second quarter of 2020, we identified the

COVID-19

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

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


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

Total impairment charges	$	573,838

Long-lived asset impairments

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

Property, Plant, and Equipment

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

For the fair value of the asset group, we compared the expected future undiscounted cash flows associated with the asset group to the long-lived asset group’s carrying value and concluded that the carrying value was not recoverable. We then measured the fair value of the asset group using a discounted cash flow model. The significant estimates used in the undiscounted and discounted cash flow models include projected operating cash flows; forecasted capital expenditures and working capital needs; rates of long-term growth; and the discount rate (in the discounted cash flow model). The significant unobservable inputs included forecasted revenues which reflected significant declines in earlier years as a result of the

COVID-19

pandemic and included estimates regarding when revenue would return to

pre-pandemic

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

pre-pandemic

levels.

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


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

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


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

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

Operations.

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

Indefinite-lived trademark and goodwill impairments

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

As part of the goodwill impairment assessment performed during the second quarter of 2020, we determined that the carrying value of its Marketplace reporting unit exceeded its estimated fair value, resulting in a goodwill impairment charge of $377.1 million, which is presented in Impairment charges in the Consolidated Statements of Operations. The fair value estimate of our reporting units was based on a blended analysis of the present value of future discounted cash flows and market value approach, using Level 3 inputs. The significant estimates used in the discounted cash flow models are projected operating cash flows; forecasted capital expenditures and working capital needs; weighted average cost of capital; and rates of long-term growth. These estimates considered the recent deterioration in financial performance of the reporting units, as well as the anticipated rate of recovery, and implied risk premiums based on the market prices of our equity and debt as of the assessment date. The significant estimates used in the market multiple valuation approach include identifying business factors; such as size, growth, profitability, risk and return on investment; and assessing comparable revenue and earnings multiples. Following the impairment charge, the carrying value of the Marketplace reporting unit’s goodwill was $683.3 million. In accordance with its annual

re-assessment,

we assessed its goodwill and indefinite-lived trademark for impairment as of October 31, 2020, determining no further impairment had occurred. No triggering events were identified during the years ended December 31, 2022 and 2021.

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

Fair Value Measurement

(“ASC 820”).

Subsequent events	9 Months Ended
Subsequent events	Sep. 30, 2023
Subsequent Event [Line Items]
Subsequent Events	19. SUBSEQUENT EVENTS On November 3, 2023, we entered into a definitive agreement to acquire 100% ownership of VDC Holdco, LLC, the indirect parent company of Vegas.com, LLC, a leading entertainment marketplace for consumers exploring Las Vegas, Nevada. The agreed upon purchase price was approximately $243.8 million, which is subject to customary closing adjustments, comprised of approximately $153.6 million in cash and approximately 15.6 million shares of our Class A common stock (calculated based on a price per share of $5.80, representing the average daily volume weighted price per share for each of the five consecutive trading days ending on and including November 2, 2023). The transaction also closed on November 3, 2023. We financed the cash portion of the purchase price with cash on hand.

Fair Value Measurements - Significant Unobservable Inputs for Level 3 Fair Value Measurement (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Risk-free rate	4.60%	3.90%	1.50%
Expected term (years)	8 years 1 month 6 days	8 years 9 months 18 days	9 years 9 months 18 days
Estimated volatility	46.00%	39.00%	36.00%
Expected dividend yield	0.00%	0.00%	0.00%
Level 3 \| Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Risk-free rate	4.60%
Expected term (years)	7 years
Estimated volatility	55.00%
Expected dividend yield	0.00%
Level 3 \| Convertible promissory note [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Expected term (years)	7 years
Dividend yield	23.00%

Revenue Recognition

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Disaggregation of Revenue [Line Items]

Revenue Recognition

4. REVENUE RECOGNITION

During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the

following

(in thousands):


	2022		2021		2020
Marketplace revenues:
Owned Properties	$	400,413	$	308,226	$	24,188
Private Label		110,681		81,442		(907	)

Total Marketplace revenues	$	511,094	$	389,668	$	23,281

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


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

Total Marketplace revenues	$	511,094	$	389,668	$	23,281

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

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

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

Disaggregation of Revenue [Line Items]

Revenue Recognition

4. REVENUE RECOGNITION

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606,

Revenue from Contracts with Customers

. 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 our websites and mobile applications, and from our Private Label offering, which is comprised of numerous distribution partners.

Marketplace revenues consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Marketplace revenues:
Owned Properties	$	122,778	$	106,597	$	329,006	$	288,827
Private Label		31,610		23,945		101,113		82,145

Total Marketplace revenues	$	154,388	$	130,542	$	430,119	$	370,972

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Marketplace revenues:
Concerts	$	87,142	$	63,802	$	239,762	$	188,291
Sports		52,169		52,812		143,118		143,012
Theater		14,788		13,526		45,705		37,997
Other		289		402		1,534		1,672

Total Marketplace revenues	$	154,388	$	130,542	$	430,119	$	370,972

Resale revenues were $33.7 million and $84.5 million during the three and nine months ended September 30, 2023, respectively, and $26.3 million and $64.3 million during the three and nine months ended September 30, 2022, respectively.

At September 30, 2023, Deferred revenue in the Condensed Consolidated Balance Sheets was $34.4 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 $1.9 million and $13.6 million was recognized as revenue during the three and nine months ended September 30, 2023, respectively. At December 31, 2021, $25.1 million was recorded as Deferred revenue, of which $1.2 million and $7.2 million was recognized as revenue during the three and nine months ended September 30, 2022, respectively.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

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

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue from Related Parties					$ 89,200	$ 53,400	$ 11,800
Deferred revenue	$ 34,447		$ 34,447		31,983	25,139
Revenue from Related Parties	33,700	$ 26,300	84,500	$ 64,300
Deferred Revenue, Revenue Recognized	$ 1,900	$ 1,200	$ 13,600	$ 7,200	$ 16,200
Deferred revenue, recognized period					next seven years
Minimum
Disaggregation of Revenue [Line Items]
Stamp Expiration Term					2 years
Credits Expiration Term					2 years
Maximum
Disaggregation of Revenue [Line Items]
Stamp Expiration Term					3 years
Credits Expiration Term					4 years
Subsidiaries [Member]
Disaggregation of Revenue [Line Items]
Deferred revenue							$ 6,000
Deferred Revenue, Revenue Recognized						$ 3,300

Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Hoya Intermediate, LLC	Senior Preferred Units	Preferred Units	Class A Common Stock	Class B Common Stock	Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Noncontrolling Interest	Noncontrolling Interest Hoya Intermediate, LLC	Accumulated Deficit	Accumulated Deficit Hoya Intermediate, LLC	Accumulated Other Comprehensive Loss	Treasury Stock
Temporary equity, Balances, shares at Dec. 31, 2019			100	100
Temporary equity, Balances at Dec. 31, 2019			$ 197,154	$ 9,939
Balances, shares at Dec. 31, 2019							100
Balances at Dec. 31, 2019	$ 518,276									$ 772,683			$ (252,490)		$ (1,917)
Net income	(774,185)	$ 0											(774,185)
Net income attributable to redeemable noncontrolling interests		0
Unrealized gain (loss) on derivative instruments	887														887
Deemed contribution from former parent	4,287									4,287
Temporary equity, Accretion of senior preferred units			$ 21,134
Accretion of senior preferred units	(21,134)									(21,134)
Loss reclassified from accumulated other comprehensive loss to earnings	208														208
Distributions to former parent	(120)									(120)
Net loss Prior to Reverse Recapitalization		(773,090)
Balances at Dec. 31, 2020	(271,781)									755,716			(1,026,675)		(822)
Balances, shares at Dec. 31, 2020							100
Temporary equity, Balances, shares at Dec. 31, 2020			100	100
Temporary equity, Balances at Dec. 31, 2020			$ 218,288	$ 9,939
Net income		(3,283)
Net income attributable to redeemable noncontrolling interests		(3,010)
Equity-based compensation	1,624									1,624
Change in fair value of warrants	1,269									1,269
Subsequent remeasurement of Redeemable noncontrolling interests	(1,203,714)									(1,203,714)	$ 1,203,714
Net loss Prior to Reverse Recapitalization	(12,836)	(12,836)											(12,836)
Loss Reclassified From Accumulated Other Comprehensive Loss to Earnings Prior to Reverse Recapitalization	822														822
Deemed contribution from former parent prior to reverse recapitalization	3,692									3,692
Temporary Accretion of Senior Preferred Units Prior to Reverse Recapitalization			$ 17,738
Accretion of Senior Preferred Units Prior to Reverse Recapitalization	(17,738)									(17,738)
Temporary Equity Reverse Recapitalization, Net - Shares			(100)	(100)
Temporary Equity Reverse Recapitalization, Net			$ (236,026)	$ (9,939)
Reverse Recapitalization, Net - Shares							(100)	76,948,433	118,200,000
Reverse Recapitalization, Net	637,361							$ 8	$ 12	637,341	84,874
Net Income (loss) After Reverse Recapitalization	(3,283)										(3,010)		(3,283)
Deemed contribution from parent after reverse recapitalization	293									293	438
Issuance of shares related to acquisition	21,306									21,306
Issuance of shares related to acquisition, Shares								2,143,438
Dividends paid to Class A Common Shareholders	(17,698)									(17,698)
Balances at Dec. 31, 2021	(860,683)							$ 8	$ 12	182,091	1,286,016		(1,042,794)		0	$ 0
Balances, shares at Dec. 31, 2021					79,091,871	118,200,000		79,091,871	118,200,000							0
Temporary equity, Balances at Dec. 31, 2021											1,286,016
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 at Mar. 31, 2022	(875,224)							$ 8	$ 12	166,291			(1,041,535)		0
Balances, shares at Mar. 31, 2022								79,166,943	118,200,000
Temporary equity, Balances at Mar. 31, 2022											1,307,292
Temporary equity, Balances at Dec. 31, 2021											1,286,016
Balances, shares at Dec. 31, 2021					79,091,871	118,200,000		79,091,871	118,200,000							0
Balances at Dec. 31, 2021	(860,683)							$ 8	$ 12	182,091	1,286,016		(1,042,794)		0	$ 0
Net income		18,577
Net income attributable to redeemable noncontrolling interests		27,368
Balances at Sep. 30, 2022	(425,463)							$ 8	$ 12	601,784			(1,024,217)		0	$ (3,050)
Balances, shares at Sep. 30, 2022								82,041,142	118,200,000							(397,551)
Temporary equity, Balances at Sep. 30, 2022											905,412
Temporary equity, Balances at Dec. 31, 2021											1,286,016
Balances, shares at Dec. 31, 2021					79,091,871	118,200,000		79,091,871	118,200,000							0
Balances at Dec. 31, 2021	$ (860,683)							$ 8	$ 12	$ 182,091	1,286,016		(1,042,794)		0	$ 0
Net income		28,662										$ 42,117		$ 28,662
Net income attributable to redeemable noncontrolling interests		42,117
Issuance of shares, shares	14,621							591,118		14,621
Deemed contribution from former parent	$ 1,824									$ 1,824	2,687
Repurchases of common stock	(32,494)															$ (32,494)
Repurchases of common stock Share																$ (4,342,477)
Distributions to non-controlling interest											(5,245)
Increase in common shares outstanding following warrant exchange								2,727,785
Reclassification of contingent consideration	2,657									2,657
Subsequent remeasurement of Redeemable noncontrolling interests	462,715									462,715	(462,715)
Net loss Prior to Reverse Recapitalization		0
Balances at Dec. 31, 2022	(382,698)							$ 8	$ 12	663,908	862,860		(1,014,132)		0	$ (32,494)
Balances, shares at Dec. 31, 2022					82,410,774	118,200,000		82,410,774	118,200,000							(4,342,477)
Temporary equity, Balances at Dec. 31, 2022											862,860
Temporary equity, Balances at Mar. 31, 2022											1,307,292
Balances, shares at Mar. 31, 2022								79,166,943	118,200,000
Balances at Mar. 31, 2022	(875,224)							$ 8	$ 12	166,291			(1,041,535)		0
Net income	9,655												9,655
Net income attributable to redeemable noncontrolling interests											14,405
Issuance of shares, shares								74,089
Equity-based compensation	4,145									4,145
Deemed contribution from former parent	468									468	699
Distributions to non-controlling interest	4,108									(4,108)
Subsequent remeasurement of Redeemable noncontrolling interests	439,442									439,442	(439,442)
Balances at Jun. 30, 2022	(425,622)							$ 8	$ 12	606,238			(1,031,880)
Balances, shares at Jun. 30, 2022								79,241,032	118,200,000
Temporary equity, Balances at Jun. 30, 2022											882,954
Net income	7,663	7,663											7,663
Net income attributable to redeemable noncontrolling interests		11,084									11,084
Issuance of shares, shares								72,325
Equity-based compensation	4,029									4,029
Deemed contribution from former parent	427									427	617
Repurchases of common stock	(3,050)															$ (3,050)
Repurchases of common stock Share																$ (397,551)
Distributions to non-controlling interest											(810)
Increase in common shares outstanding following warrant exchange								2,727,785
Reclassification of contingent consideration	2,657									2,657
Subsequent remeasurement of Redeemable noncontrolling interests	(11,567)									(11,567)	(11,567)
Balances at Sep. 30, 2022	(425,463)							$ 8	$ 12	601,784			(1,024,217)		0	$ (3,050)
Balances, shares at Sep. 30, 2022								82,041,142	118,200,000							(397,551)
Temporary equity, Balances at Sep. 30, 2022											905,412
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	862,860		(1,014,132)		0	$ (32,494)
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 at Mar. 31, 2023	(397,276)							$ 9	$ 12	644,759			(1,001,950)			$ (40,106)
Balances, shares at Mar. 31, 2023								82,902,276	118,200,000							(5,291,497)
Temporary equity, Balances at Mar. 31, 2023											901,866
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	862,860		(1,014,132)		0	$ (32,494)
Net income		49,571
Net income attributable to redeemable noncontrolling interests		35,045
Balances at Sep. 30, 2023	(120,289)							$ 11	$ 10	884,523			(964,561)		(166)	$ (40,106)
Balances, shares at Sep. 30, 2023					101,803,392	99,800,000		101,803,392	99,800,000							(5,291,497)
Temporary equity, Balances at Sep. 30, 2023											640,717
Temporary equity, Balances at Mar. 31, 2023											901,866
Balances, shares at Mar. 31, 2023								82,902,276	118,200,000							(5,291,497)
Balances at Mar. 31, 2023	(397,276)							$ 9	$ 12	644,759			(1,001,950)			$ (40,106)
Net income	30,712												30,712
Net income attributable to redeemable noncontrolling interests											7,614
Issuance of shares, shares								309,529
Equity-based compensation	6,524									6,524
Deemed contribution from former parent	431									431	544
Distributions to non-controlling interest											(7,200)
Subsequent remeasurement of Redeemable noncontrolling interests	(32,656)									(32,656)	32,656
Secondary offering of Class A common stock	145,064							$ 2	$ (2)	145,064	(145,064)
Secondary Offering of Class A common stock ,shares								18,400,000	(18,400,000)
Establishment of liabilities under Tax Receivable Agreement, net of tax and other tax impact of Secondary Offering (Note 16)	(46,132)									(46,132)
Balances at Jun. 30, 2023	(293,333)							$ 11	$ 10	717,990			(971,238)			$ (40,106)
Balances, shares at Jun. 30, 2023								101,611,805	99,800,000							(5,291,497)
Temporary equity, Balances at Jun. 30, 2023											790,416
Net income	6,677	6,677											6,677
Net income attributable to redeemable noncontrolling interests		$ 9,341									9,341
Issuance of shares, shares								191,587
Equity-based compensation	6,722									6,722
Deemed contribution from former parent	481									481	498
Subsequent remeasurement of Redeemable noncontrolling interests	159,330									159,330	(159,330)
Other comprehensive loss	(166)										(208)				(166)
Balances at Sep. 30, 2023	$ (120,289)							$ 11	$ 10	$ 884,523			$ (964,561)		$ (166)	$ (40,106)
Balances, shares at Sep. 30, 2023					101,803,392	99,800,000		101,803,392	99,800,000							(5,291,497)
Temporary equity, Balances at Sep. 30, 2023											$ 640,717

Prepaid Expenses and Other Current Assets - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in recovery of future customer compensation	$ 19.1	$ 35.0

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

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Financial Instruments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Summary of Fair Value of Option Contingent Warrants

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


	September 30, 2023			December 31, 2022
Estimated volatility		46.0	%		39.0	%
Expected term (years)		8.1			8.8
Risk-free rate		4.6	%		3.9	%
Expected dividend yield		0.0	%		0.0	%

The

ollowin

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


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

Summary of Effects of Hedge Accounting and Interest Rate Swaps

The

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


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

Ending accumulated derivative loss in AOCL	$	—

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


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

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

Background, Description of Business and Basis of Presentation

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Vivid Seats Inc

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

Background, Description of Business 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 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, Canada and Japan. 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 these 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. These 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 together with the audited annual consolidated financial statements and accompanying notes included in our Annual Report on Form

10-K

for the fiscal year ended December 31, 2022 and Amendment No. 1 thereto, which were filed with the SEC on March 7, 2023 and May 9, 2023, respectively (together, our “2022 Form

10-K”).

These 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. Certain prior period amounts of Other

non-current

assets have been reclassified to conform to current period presentation. These reclassifications had no effect on previously reported totals for assets, liabilities, shareholders’ deficit, cash flows or net income.

1. BACKGROUND, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

The Merger Transaction and PIPE Financing

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

In connection with the Merger Transaction, VSI:

•

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

•

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

•

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

•

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

•

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

•

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

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

Financial

Instruments

Following

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

Immaterial Correction of an Error in Prior Period

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

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


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

COVID-19

Update

—Beginning in the second quarter of 2021, and continuing throughout 2022, we have seen a recovery in ticket orders as mitigation measures ease. While we have experienced recovery from the

COVID-19

pandemic, uncertainty remains around the potential for new variants to emerge or case counts to rise. We expect some of our key accounting estimates to continue to evolve depending on the degree of future impacts associated with the

COVID-19

pandemic. If economic conditions caused by the pandemic worsen, our

financial

condition, cash flows, and results of operations may be materially

impacted.

Business Acquisition (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

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

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


Cash	$	18,390
Accounts receivable		2,182
Inventory		49
Prepaid expenses and other current assets		259
Property and equipment		67
Right-of-use assets		1,927
Other net assets		675
Intangible assets		31,846
Goodwill		45,351
Accounts payable		(7,427	)
Accrued expenses and other current liabilities		(3,901	)
Current maturities of long-term debt		(566	)
Long-term debt		(2,546	)
Other non-current liabilities		(11,981	)

Net assets acquired	$	74,325

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


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

Net assets acquired	$	34,935

Schedule of Purchase Consideration

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


Fair value of common stock	$	21,306
Cash consideration		759
Fair value of milestone payments		9,470
Fair value of earnouts		3,400

Total purchase consideration	$	34,935

Schedule of Components of Intangible Assets Acquired

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


	Cost		Estimated Useful Life
Tradename	$	2,173	Indefinite
Supplier relationships		19,963	5 years
Customer relationships		5,500	4 years
Developed technology		4,210	3 years

Total acquired intangible assets	$	31,846

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


	Cost		Estimated Useful Life
Customer relationships		1,530		2 years
Developed technology		2,900		5 years

Total acquired intangible assets	$	4,430

Equity-Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - us-gaap_EmployeeStockOptionMember	Jun. 14, 2023	Mar. 10, 2023	Nov. 11, 2022	Mar. 11, 2022	Oct. 19, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	42.00%	42.00%	40.00%	37.50%	28.00%
Expected term (years)	7 years	5 years 10 months 24 days	5 years 10 months 24 days	5 years 10 months 24 days	10 years
Interest rate	4.00%	3.90%	3.90%	2.00%	1.70%
Dividend yield	0.00%	0.00%	0.00%	0.00%	0.00%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Future lease payments

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

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


	Operating Leases
2023		906
2024		2,030
2025		2,450
2026		2,471
2027		2,436
2028		2,486
Thereafter		9,817

Total remaining lease payments		22,596
Less: Imputed interest		7,104

Present value of lease liabilities	$	15,492

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


	Operating Leases
2022		3,437
2023		905
2024		2,038
2025		2,458
2026		2,477
Thereafter		14,736

Total remaining lease payments	$	26,051

Goodwill and Intangible Assets

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

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

Goodwill and Intangible Assets

8. GOODWILL AND INTANGIBLE ASSETS

Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $47.1 million and $17.3 million at September 30, 2023 and December 31, 2022, respectively, and accumulated amortization of $17.2 million and $9.6 million at September 30, 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
Wavedash acquisition		29,673			2,173			45,351
Foreign currency translation		(418	)		(30	)		(638	)
Capitalized development costs		8,067			—			—
Disposals		(43	)		—			—
Amortization		(7,525	)		—			—

Balance at September 30, 2023	$	47,064		$	66,809		$	759,971


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2022	$	13,845		$	64,666	$	718,204
Betcha acquisition adjustment		(890	)		—		(2,946	)
Capitalized development costs		8,988			—		—
Amortization		(5,009	)		—		—

Balance at September 30, 2022	$	16,934		$	64,666	$	715,258

We had recorded $563.2 million of cumulative impairment charges related to our intangible assets and goodwill as of September 30, 2023 and December 31, 2022.

Amortization expense on our definite-lived intangible assets was $2.9 million and $7.5 million for the three and nine months ended September 30, 2023, respectively, and $2.1 million and $5.0 million for the three and nine months ended September 30, 2022, respectively. Amortization expense is presented in Depreciation and amortization in the Condensed Consolidated Statements of Operations.

9. GOODWILL AND INTANGIBLE ASSETS

Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $17.3 million and $13.8 million at December 31, 2022 and 2021, respectively. At December 31, 2022 and 2021, accumulated amortization related to our developed technology was $9.6 million and $2.5 million, respectively. Our goodwill is included in our Marketplace segment.

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


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2021	$	2,358		$	64,666	$	683,327
Acquisition		5,320			—		34,877
Capitalized development costs		8,438			—		—
Amortization		(2,271	)		—		—

Balance at December 31, 2021		13,845			64,666		718,204
Acquisition adjustment		(890	)		—		(2,946	)
Capitalized development costs		11,763			—		—
Disposals		(259	)		—		—
Amortization		(7,149	)		—		—

Balance at December 31, 2022	$	17,310		$	64,666	$	715,258

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

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

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


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

Total	$	17,310

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets					$ 17,310
Amortization of intangible assets	$ 2,900	$ 2,100	$ 7,500	$ 5,000	7,100	$ 2,300	$ 47,400
Impairment charges			563,200		$ 563,200	563,200
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]					Asset Impairment Charges
Hoya Intermediate, LLC
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets							107,365
Impairment charges							$ 377,101
Developed Technology
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets	47,100		47,100		$ 17,300
Accumulated amortization	$ 17,200		$ 17,200		9,600
Developed Technology \| Hoya Intermediate, LLC
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets					17,300	13,800
Accumulated amortization					9,600	$ 2,500
Definite-lived intangible assets
Goodwill [Line Items]
Loss on asset disposals					$ 300

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

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Outstanding debt

Background, Description of Business and basis of presentation - Summery of correction in the Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Deferred paid-in-kind interest paid on May 2020 First Lien Loan			$ 0	$ 44,141	$ 0
Net cash provided by operating activities	$ 114,386	$ 1,389	14,375	175,790	(33,892)
Cash flows from financing activities
Payments of May 2020 First Lien Loan	(2,063)	(1,375)
Net cash used in financing activities	(26,696)	(204,911)	(236,480)	38,028	245,545
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 13,250	$ 9,886	$ 14,794	72,736	$ 34,592
As Reported
Cash flows from operating activities
Deferred paid-in-kind interest paid on May 2020 First Lien Loan				0
Net cash provided by operating activities				219,931
Cash flows from financing activities
Payments of May 2020 First Lien Loan				(304,141)
Net cash used in financing activities				(6,113)
Supplemental disclosure of cash flow information:
Cash paid for interest				28,595
As Restated
Cash flows from operating activities
Deferred paid-in-kind interest paid on May 2020 First Lien Loan				(44,141)
Net cash provided by operating activities				175,790
Cash flows from financing activities
Payments of May 2020 First Lien Loan				260,000
Net cash used in financing activities				38,028
Supplemental disclosure of cash flow information:
Cash paid for interest				$ 72,736

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

Debt (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Debt Disclosure [Abstract]

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


	September 30, 2023			December 31, 2022
February 2022 First Lien Loan	$	270,875		$	272,938
Shoko Chukin Bank Loan		3,068			—

Total long-term debt, gross		273,943			272,938
Less: unamortized debt issuance costs		(4,760	)		(5,290	)

Total long-term debt, net of issuance costs		269,183			267,648
Less: current portion		(3,308	)		(2,750	)

Total long-term debt, net	$	265,875		$	264,898

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


	2022			2021
June 2017 First Lien Loan	$	—		$	465,712
February 2022 First Lien Loan		272,938			—

Total long-term debt, gross		272,938			465,712
Less: unamortized debt issuance costs		(5,290	)		(5,580	)

Total long-term debt, net of issuance costs		267,648			460,132
Less: current portion		(2,750	)		—

Total long-term debt, net	$	264,898		$	460,132

Summary of Future Maturities of Outstanding Debt

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


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

Total	$	272,938

Debt - Summary of Future maturities of our outstanding debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2023		$ 2,750
2024		2,750
2025		2,750
2026		2,750
2027		2,750
Thereafter		259,188
Total	$ 273,943	$ 272,938	$ 465,712

Financial Instruments - Summary of Effects of Hedge Accounting and Interest Rate Swaps (Details) - Subsidiaries [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Beginning accumulated derivative loss in AOCL		$ (1,917)
Amount of gain (loss) recognized in AOCL		887
Less: Amount of loss reclassified from AOCL to income		(208)
Ending accumulated derivative loss in AOCL		(822)
Interest Rate Swap
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Beginning accumulated derivative loss in AOCL		(887)
Amount of gain (loss) recognized in AOCL		887
Less: Amount of loss reclassified from AOCL to income		0
Ending accumulated derivative loss in AOCL		0
Interest Rate Cap
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Beginning accumulated derivative loss in AOCL	$ (822)	(1,030)
Amount of gain (loss) recognized in AOCL	0	0
Less: Amount of loss reclassified from AOCL to income	(822)	(208)
Ending accumulated derivative loss in AOCL	$ 0	$ (822)

Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Estimated volatility	46.00%	39.00%	36.00%
Expected term (years)	8 years 1 month 6 days	8 years 9 months 18 days	9 years 9 months 18 days
Risk-free rate	4.60%	3.90%	1.50%
Expected dividend yield	0.00%	0.00%	0.00%

Leases (Additional Information) (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted average discount rate			7.00%
initial term			12 months
Right-of-use assets - net	$ 9,291		$ 7,859	$ 0
Right-of-use assets obtained in exchange for lease obligations	$ 0	$ 3,406	3,406	0	$ 0
Total remaining lease payments			$ 600	26,051
Weighted remaining average minimum lease term			9 years 8 months 12 days
Accrued expenses and other current liabilities			$ 14,900
Renewal lease term			5 years
lease payments				16,200
Operating Leases, Rent Expense, Net				0
Tenant Improvement Allowance			$ 6,500
leasehold improvement costs			6,500
Operating and variable lease expenses			3,600	$ 3,700	$ 2,800
Operating Lease, Payments, Use			$ 3,100

Related-Party Transactions	9 Months Ended	12 Months Ended
Related-Party Transactions	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	15. 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 of 1986, as amended (the “IRC”). 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 its statement of activities with our financial results. We made no charitable contributions to Vivid Cheers during the three and nine months ended September 30, 2023. We made no charitable contributions to Vivid Cheers during the three months ended September 30, 2022, and $0.6 million during the nine months ended September 30, 2022. We had no accrued charitable contributions payable as of September 30, 2023 and December 31, 2022. Viral Nation Inc. Viral Nation Inc. (“Viral Nation”) is a marketing agency that creates viral 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, LLC, which owns in excess of 25% of Viral Nation. We incurred an expense of $0.1 million for the three and nine months ended September 30, 2023 and $0.2 million and $0.8 million for the three and nine months ended September 30, 2022, respectively, which is presented in Marketing and selling expenses on the Condensed Consolidated Statements of Operations. Rolling Stone Rolling Stone, LLC (“Rolling Stone”) is a high-profile magazine and media platform that focuses on music, film, television, and news coverages. Todd Boehly, a member of our Board, is the Co-Founder, Chairman and CEO of Eldridge Industries, LLC, which owns in excess of 20% of Rolling Stone. We incurred an expense of $0.2 million and $0.7 million as part of our multifaceted partnership with Rolling Stone for the three and nine months ended September 30, 2023, respectively, which is presented in Marketing and selling expenses on the Condensed Consolidated Statements of Operations. We incurred an expense of $0.5 million and $0.6 million for the three and nine months ended September 30, 2022, respectively. Khoros, LLC Khoros, LLC (“Khoros”) is a social media engagement and management platform. Martin Taylor, a member of our Board, is a Senior Managing Director 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 and $0.1 million for the three and nine months ended September 30, 2023, respectively, and less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2022, respectively, which is presented in General and administrative expenses on the Condensed Consolidated Statements of Operations. Los Angeles Dodgers The Los Angeles Dodgers (the “Dodgers”) is a Major League Baseball team based in Los Angeles, California. Todd Boehly, a member of our Board, is a minority owner of the Dodgers. As part of our strategic partnership with the Dodgers, including our designation as the Official Ticket Marketplace of the Dodgers and certain other advertising, marketing, promotional and sponsorship benefits, we incurred an expense of $1.1 million for the three and nine months ended September 30, 2023 and zero for the three and nine months ended September 30, 2022, respectively, which is presented in Marketing and selling expenses on the Condensed Consolidated Statements of Operations. Tax Receivable Agreement In connection with the Merger Transaction, we entered into a Tax Receivable Agreement with the existing Hoya Intermediate shareholders that provides for our payment to such shareholders of 85% of the amount of the tax savings, if any, that we realize (or, under certain circumstances, are deemed to realize) as a result of, or attributable to, (i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of Intermediate Units, (ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries, and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the Tax Receivable Agreement. In conjunction with the Secondary Offering in the second quarter of 2023, Hoya Topco exchanged Intermediate Units, and as a result, we recorded a liability of $99.0 million and a deferred tax asset of $52.8 million related to the Secondary Offering as well as the projected payments under the Tax Receivable Agreement, with a corresponding reduction to additional paid-in capital of $46.1 million. Tax Receivable Agreement-related liabilities are classified as current or long-term based on the expected date of payment. As of September 30, 2023, there were no amounts due within 12 months and, therefore, the entire liability is included in Tax Receivable Agreement liability within long-term liabilities in the Condensed Consolidated Balance Sheets.	18. RELATED-PARTY TRANSACTIONS Vivid Cheers Inc. In December 2020, Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code. Vivid Cheers’ mission is to support causes and organizations dedicated to healthcare, education, and support of workers in the live events industry during times of need. We have the right to elect the Board of Directors of Vivid Cheers, which currently comprises our executives. We do not have a controlling financial interest in Vivid Cheers, and accordingly, do not consolidate Vivid Cheers’ statement of activities with its financial results. We made charitable contributions of $0.6 million and $2.4 million for the years ended December 31, 2022 and 2021, respectively to Vivid Cheers. We had no accrued charitable contributions payable as of December 31, 2022 and had $1.3 million of accrued charitable contributions payable as of December 31, 2021, which is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheet. Viral Nation Inc. Viral Nation Inc. (“Viral Nation”) is a marketing agency that creates viral and social media influencer campaigns and provides advertising, marketing, and technology services. Todd Boehly, a member of our Board, is the co-founder, Chairman and CEO of Eldridge Industries, which owns in excess of 25% of Viral Nation. We incurred an expense of $ 0.8 million and $ 0.2 million for the years ended December 31, 2022 and 2021, respectively, which is presented in Marketing and selling expenses in the Consolidated Statements of Operations. Rolling Stone Rolling Stone is a high-profile magazine and media platform that focuses on music, film, TV, and news coverages. Todd Boehly, a member of our Board, is the co-founder, Chairman and CEO of Eldridge Industries, which owns in excess of 20 % of Rolling Stone. We incurred an expense of $0.9 million and $0.1 million as part of our multifaceted partnership with Rolling Stone for the years ended December 31, 2022 and 2021, respectively, which is presented in Marketing and selling expenses in the Consolidated Statements of Operations. Khoros, LLC Khoros, LLC (“Khoros”) is a social media engagement and management platform. Martin Taylor, a member of our Board, is a principal at Vista Equity Partners, which is one of our investors and a majority owner of Khoros. We incurred an expense of $0.1 million and zero for the years ended December 31, 2022 and 2021, respectively, which is presented in General and administrative expenses in the Consolidated Statements of Operations.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Loss from Continuing Operations Before Income Taxes

Fair Value Measurements - Changes in Significant Unobservable Inputs (Details) - Level 3 $ in Thousands	3 Months Ended
	Sep. 30, 2023 USD ($)
Warrants [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Balance as of July 3, 2023 (inception)	$ 3,589
Recognized in earnings	(83)
Balance at September 30, 2023	3,506
Convertible promissory note [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Balance as of July 3, 2023 (inception)	2,411
Accretion of discount	8
Interest paid-in-kind	117
Recognized in earnings	0
Balance at September 30, 2023	$ 2,536

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net income (loss)	$ 17,672	$ 18,761	$ 61,674	$ 45,963	$ 70,794
Other comprehensive income:
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization						$ (12,836)
Hoya Intermediate, LLC
Net income (loss)	16,018	18,747	84,616	45,945	70,779	(19,129)	$ (774,185)
Other comprehensive income:
Comprehensive income, net of taxes	15,644	18,747	84,242	45,945	70,779	(18,307)	(773,090)
Foreign currency translation adjustment	(374)	0	(374)	0
Comprehensive income attributable to redeemable noncontrolling interests	9,341	11,084	35,045	27,368	42,117	(3,010)	0
Unrealized gain on derivative instruments					0	822	1,095
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization					0	(12,836)	(773,090)
Foreign currency translation adjustment attributable to redeemable noncontrolling interests	(208)	0	(208)	0
Comprehensive income attributable to Class A Common Stockholders	$ 6,511	$ 7,663	$ 49,405	$ 18,577	$ 28,662	$ (2,461)	$ 0

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

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


	2022		2021			2020
United States	$	68,416	$	(17,859	)	$	(763,664	)
Foreign		773		(966	)		(10,521	)

Total (loss) income before income taxes	$	69,189	$	(18,825	)	$	(774,185	)

Schedule of Components of Income Tax Expense

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


	2022			2021
Current
U.S. Federal	$	15		$	—
State & Local		248			304
Foreign		—			—

Total current income tax expense (benefit)		263			304

Deferred
U.S. Federal		—			—
State & Local		—			—
Foreign		(1,853	)		—

Total deferred income tax expense (benefit)		(1,853	)		—

Total income tax expense (benefit)	$	(1,590	)	$	304

Schedule of Effective Income Tax Rate Reconciliation

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


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

Total income tax expense (benefit)		(2.3)%		(1.6)%

Schedule of Deferred Tax Assets and Liabilities

As of December 31, 2022 and 2021, our deferred tax balances consisted

the

followin

(in thousands):


	2022			2021
Deferred Tax Assets
Net operating loss	$	12,740		$	9,670
Interest carryforwards		15,919			15,206
Investment in partnerships		91,302			120,706
Other		748			132

Total deferred tax assets		120,709			145,714

Valuation allowance		(118,734	)		(145,668	)

Total deferred tax assets net of valuation allowance		1,975			46

Deferred Tax Liabilities
Other		122			46

Total Deferred Tax Liabilities		122			46

Net Deferred Tax Assets / (Liabilities)	$	1,853		$	—

Summary Of Valuation Allowance

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


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

Ending balance	$	118,734		$	145,668

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

Summary of Unrecognized Tax Benefits

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


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

Balance at end of the year	$	7,500

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 268,678	$ 251,542	$ 489,530
Restricted cash	1,056	748	280
Accounts receivable - net	64,829	36,531	36,124
Inventory - net	21,533	12,783	11,773
Prepaid expenses and other current assets	49,407	29,912	72,504
Total current assets	405,503	331,516	610,211
Property and equipment - net	10,240	10,431	1,082
Right-of-use assets - net	9,291	7,859	0
Intangible assets - net	113,873	81,976	78,511
Goodwill	759,971	715,258	718,204
Other non-current assets	2,780	2,538
Deferred tax assets	77,376	1,853
Investments	6,042	0
Total assets	1,385,076	1,151,431	1,408,795
Current liabilities:
Accounts payable	219,118	161,312	191,201
Current maturities of long-term debt	3,308	2,750	0
Deferred revenue	34,447	31,983	25,139
Accrued expenses and other current liabilities	197,247	181,970	281,156
Total current liabilities	454,120	378,015	497,496
Long-term debt - net	265,875	264,898	460,132
Long-term lease liabilities	15,931	14,911	0
Tax Receivable Agreement liability	98,977	0
Other non-current liabilities	29,745	13,445	25,834
Total long-term liabilities	410,528	293,254	485,966
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests	640,717	862,860	1,286,016
Shareholders' deficit
Additional paid-in capital	884,523	663,908	182,091
Treasury stock, at cost	(40,106)	(32,494)	0
Accumulated deficit	(964,561)	(1,014,132)	(1,042,794)
Accumulated other comprehensive loss	(166)	0
Total Shareholders' deficit	(120,289)	(382,698)	(860,683)
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit	1,385,076	1,151,431	1,408,795
Previously Reported [Member]
Current assets:
Other non-current assets		4,391	787
Class A Common Stock
Shareholders' deficit
Common Stock	11	8	8
Class B Common Stock
Shareholders' deficit
Common Stock	$ 10	$ 12	$ 12

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

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

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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

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


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

Fair Value Measurements - Schedule of Financial Instruments Recorded at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalent		$ 203,285
Total investments	$ 196,096
Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total investments	3,506
Money market funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalent	190,054	203,285
Convertible promissory note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total investments	2,536
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalent		203,285
Total investments	190,054
Level 1 \| Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total investments	0
Level 1 \| Money market funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalent	190,054	203,285
Level 1 \| Convertible promissory note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total investments	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalent		0
Total investments	0
Level 2 \| Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total investments	0
Level 2 \| Money market funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalent	0	0
Level 2 \| Convertible promissory note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total investments	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalent		0
Total investments	6,042
Level 3 \| Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total investments	3,506
Level 3 \| Money market funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total cash equivalent	0	$ 0
Level 3 \| Convertible promissory note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total investments	$ 2,536

Subsequent events - Additional Information (Details) - Subsequent Event - Forecast - VDC Holdco $ / shares in Units, $ in Millions	Nov. 03, 2023 USD ($) $ / shares
Subsequent Event [Line Items]
Ownership percentage	100.00%
Total Cash Consideration	$ 243.8
Customary closing adjustments in cash	153.6
Class A common stock	$ 15.6
Class A common stock, price per share \| $ / shares	$ 5.8

Summary of Significant Accounting Policies (Additional Information) (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) SEGMENT	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jan. 01, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable	$ 7,800		$ 7,800		$ 1,000	$ 7,200
Allowance for doubtful accounts	4,000		4,000		100	1,400
Bad deb, Write-offs	0	$ 0	0	$ 0	4,900	1,000	$ 100
Inventory write down					$ 5,000	2,100	1,600
Number of operating segments \| SEGMENT					2
Number of reportable segments \| SEGMENT					2
Advertisement expenses					$ 247,300	180,700	$ 37,500
Tax benefit percent under tax receivable agreement					85.00%
Acquisition of noncontrolling interests from Business Transaction						32,700
Gross proceeds						20,200
Recognized operating lease assets								$ 6,600
Total operating lease liabilities					$ 22,596			8,100
Right of use assets adjusted balance								1,500
Useful life					3 years
Distribution Partners
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable	12,100		12,100		$ 11,700	14,500
Allowance for doubtful accounts	$ 5,000		$ 5,000		$ 3,600	1,600
Class A Common Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion Basis					one-to-one
Hoya Intermediate, LLC \| Redeemable Noncontrolling Interests [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity Method Investment, Ownership Percentage					40.50%
Other Current Liabilities [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total operating lease liabilities								$ 3,000
Covid-19
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable					$ 18,900	$ 9,500

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

Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 13, 2021	Jun. 30, 2020
Business Acquisition [Line Items]
Accounts receivable - net	$ 64,829	$ 36,531	$ 36,124
Prepaid expenses and other current assets	49,407	29,912	72,504
Goodwill	759,971	715,258	718,204		$ 377,100
Accrued expenses and other current liabilities	(28,220)	(19,649)	(29,234)
Inventory	21,533	12,783	11,773
Right-of-use assets	9,291	7,859	0
Accounts payable	(219,118)	(161,312)	(191,201)
Long-term debt	(265,875)	(264,898)	(460,132)
Other non-current liabilities	29,745	13,445	$ 25,834
Betcha Sports Inc [Member]
Business Acquisition [Line Items]
Cash	18,390			$ 48
Restricted Cash				245
Accounts receivable - net				78
Prepaid expenses and other current assets	259			60
Intangible assets	31,846	4,430		4,430
Goodwill	45,351	$ 2,900		31,931
Accounts payable				(1,180)
Accrued expenses and other current liabilities				(677)
Net assets acquired				$ 34,935
Accounts receivable	2,182
Inventory	49
Property and equipment	67
Right-of-use assets	1,927
Other net assets	675
Intangible assets	31,846
Accounts payable	(7,427)
Accrued expenses and other current liabilities	(3,901)
Current maturities of long-term debt	(566)
Long-term debt	(2,546)
Other non-current liabilities	(11,981)
Net assets acquired	$ 74,325

Impairments - Significant Unobservable Inputs for Level 3 Fair Value Measurement (Details) - Hoya Intermediate, LLC - Nonrecurring - Level 3	Dec. 31, 2022
Discount Rate \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	12.5
Discount Rate \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	13.5
Discount Rate \| Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	(13)
Long-term Growth Rate \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	2.5
Long-term Growth Rate \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	3.5
Long-term Growth Rate \| Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Non-fiancial asset, significant unobervable input	(3)

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

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

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

Schedule of financial instruments quantitative information using the Level 3 significant unobservable inputs

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


Assets	Significant Unobservable Inputs	September 30, 2023
Note	Expected terms (years)		7.0
	Implied Yield		23.0	%
Warrant	Estimated volatility		55.0	%
	Expected terms (years)		7.0
	Risk-free rate		4.6	%
	Expected dividend yield		0	%

Schedule of financial instruments recorded at fair value on recurring basis

Financial instruments recorded at fair value on recurring basis as of September 30, 2023 and December 31, 2022 are as follows (in thousands):


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
September 30, 2023
Money market funds (cash equivalent)	$	190,054	$	—	$	—	$	190,054
Investments:
Note		—		—		2,536		2,536
Warrant		—		—		3,506		3,506

	$	190,054	$	—	$	6,042	$	196,096


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
December 31, 2022
Money market funds (cash equivalent)	$	203,285		—		—	$	203,285

	$	203,285	$	—	$	—	$	203,285

Schedule of reconiliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs

The following table provides a reconciliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs for the three months ended September 30, 2023 (in thousands):


	Note		Warrant
Balance as of July 3, 2023 (inception)	$	2,411	$	3,589
Accretion of discount		8
Interest paid-in-kind		117
Total unrealized gains or losses:
Recognized in earnings		—		(83	)

Balance at September 30, 2023	$	2,536	$	3,506

Equity-Based Compensation - Summary of Activity for Stock Option (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Outstanding Options, Beginning Balance \| shares	4,100
Outstanding Options, Granted \| shares	2,700
Outstanding Options, Forfeited \| shares	(600)
Outstanding Options, Expired \| shares	(100)
Outstanding Options, Ending Balance \| shares	6,100
Outstanding Options, Vested and exercisable \| shares	1,000
Weighted Average Exercise Price, Outstanding, Beginning Balance \| $ / shares	$ 13.39
Weighted Average Exercise Price, Granted \| $ / shares	10.17
Weighted Average Exercise Price, Forfeited \| $ / shares	12.03
Weighted Average Exercise Price, Expired \| $ / shares	13.39
Weighted Average Exercise Price, Outstanding, Ending Balance \| $ / shares	12.09
Weighted Average Exercise Price, Vested and exercisable \| $ / shares	$ 13.38
Weighted Average Remaining Contractual Term, Outstanding	9 years
Weighted Average Remaining Contractual Term, Vested and exercisable	9 years
Aggregate Intrinsic Value, Outstanding \| $	$ 0
Aggregate Intrinsic Value, Vested and exercisable \| $	$ 0

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

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

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 the London Interbank Offered Rate (“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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Cash and Cash Equivalents

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

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

Restricted Cash

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

Accounts Receivable and Credit Policies

—$18.9 million and $9.5

million

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

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

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

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

vent

ory

—Inventory consists

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

Property and Equipment—

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


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

Leasehold impr

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

Long

-Lived

Assets Impairment Assessments

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

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

Impairments

, for additional information.

Goodwill and Intangible Assets

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

non-compete

agreements, and

trademarks.

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

more-likely-than-not

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

more-likely-than-not

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

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

inputs.

Definite-lived intangible assets are amortized on a straight-line basis over their estimated pe

rio

d of benefit, over the following estimated useful lives:


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

Note 6,

Impairments

, for additional information.

apitalized

Development Costs

—We incur costs related to

internal-use

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

Accrued

Custom

er Credits

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

er c

redits are used to

make

a purchase, revenue is recognized for the new transaction.

Accrued Future Customer Compensation

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

Income Taxes

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

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

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

Tax Receivable Agreement

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

rising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries, and (iii) certain other tax ben

efits (including deductions in respect of imputed interest) related to Hoya Intermediate making payments under the Tax Receivable Agreement.

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

write-off

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

Fair Value of Financial Instruments

—Fair value is the price that would b

e recei

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

Level 1

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

Level 2

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

Level 3

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

Our assets and liabilities measured at fair value on a recurring basis are presented in Note 12,

Debt,

and Note 14,

Financial Instruments

. Our

non-financial

assets, such as goodwill, intangible assets, and long-lived assets are measured at fair value on a nonrecurring basis, utilizing Level 3 inputs, are presented in Note 9,

Goodwill and Intangible Assets

. Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments. We did not have any transfers of financial instruments between valuation levels during the years ended December 31, 2022 and 2021.

Warrants

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

Distinguishing Liabilities from Equity,

and ASC

815-40,

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

to determine the appropriate classification and accounting treatment. Our Public Warrants, Private Warrants, and Exercise Warrants meet the criteria to be classified as equity instruments. Hoya Intermediate Warrants are exercisable for Intermediate Units, which allow for a potential cash redemption at the discretion of the unit holder, and hence, these warrants are classified as a liability in Other liabilities on our Consolidated Balance Sheets. The warrant liability is subject to a fair value remeas

urem

ent each period with an offsetting ad

justme

nt reflected in Other expenses on our Consolidated Statements of Operations.

Redeemable Noncontrolling Interests

—VSI holds

a 40.5% interest in Hoya Intermediate, with the remainder held by Hoya Topco. Hoya Topco’s interest in Hoya Intermediate represents a redeemable noncontrolling interest. At its discretion, Hoya Topco has the right to exchange its common units in Hoya Intermediate for either shares of Class A common stock of VSI on a

one-to-one

basis or cash proceeds of equal value at the time of redemption. Any redemption of Intermediate Units in cash must be funded through a private or public offering of Class A Common Stock and is subject to the approval of the VSI Board of Directors (“Board”). As of December 31, 2022, equity holders of Hoya Topco hold the majority of the voting rights on the Board.

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

paid-in

capital of VSI Remeasurements of our redeemable noncontrolling interests are based on the fair value of our Class A common stock.

Offering costs

—We incurred incremental costs associated with the Merger Transaction and PIPE Financing related for legal, accounting, and other third-party fees. In accordance with Staff Accounting Bulletin (“SAB”) Topic 5.A,

Expenses of Offering

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

paid-in

capital on the Consolidated Balance Sheets. Our total transaction costs during the year ended December 31, 2021 were $32.7 million, of which $20.2 million was charged against the gross proceeds of the Merger Transaction and PIPE Financing.

Equity-Based Compensation

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

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

Compensation–Stock Compensation

, and ASC 480,

Distinguishing Liabilities from Equity

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

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

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

Segment Reporting—

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

Resale.

Revenue Recognition

—We

recognize revenue in accordance with ASC Topic 606,

Revenue from Contracts with Customers

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

Marketplace

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

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

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

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

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

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

Revenue Recognition

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

Resale

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

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

passed.

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

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

Deferred Revenue

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

redeemed.

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

Sales Tax

—Sales taxes are imposed by state,

county

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

Advertising Costs

—We utilize various forms of advertising, including paid search, brand partnership,

e-mail

marketing, and other forms of media. Advertising costs are expensed as incurred and were $247.3 million, $180.7 million, and $37.5 million for the years ended December 31, 2022, 2021, and 2020 respectively. Advertising costs are presented as part of Marketing and selling expense in the Consolidated Statements of Operations.

Shipping and Handling

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

are ac

crued upon recognition of revenue.

Recent Accounting Pronouncements

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

non-public

business entities, including early adoption when permissible. The following provides a brief description of recent accounting pronouncements that could have a material effect on our

financial

statements:

Issued accounting standards adopted

Leases

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

Accounting

Standards Update (“ASU”)

2016-02,

Leases (Topic 842), which requires lessees to recognize a

right-of-use

asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease) in the balance sheet. Lease liabilities

are

equal to the present value of lease payments, while

right-of-use

assets are based on the associated lease liabilities, subject to certain adjustments, such as for initial direct costs. We elected the extended transition period available to emerging growth companies and adopted Accounting Standards

Codification

(“ASC”) 842 effective January 1, 2022 on a modified retrospective basis by applying the new standard to all leases existing at the date of initial application. We elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard (“ASC 840”), as well as elected other options, which allow us to use our previous evaluations regarding if an arrangement contains a lease, if a lease is an operating or financing lease, and what costs are capitalized as initial direct costs prior to adoption. We also elected to combine lease and

non-lease

components.

Upon the adoption of the new lease standard, on January 1, 2022, we recognized

right-of-use

assets of $6.6 million and lease liabilities of $8.1 million (including a current liability of $3.0 million) in the Consolidated Balance Sheets and reclassified certain balances related to existing leases. The

right-of-use

assets balance as of January 1, 2022 is adjusted for $1.5 million of lease termination liabilities and deferred rent liabilities recognized under the previous lease standard. There was no impact to Accumulated deficit on the Consolidated Balance Sheets at adoption. Refer to Note 8,

Leases

, for more information on leases.

Financial Instruments-Credit Losses

—In June 2016, the FASB issued ASU

2016-13,

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

2019-10,

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

, deferred the effective date for

non-public

companies. The standard is effective for

non-public

companies for fiscal years beginning after December 15, 2022. We adopted these requirements as of January 1, 2023 with no material impact on our consolidated financial statements.

Reference Rate Reform

—In March 2020, the FASB issued ASU

2020-04,

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

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.

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Beginning balance	$ 118,000
Issuance of shares related to acquisition				$ 21,306
Ending balance			$ 118,000
Goodwill [Member]
Goodwill [Line Items]
Beginning balance	715,258	$ 718,204	718,204	683,327
Betcha acquisition adjustment		(2,946)
Issuance of shares related to acquisition			(2,946)	34,877
Capitalized development costs	0	0	0	0
Wavedash acquisition	45,351
Disposals	0		0
Foreign currency translation	(638)
Amortization	0	0	0	0
Ending balance	759,971	715,258	715,258	718,204
Definite-lived Intangible Assets [Member]
Goodwill [Line Items]
Beginning balance	17,310	13,845	13,845	2,358
Betcha acquisition adjustment		(890)
Issuance of shares related to acquisition			(890)	5,320
Capitalized development costs	8,067	8,988	11,763	8,438
Wavedash acquisition	29,673
Disposals	(43)		(259)
Foreign currency translation	(418)
Amortization	(7,525)	(5,009)	(7,149)	(2,271)
Ending balance	47,064	16,934	17,310	13,845
Trademarks [Member]
Goodwill [Line Items]
Beginning balance	64,666	64,666	64,666	64,666
Betcha acquisition adjustment		0
Issuance of shares related to acquisition			0	0
Capitalized development costs	0	0	0	0
Wavedash acquisition	2,173
Disposals	0		0
Foreign currency translation	(30)
Amortization	0	0	0	0
Ending balance	$ 66,809	$ 64,666	$ 64,666	$ 64,666

Equity-Based Compensation (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

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

Fair Value Assumptions for Stock Option at the Date of Grant

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


	June 14, 2023			March 10, 2023
Volatility		42.0	%		42.0	%
Expected term (years)		7.0			5.9
Risk-free rate		4.0	%		3.9	%
Dividend yield		0.0	%		0.0	%

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


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

Summary of Activity for RSUs

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


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

Unvested at December 31, 2022		2,551		$	10.99

Summary of Activity for Stock Option

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


	Outstanding Options			Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		4.1		$	13.39
Granted		2.7			10.17
Forfeited		(0.6	)		12.03
Expired		(0.1	)		13.39

Outstanding at December 31, 2022		6.1		$	12.09		9	$	—

Vested and exercisable at December 31, 2022		1.0		$	13.38		9	$	—

Hoya Topco, LLC

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

Summary of Activity for Unit Awards

The following table summarizes the Hoya Topco Incentive Units, Class D Units, and Class E Units

r the years ended December 31, 2022, 2021, and 2020:


	Class B-1 Units					Class D Units					Class E Units
	Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units		Weighted Average Grant Date Fair Value
Balances at January 1, 2020		—			—		832,510		$	15.63		500,765	$	25.46

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

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

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

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

Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		(9,000	)		2.32		(35,510	)		2.91		—		—

Balances at December 31, 2022		836,000		$	2.32		1,952,330		$	4.60		500,765	$	25.46

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Segment Reporting

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Reporting

5. SEGMENT REPORTING

Our reportable segments are Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers within our online secondary ticket marketplace. Through the Resale segment, we acquire tickets from primary sellers, which we then sell through secondary ticket marketplaces, including our own. 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 September 30, 2023							Nine Months Ended September 30, 2023
	Marketplace		Resale		Consolidated			Marketplace		Resale		Consolidated
Revenues	$	154,388	$	33,745	$	188,133		$	430,119	$	84,457	$	514,576
Cost of revenues (exclusive of depreciation and amortization shown separately below)		23,923		26,539		50,462			66,749		64,089		130,838
Marketing and selling		77,006		—		77,006			196,970		—		196,970

Contribution margin	$	53,459	$	7,206		60,665		$	166,400	$	20,368		186,768
General and administrative						37,225							107,921
Depreciation and amortization						3,301							8,603
Change in fair value of contingent consideration						20							(998	)

Income from operations						20,119							71,242
Interest expense – net						2,544							8,596
Other income						(1,038	)						(365	)

Income before income taxes					$	18,613						$	63,011


	Three Months Ended September 30, 2022							Nine Months Ended September 30, 2022
	Marketplace		Resale		Consolidated			Marketplace		Resale		Consolidated
Revenues	$	130,542	$	26,276	$	156,818		$	370,972	$	64,312	$	435,284
Cost of revenues (exclusive of depreciation and amortization shown separately below)		17,950		19,667		37,617			52,912		49,291		102,203
Marketing and selling		66,323		—		66,323			179,963		—		179,963

Contribution margin	$	46,269	$	6,609		52,878		$	138,097	$	15,021		153,118
General and administrative						30,239							95,721
Depreciation and amortization						2,158							5,269
Change in fair value of contingent consideration						(1,220	)						(1,220	)

Income from operations						21,701							53,348
Interest expense – net						2,901							9,542
Loss on extinguishment of debt						—							4,285
Other expenses						(65	)						(6,618	)

Income before income taxes					$	18,865						$	46,139

Substantially all of our assets reside in the United States.

5. SEGMENT REPORTING

Our reportable segments are Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers within our online secondary ticket marketplace. Through the Resale segment, we acquire tickets from primary sellers, which we then sell through secondary ticket marketplaces. Revenues and contribution margin are used by our CODM to assess performance of the business. We define contribution margin as revenues less cost of revenues and marketing and selling expenses.

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

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


	Marketplace		Resale		Consolidated
Revenues	$	511,094	$	89,180	$	600,274
Cost of revenues (exclusive of depreciation and amortization shown separately below)		73,126		67,382		140,508
Marketing and selling		248,375		—		248,375

Contribution margin	$	189,593	$	21,798		211,391
General and administrative						127,619
Depreciation and amortization						7,732
Change in fair value of contingent consideration						(2,065	)

Income from operations						78,105
Interest expense – net						12,858
Loss on extinguishment of debt						4,285
Other income						(8,227	)

Income before income taxes					$	69,189

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


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

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

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

Loss before income taxes					$	(18,825	)

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


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

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

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

Net loss						$	(774,185	)

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

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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 9: http://www.xbrl.org/2003/role/disclosureRef
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Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Equity-Based Compensation

17. 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”)

In March 2023, we granted 2.5 million RSUs to certain employees at a weighted average grant date fair value of $7.17 per share. In May 2023, we granted less than 0.1 million RSUs to certain employees at a weighted average grant date fair value of $7.67 per share. In August 2023, we granted 0.1 million RSUs to certain employees at a weighted average grant date fair value of $7.45 per share. RSUs granted to employees vest over three years, with

one-third

vesting on 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.

In June 2023, we granted 0.1 million RSUs to our directors at a weighted average grant date fair value of $7.68 per share. RSUs granted to directors fully vest on the earlier of (i) one day prior to the date of our first annual meeting of stockholders following the grant date and (ii) the

one-year

anniversary of the grant date, subject to the director’s continued service on our Board.

In June 2023, we granted less than 0.1 million RSUs to certain consultants at a weighted average grant date fair value of $7.98 per share. RSUs granted to consultants vest in equal annual installments over three years, subject to the consultant’s continued service.

We account for forfeitures of outstanding, but unvested grants, in the period they occur. During the three and nine months ended September 30, 2023, less than 0.1 million and 0.2 million RSUs were forfeited, respectively. During the three and nine months ended September 30, 2022, 0.2 million and 0.3 million RSUs were forfeited, respectively.

During the three and nine months ended September 30, 2023, 0.3 million and 1.0 million RSUs vested, respectively. During the three and nine months ended September 30, 2022, 0.1 million and 0.2 million RSUs vested, respectively. At September 30, 2023 and December 31, 2022, there were 4.1 million and 2.6 million RSUs outstanding, respectively.

Stock options

In March 2023, we granted 3.6 million stock options to certain employees at an exercise price of $7.17. The grant date fair value of the stock options 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 on 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 grant date, 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.

In June 2023, we granted 0.9 million stock options divided into three tranches, 0.2 million, 0.3 million and 0.4 million, respectively, to certain consultants at exercise prices of $7.98, $17.00 and $23.00, respectively. The grant date fair value of the stock options is $3.22, $1.87 and $1.44 per option, respectively. 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 in equal annual installments over three years. The stock options have a contractual term of seven years from the grant date, subject to the consultants’ continued service through the applicable vesting date. The fair value of stock options granted is estimated on the grant date using the Hull White model.

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


	June 14, 2023			March 10, 2023
Volatility		42.0	%		42.0	%
Expected term (years)		7.0			5.9
Risk-free rate		4.0	%		3.9	%
Dividend yield		0.0	%		0.0	%

At September 30, 2023 and December 31, 2022, there were 10.6 million and 6.1 million stock options outstanding, respectively. No stock options were exercised during the three and nine months ended September 30, 2023 and 2022. During the three and nine months ended September 30, 2023, zero and less than 0.1 million stock options were forfeited or expired, respectively. During the three and nine months ended September 30, 2022, 0.4 million stock options were forfeited or expired.

Compensation expense

For the three and nine months ended September 30, 2023, equity-based compensation expense related to RSUs was $3.9 million and $10.5 million, respectively, compared to $2.3 million and $6.0 million for the three and nine months ended September 30, 2022, respectively. Unrecognized compensation expense relating to unvested RSUs as of September 30, 2023 was $35.8 million, which is expected to be recognized over a weighted average period of approximately two years.

For the three and nine months ended September 30, 2023, equity-based compensation expense related to stock options was $2.8 million and $7.3 million, respectively, compared to $1.7 million and $4.6 million for the three and nine months ended September 30, 2022, respectively. Unrecognized compensation expense relating to unvested stock options as of September 30, 2023 was $25.4 million, which is expected to be recognized over a weighted average period of approximately two years.

For the three and nine months ended September 30, 2023, equity-based compensation expense related to profit interests was $1.0 million and $3.0 million, respectively. For the three and nine months ended September 30, 2022, equity-based compensation expense related to profit interests was $1.1 million and $3.4 million, respectively. Unrecognized compensation expense relating to these profit interests as of September 30, 2023 was $1.6 million, which is expected to be recognized over a weighted average period of approximately two years.

20. EQUITY-BASED COMPENSATION

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

RSUs

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

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


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

Unvested at December 31, 2022		2,551		$	10.99

Stock options

On October 19, 2021, we granted 3.1 million stock options at an exercise price of $13.09 and 1.0 million stock options at an exercise price of $15.00 to certain employees. The fair value of stock options granted during 2021 is estimated on the grant date using the Hull-White model. On March 11,

2022, we granted 2.6 million stock options at an exercise price of $10.26 and grant fair value of $3.99 per option, and on November 11, 2022, we granted 0.1 million stock options at an exercise price of $8.22 and grant fair value of $3.66, to certain employees. The fair value of stock options granted during 2022 is estimated on the grant date using the Black-Scholes model.

Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant date. These stock options vest over three years, with

one-third

vesting upon the

one-year

anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter. The stock options have a contractual term of ten years from the date of the grant, subject to the employee’s continued service through the applicable vesting

date.

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


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

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


	Outstanding Options			Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		4.1		$	13.39
Granted		2.7			10.17
Forfeited		(0.6	)		12.03
Expired		(0.1	)		13.39

Outstanding at December 31, 2022		6.1		$	12.09		9	$	—

Vested and exercisable at December 31, 2022		1.0		$	13.38		9	$	—

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

Profits interest and Phantom Units

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

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

companies.

The following table summarizes the Hoya Topco Incentive Units, Class D Units, and Class E Units

r the years ended December 31, 2022, 2021, and 2020:


	Class B-1 Units					Class D Units					Class E Units
	Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units			Weighted Average Grant Date Fair Value		Number of Incentive Units		Weighted Average Grant Date Fair Value
Balances at January 1, 2020		—			—		832,510		$	15.63		500,765	$	25.46

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

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

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

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

Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		(9,000	)		2.32		(35,510	)		2.91		—		—

Balances at December 31, 2022		836,000		$	2.32		1,952,330		$	4.60		500,765	$	25.46

Compensation expense

For the years ended December 31, 2022, 2021 and 2020, equity-based compensation expense related to RSUs

was

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

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

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

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

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

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Tax receivable agreement percentage of amount of tax savings				85.00%
Liability from secondary offering			$ 99,000	$ 99,000
Tax receivable agreement, amount due for payments	$ 0			0
Adjustments to additional paid in capital				(46,100)
Increase in deferred tax assets			$ 52,800	52,845	$ 0
Vivid Cheers [Member]
Related Party Transaction [Line Items]
Charitable contributions, amount	0	$ 0		0	600	$ 600	$ 2,400
Accrued charitable contributions payable	0			0		0	1,300
Viral [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	100	200		100	800	800	200
Rolling Stone [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	200	500		700	600	900	100
Khoros LLC [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	100	100		100	100
General and administrative expenses						$ 100	$ 0
Angeles Dodgers [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	$ 1,100	$ 0		1,100	$ 0
Tax Receivable Agreement [Member]
Related Party Transaction [Line Items]
Increase in deferred tax assets				$ 52,800

Equity-Based Compensation - Summary of Activity for Unit Awards (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 12.86
Weighted-Average Grant Date Fair Value Per Share, Granted	9.92
Weighted-Average Grant Date Fair Value Per Share, Forfeited	11.24
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 10.99	$ 12.86
Class B-1 Units \| Hoya Topco, LLC
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	845,000	855,000
Granted			905,000
Forfeited	(9,000)	(10,000)	(50,000)
Ending Balances	836,000	845,000	855,000
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 2.32	$ 2.32
Weighted-Average Grant Date Fair Value Per Share, Granted			$ 2.32
Weighted-Average Grant Date Fair Value Per Share, Forfeited	2.32	2.32	2.32
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 2.32	$ 2.32	$ 2.32
Class E Units \| Hoya Topco, LLC
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	500,765	500,765	500,765
Ending Balances	500,765	500,765	500,765
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 25.46	$ 25.46	$ 25.46
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 25.46	$ 25.46	$ 25.46
Class D Units \| Hoya Topco, LLC
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	1,987,840	2,048,240	832,510
Granted			1,755,000
Repurchased			(97,604)
Forfeited	(35,510)	(60,400)	(441,666)
Ending Balances	1,952,330	1,987,840	2,048,240
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 4.6	$ 4.67	$ 15.63
Weighted-Average Grant Date Fair Value Per Share, Granted			0.89
Weighted-Average Grant Date Fair Value Per Share, Repurchased			15.95
Weighted-Average Grant Date Fair Value Per Share, Forfeited	2.91	7.01	7.81
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 4.6	$ 4.6	$ 4.67

Impairments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Acquired Finite-Lived Intangible Assets [Line Items]

Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement

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


Assets	Significant Unobservable Inputs	September 30, 2023
Note	Expected terms (years)		7.0
	Implied Yield		23.0	%
Warrant	Estimated volatility		55.0	%
	Expected terms (years)		7.0
	Risk-free rate		4.6	%
	Expected dividend yield		0	%

Acquired Finite-Lived Intangible Assets [Line Items]

Summary of Impairment Charges

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


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

Total impairment charges	$	573,838

Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement


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

Changes in Significant Unobservable Inputs

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


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

Prepaid Expenses and Other Current Assets

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

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

Prepaid Expenses and Other Current Assets

7. PREPAID EXPENSES AND OTHER CURRENT ASSETS

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


	September 30, 2023		December 31, 2022
Recovery of future customer compensation	$	42,421	$	23,311
Prepaid expenses		6,591		6,032
Other current assets		395		569

Total prepaid expenses and other current assets	$	49,407	$	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 $19.1 million at September 30, 2023 compared to December 31, 2022 due to an increase in the reserve for future cancellations driven by higher volume of sales for future events. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

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

Prepaid Expenses and Other Current Assets

10. PREPAID EXPENSES AND OTHER CURRENT ASSETS

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


	2022		2021
Recovery of future customer compensation	$	23,311	$	58,319
Prepaid expenses		6,032		9,573
Other current assets		569		4,612

Total prepaid expenses and other current assets	$	29,912	$	72,504

Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs decreased by $35.0 million due to a reduction in the estimated rate of future cancellations as of December 31, 2022. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Earnings Per Share

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings Per Share

18. 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

. Our Class B common stock does not have economic rights in our Company 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 our Class B common stock has not been presented. However, holders of our 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 for 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 our Class A common stock on a

one-to-one

basis or for cash proceeds of equal value at the time of redemption. The option to redeem Intermediate Units for cash proceeds must be approved by our Board, which as of September 30, 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 for a redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of our Class A common stock and is subject to our Board’s approval.

The following table provides net income attributable to Hoya Topco’s redeemable noncontrolling interests (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
Net income—Hoya Intermediate	$	17,672		$	18,761		$	61,674		$	45,963
Hoya Topco’s weighted average % allocation of Hoya Intermediate’s net income		52.9	%		59.1	%		56.8	%		59.5	%

Net income attributable to Hoya Topco’s redeemable noncontrolling interests	$	9,341		$	11,084		$	35,045		$	27,368

Net income attributable to Class A common stockholders–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 our Class A common stock used for the basic earnings per share calculation, adjusted for the weighted-average number of Class A 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 (i) our share of Hoya Intermediate’s consolidated net income after giving effect to Intermediate Units that convert into potential shares of our Class A common stock, to the extent it is dilutive, and (ii) the impact of changes in the fair value of Hoya Intermediate Warrants, to the extent they are dilutive.

The following table sets forth the computation of basic and diluted net income per share of Class A common stock for the periods in which shares of our Class A and Class B common stock were outstanding (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator—basic:
Net income	$	16,018	$	18,747	$	84,616	$	45,945
Less: Income attributable to redeemable noncontrolling interests		9,341		11,084		35,045		27,368

Net income attributable to Class A Common Stockholders—basic		6,677		7,663		49,571		18,577

Denominator—basic:
Weighted average Class A common stock outstanding—basic		96,407,327		81,996,447		86,403,617		80,145,329

Net income per Class A common stock—basic	$	0.07	$	0.09	$	0.57	$	0.23

Numerator—diluted:
Net income attributable to Class A Common Stockholders—basic	$	6,677	$	7,663	$	49,571	$	18,577
Net income effect of dilutive securities:
Effect of Exercise Warrants		—		—		—		—
Effect of RSUs		15		1		68		—
Effect of noncontrolling interests		—		—		33,874		27,368

Net income attributable to Class A Common Stockholders—diluted		6,692		7,664		83,513		45,945
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		96,407,327		81,996,447		86,403,617		80,145,329
Weighted average effect of dilutive securities:
Effect of Noncontrolling Interests		—		—		109,514,286		118,200,000
Effect of Exercise Warrants		—		—		—		345,208
Effect of RSUs		455,572		27,016		389,828		19,232

Weighted average Class A common stock outstanding—diluted		96,862,899		82,023,463		196,307,731		198,709,769

Net income per Class A common stock—diluted	$	0.07	$	0.09	$	0.43	$	0.23

Potential shares of our Class A common stock are excluded from the computation of diluted net income per share of Class A common stock 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 dilution reflected in diluted net income per share of Class A common stock during the nine months ended September 30, 2023 relates primarily to an assumed conversion of our noncontrolling interests to shares of our Class A common stock, which would not have a commensurate effect on net income, primarily due to the release of the valuation allowance which benefit is attributable to Vivid Seats Inc. only.

The following table presents potentially dilutive securities excluded from the computation of diluted net income per share of Class A common stock for the periods presented that could potentially dilute earnings per share in the future:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
RSUs		1,576,861		2,446,014		857,813		1,273,638
Stock options		10,597,528		6,239,307		10,597,528		6,239,607
Public Warrants and Private Warrants		13,286,644		13,286,644		13,286,644		13,286,644
Exercise Warrants		34,000,000		34,000,000		34,000,000		17,000,000
Hoya Intermediate Warrants		6,000,000		6,000,000		6,000,000		6,000,000
Noncontrolling Interests		99,800,000		118,200,000		—		—

21. EARNINGS PER SHARE

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

Earnings per Share.

Class B common stock does not have economic rights in VSI and as a result, is not considered a participating security for basic and diluted income (loss) per share. As such, basic and diluted income (loss) per share of Class B common stock has not been presented. However, holders of Class B common stock are allocated income in Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter.

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

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


	2022			2021
Net income (loss)—Hoya Intermediate	$	70,794		$	(5,024	)
Hoya Topco’s weighted average % allocation of Hoya Intermediate’s net income (loss)		59.5	%		59.9	%

Net income (loss) attributable to Hoya Topco’s redeemable noncontrolling interests	$	42,117		$	(3,010	)

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

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

if-converted

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

The following tables set forth the computation of basic and diluted net income (loss) per share of Class A common

stock

for the year ended December 31, 2022 and the period from October 18, 2021 to December 31, 2021 where we had Class A and Class B common stock outstanding (in thousands, except share and per share data):


	2022			2021
Numerator—basic:
Net income (loss)	$	70,779		$	(6,293	)
Less: (Income) loss attributable to redeemable noncontrolling interests		(42,117	)		3,010

Net income (loss) attributable to Class A Common Stockholders—basic		28,662			(3,283	)

Denominator—basic:
Weighted average Class A common stock outstanding—basic		80,257,247			77,498,775

Net income (loss) per Class A common stock—basic	$	0.36		$	(0.04	)

Numerator—diluted:
Net income (loss) attributable to Class A Common Stockholders—basic	$	28,662		$	(3,283	)
Net income (loss) effect of dilutive securities:
Effect of dilutive Exercise Warrants		55			—
Effect of dilutive RSUs		6			—
Effect of dilutive noncontrolling interests		42,056			—
Effect of dilutive Hoya Intermediate Warrants		—			(123	)

Net income (loss) attributable to Class A Common Stockholders—diluted		70,779			(3,406	)

Denominator—diluted:
Weighted average Class A common stock outstanding—basic		80,257,247			77,498,775
Weighted average effect of dilutive securities:
Effect of dilutive Exercise Warrants		258,906			—
Effect of dilutive RSUs		28,228			—
Effect of dilutive noncontrolling interests		118,200,000			—

Weighted average Class A common stock outstanding—diluted		198,744,381			77,498,775

Net income (loss) per Class A common stock—diluted	$	0.36		$	(0.04	)

Potential shares of common stock are excluded from the computation of diluted net income per share if their effect would have been anti-dilutive for

the

period presented or if the issuance of shares is contingent upon events that did not occur by the end of the period.

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


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

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

Commitments and Contingencies	9 Months Ended	12 Months Ended
Commitments and Contingencies	Sep. 30, 2023	Dec. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Commitments and Contingencies	14. 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 September 30, 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 and received final approval from the court on January 31, 2023. After insurance, we paid $3.3 million to cover legal and administrative fees and approved claims. Payments for approved claims were made in August 2023. We had no accrued liability as of September 30, 2023 and an accrued liability of $1.6 million as of December 31, 2022 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.
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Commitments and Contingencies		17. COMMITMENTS AND CONTINGENCIES Purchase Obligations We enter into non-cancelable arrangements, primarily related to the purchase of marketing services and tickets at an agreed upon price. Our purchase obligations are $2.7 million payable in the next twelve months and $5.2 million payable thereafter. Litigation From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in the opinion of management, could have a material effect on our business, financial position or results of operations other than those matters discussed herein. We are a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout, which we have settled. On January 5, 2022, we issued coupons to certain members of the class. Other members were notified in 2022 that they are eligible to submit a claim for a coupon, which they will receive in 2023. As of December 31, 2022 and December 31, 2021, a liability of $0.9 million was recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date. We received multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 restrictions. A final order approving settlement of one of the lawsuits was entered by the court on November 1, 2021. As such, after insurance, $4.5 million was funded to a claims settlement pool in 2021 and fully disbursed in 2022. A settlement was reached in another of the lawsuits in July 2022 which established a separate claims settlement pool of up to $2.5 million. That settlement received final approval from the court on January 31, 2023 and the settlement pool will be funded in 2023. As of December 31, 2022 and December 31, 2021, we had accrued a liability of $1.6 million and $1.7 million, respectively, within Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to these matters. We expect to recover some of these costs under our insurance policies and have separately recognized an insurance recovery asset of $0.5 million within Prepaid expenses and other current assets in the Consolidated Balance Sheets at December 31, 2022 and December 31, 2021, respectively. Other In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded states from imposing sales tax collection requirements on retailers without a physical presence in the state. In response, most states have already adopted laws that attempt to impose tax collection obligations on out-of-state companies, and we have registered and are collecting tax, where required by statute. However, states or local governments may continue to adopt laws requiring that we calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more jurisdictions could result in tax liabilities, including taxes on past sales, as well as penalties and interest. Based on our analysis of certain state regulations, specifically related to marketplace facilitators and ticket sales, we do not believe risk of loss is probable on historical revenue activities where tax has not already been remitted. We continuously monitor state regulations and will implement required collection and remittance procedures if and when we are subject to such regulations. Share Repurchase Program On May 25, 2022, our board of directors authorized a share repurchase program of our Class A Common Stock of up to $40.0 million (“Repurchase Program”). The Repurchase Program was announced on May 26, 2022 and will be effective until March 31, 2023. We may repurchase shares from time to time in open market transactions, through privately negotiated transactions or otherwise in accordance with applicable federal securities laws. The amount and timing of repurchases will depend upon market conditions and other factors including price. The Repurchase Program does not obligate us to acquire any particular amount of stock, and it may be terminated, modified, or suspended at any time at our discretion. The Repurchase Program commenced on July 5, 2022 upon the completion of the Exchange of our Public Warrants. As of December 31, 2022, we have repurchased 4.3 million shares of our Class A Common Stock for $32.5 million under the Repurchase Program. The share repurchases are accounted for as Treasury stock in the Consolidated Balance Sheets.

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Balance of beginning of period

$ 145,668

$ 1,828

Other

^[1]

(6,154)

Charged to costs and expenses

(15,961)

646

(Credited) charged to other accounts

(4,819)

143,194

Deductions

Ending balance

$ 118,734

$ 145,668

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

Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	$ 273,943	$ 272,938	$ 465,712
Shoko Chukin Bank Loan	3,068	0
Less: unamortized debt issuance costs	(4,760)	(5,290)	(5,580)
Total long-term debt, net of issuance costs	269,183	267,648	460,132
Less: current portion	(3,308)	(2,750)	0
Total long-term debt, net	265,875	264,898	460,132
June 2017 First Lien Loan
Extinguishment Of Debt [Line Items]
Total long-term debt, gross		0	465,712
May 2022 First Lien Loan
Extinguishment Of Debt [Line Items]
Total long-term debt, gross	$ 270,875	272,938
February 2022 First Lien Loan
Extinguishment Of Debt [Line Items]
Total long-term debt, gross		$ 272,938	$ 0

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Vivid Seats Inc

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

Use of Estimates

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

Cash and Cash Equivalents

Restricted Cash

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

Accounts Receivable and Credit Policies

—$18.9 million and $9.5

million

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

Inventory

vent

ory

—Inventory consists

Property and Equipment

Property and Equipment—

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


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

Leasehold impr

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

Long-Lived Assets Impairment Assessments

Long

-Lived

Assets Impairment Assessments

Impairments

, for additional information.

Goodwill and Intangible Assets

non-compete

agreements, and

trademarks.

more-likely-than-not

inputs.

Definite-lived intangible assets are amortized on a straight-line basis over their estimated pe

rio

d of benefit, over the following estimated useful lives:


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

Note 6,

Impairments

, for additional information.

Capitalized Development Costs

apitalized

Development Costs

—We incur costs related to

internal-use

Accrued Customers Credits

Accrued

Custom

er Credits

er c

redits are used to

make

a purchase, revenue is recognized for the new transaction.

Accrued Future Customer Compensation

Income Taxes

Tax Receivable Agreement

rising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries, and (iii) certain other tax ben

efits (including deductions in respect of imputed interest) related to Hoya Intermediate making payments under the Tax Receivable Agreement.

Debt

write-off

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

Fair Value of Financial Instruments

—Fair value is the price that would b

e recei

Level 1

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

Level 2

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

Level 3

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

Our assets and liabilities measured at fair value on a recurring basis are presented in Note 12,

Debt,

and Note 14,

Financial Instruments

. Our

non-financial

assets, such as goodwill, intangible assets, and long-lived assets are measured at fair value on a nonrecurring basis, utilizing Level 3 inputs, are presented in Note 9,

Goodwill and Intangible Assets

Warrants

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

Distinguishing Liabilities from Equity,

and ASC

815-40,

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

urem

ent each period with an offsetting ad

justme

nt reflected in Other expenses on our Consolidated Statements of Operations.

Redeemable noncontrolling interests

Redeemable Noncontrolling Interests

—VSI holds

one-to-one

paid-in

capital of VSI Remeasurements of our redeemable noncontrolling interests are based on the fair value of our Class A common stock.

Offering costs

Expenses of Offering

paid-in

Equity-Based Compensation

Compensation–Stock Compensation

, and ASC 480,

Distinguishing Liabilities from Equity

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

Segment Reporting

Segment Reporting—

Resale.

Revenue Recognition

—We

recognize revenue in accordance with ASC Topic 606,

Revenue from Contracts with Customers

Marketplace

Revenue Recognition

Resale

passed.

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

Deferred Revenue

redeemed.

Sales Tax

—Sales taxes are imposed by state,

county

Advertising Costs

—We utilize various forms of advertising, including paid search, brand partnership,

e-mail

Shipping and Handling

are ac

crued upon recognition of revenue.

Recent Accounting Pronouncements

non-public

business entities, including early adoption when permissible. The following provides a brief description of recent accounting pronouncements that could have a material effect on our

financial

statements:

Issued accounting standards adopted

Leases

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

Accounting

Standards Update (“ASU”)

2016-02,

Leases (Topic 842), which requires lessees to recognize a

right-of-use

asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease) in the balance sheet. Lease liabilities

are

equal to the present value of lease payments, while

right-of-use

Codification

non-lease

components.

Upon the adoption of the new lease standard, on January 1, 2022, we recognized

right-of-use

Leases

, for more information on leases.

Financial Instruments Credit Losses

Financial Instruments-Credit Losses

—In June 2016, the FASB issued ASU

2016-13,

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

2019-10,

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

, deferred the effective date for

non-public

companies. The standard is effective for

non-public

companies for fiscal years beginning after December 15, 2022. We adopted these requirements as of January 1, 2023 with no material impact on our consolidated financial statements.

Reference Rate Reform

—In March 2020, the FASB issued ASU

2020-04,

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

consolidated

financial statements.

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Treasury stock, shares	5,291,497	4,342,477	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000	500,000,000
Common stock, shares issued	101,803,392	82,410,774	79,091,871
Common stock, shares outstanding	101,803,392	82,410,774	79,091,871
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000	250,000,000
Common stock, shares issued	99,800,000	118,200,000	118,200,000
Common stock, shares outstanding	99,800,000	118,200,000	118,200,000

Investment	9 Months Ended
Investment	Sep. 30, 2023
Investment Income, Nonoperating [Abstract]
Investments	9. INVESTMENTS In July 2023, we invested $6.0 million in a privately held company in the form of a convertible promissory note (the “Note”) and a warrant to purchase up to 1,874,933 shares of the company’s stock (the “Warrant”). Interest on the Note accrues at 8% per annum and outstanding principal and accrued interest is due and payable at the earlier of July 3, 2030 or a change in control of the company. The Warrant is exercisable until the date three years after the Note is repaid, subject to certain accelerating events. We account for the Note in accordance with ASC Topic 320, Investments—Debt and Equity Securities. The Note is classified as an available-for-sale security and is recorded at fair value with the change in unrealized gains and losses reported as a separate component on the Condensed Consolidated Statements of Comprehensive Income until realized. The Note’s unrealized gain for the three and nine months ended September 30, 2023 was less than $0.1 million. The Note’s amortized cost amounted to $2.5 million at September 30, 2023. We did not recognize any credit losses related to the Note during the three and nine months ended September 30, 2023. We account for the Warrant in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). As required by ASC 815, we record the derivative instrument on the Condensed Consolidated Balance Sheets at fair value with changes in fair value recognized in Other (income) expense on the Condensed Consolidated Statements of Operations on the recurring basis. The classification of the derivative instrument, including whether such instrument should be recorded as an asset or a liability, is evaluated at the end of each reporting period.

Impairments - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2020	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Royalty Rate	2.00%
Impairment of definite-lived intangible assets			$ 17,310
Impairment charge of indefinite-lived trademark	$ 78,700
Indefinite-Lived Intangible Assets (Excluding Goodwill)			118,000
Intangible Assets, Net (Including Goodwill)	683,300				$ 0
Goodwill	$ 377,100	$ 759,971	715,258	$ 718,204
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Impairment of definite-lived intangible assets			$ 107,400

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

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

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Estimated Useful Life

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


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

Schedule of Definite-Lived Intangible Assets Amortized


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

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plan	13. EMPLOYEE BENEFIT PLAN We have a defined contribution and profit-sharing 401(k) plan that covers substantially all employees who meet eligibility requirements. Participants may contribute to the plan, through regular payroll deductions, an amount subject to limitations imposed by the Internal Revenue Code. The plan also provides for discretionary profit-sharing contributions and matching contributions. We contributed approximately $1.3 million, $0.8 million, and $0.9 million in matching contributions for the years ended December 31, 2022, 2021, and 2020, respectively, and is included in General and administrative expense in the Consolidated Statements of Operations. For the years ended December 31, 2022, and 2021, there were no discretionary profit-sharing contributions.

The entire disclosure for retirement benefits.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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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 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Accrued marketing expense	$ 44,709	$ 26,873	$ 27,304
Accrued taxes	938	542	9,332
Accrued customer credits	63,754	88,167	119,355
Accrued future customer compensation	46,263	30,181	73,959
Accrued Contingencies	0	5,898	12,686
Accrued payroll	13,363	10,660	9,286
Other current liabilities	28,220	19,649	29,234
Total accrued expenses and other current liabilities	$ 197,247	$ 181,970	$ 281,156

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Schedule of Prepaid Expenses and Other Current Assets

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


	September 30, 2023		December 31, 2022
Recovery of future customer compensation	$	42,421	$	23,311
Prepaid expenses		6,591		6,032
Other current assets		395		569

Total prepaid expenses and other current assets	$	49,407	$	29,912

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

Schedule of Prepaid Expenses and Other Current Assets

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


	2022		2021
Recovery of future customer compensation	$	23,311	$	58,319
Prepaid expenses		6,032		9,573
Other current assets		569		4,612

Total prepaid expenses and other current assets	$	29,912	$	72,504

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

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

Fair Value Measurements

10. FAIR VALUE MEASUREMENTS

We account for financial instruments under ASC Topic 820,

Fair Value Measurements

(“ASC 820”). This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1

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

Level 2

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

Level 3

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

Financial instruments recorded at fair value on recurring basis as of September 30, 2023 and December 31, 2022 are as follows (in thousands):


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
September 30, 2023
Money market funds (cash equivalent)	$	190,054	$	—	$	—	$	190,054
Investments:
Note		—		—		2,536		2,536
Warrant		—		—		3,506		3,506

	$	190,054	$	—	$	6,042	$	196,096


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
December 31, 2022
Money market funds (cash equivalent)	$	203,285		—		—	$	203,285

	$	203,285	$	—	$	—	$	203,285

The fair value of the Note is determined using the income approach, utilizing Level 3 inputs. The estimated fair value of the Warrant is determined using the Black-Scholes model, which requires us to make assumptions and judgments about the variables used in the calculation related to volatility, expected term, dividend yield and risk-free interest rate. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

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


Assets	Significant Unobservable Inputs	September 30, 2023
Note	Expected terms (years)		7.0
	Implied Yield		23.0	%
Warrant	Estimated volatility		55.0	%
	Expected terms (years)		7.0
	Risk-free rate		4.6	%
	Expected dividend yield		0	%


	Note		Warrant
Balance as of July 3, 2023 (inception)	$	2,411	$	3,589
Accretion of discount		8
Interest paid-in-kind		117
Total unrealized gains or losses:
Recognized in earnings		—		(83	)

Balance at September 30, 2023	$	2,536	$	3,506

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

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

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

8. LEASES

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

determine if an arrangement is a lease at inception of a contract.

Right-of-use

(“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. As of December 31, 2022, the weighted average discount rate applied to the lease liabilities is approximately 7%. Leases with an initial term of

12 months

or less are not recorded on the Consolidated Balance Sheets and rent expense for these short-term leases is recognized in General and administrative expenses in the Consolidated Statements of Operations on a straight-line basis over the lease term. Short-term lease costs were not material to our Consolidated Statements of Operations for the year ended December 31, 2022.

We entered into all of our lease contracts as a lessee. We are not acting as a lessor under any of our leasing arrangements. The vast majority of our lease contracts are real estate leases for office space. All of our leases are classified as operating. At December 31, 2022, we had $7.9 million of ROU assets in

Right-of-use

assets — net, and the corresponding operating lease liabilities of $0.6 million recorded in Accrued expenses and other current liabilities and $14.9 million recorded in Long-term lease liabilities in the Consolidated Balance Sheets.

Most leases have one or more options to renew, with renewal terms that can initially extend the lease term for various periods up to five years. The exercise of renewal options is at our discretion and are included if they are reasonably certain to be exercised. As of December 31, 2022, the weighted average remaining minimum lease term is approximately 9.7 years. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded under General and administrative expenses in the Consolidated Statements of Operations. We elected not to separate lease and

non-lease

components. Our leases do not contain any material residual value guarantees or restrictive covenants.

In December 2021, we entered into a lease agreement for our new corporate headquarters in Chicago, Illinois. The lease commenced in the first quarter of 2022 when we obtained control of the premises, and runs through December 31, 2033 with a

5-year

renewal option. The aggregate lease payments for the initial term are approximately $16.2 million with no rent due until March 2024.

The lease agreement provides for a tenant improvement allowance from the landlord in an amount equal to $6.5 million towards the design and construction on the leased premises. As of December 31, 2022, we incurred leasehold improvement costs of $6.5 million related to the tenant improvement allowance. This amount is recorded in Property and equipment—net in the Consolidated Balance Sheets. On the commencement date, we recognized the ROU asset and corresponding lease liability of $3.4 million in

Right-of-use

assets — net and Long-term lease liabilities, respectively, in the Consolidated Balance Sheets.

Operating and variable lease expenses for the years ended

December

31, 2022, 2021 and 2020 were $3.6 million, $3.7 million and $2.8 million, respectively.

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

million.

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


	Operating Leases
2023		906
2024		2,030
2025		2,450
2026		2,471
2027		2,436
2028		2,486
Thereafter		9,817

Total remaining lease payments		22,596
Less: Imputed interest		7,104

Present value of lease liabilities	$	15,492

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


	Operating Leases
2022		3,437
2023		905
2024		2,038
2025		2,458
2026		2,477
Thereafter		14,736

Total remaining lease payments	$	26,051

Debt

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

12. DEBT

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


	September 30, 2023			December 31, 2022
February 2022 First Lien Loan	$	270,875		$	272,938
Shoko Chukin Bank Loan		3,068			—

Total long-term debt, gross		273,943			272,938
Less: unamortized debt issuance costs		(4,760	)		(5,290	)

Total long-term debt, net of issuance costs		269,183			267,648
Less: current portion		(3,308	)		(2,750	)

Total long-term debt, net	$	265,875		$	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 credit 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 revolving credit facility component of the first lien debt facility 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 a 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 balance of the June 2017 First Lien Loan with a new $275.0 million term loan (the “February 2022 First Lien Loan”), which has a maturity date of February 3, 2029 and added a new $100.0 million revolving credit facility (the “Revolving Facility”) with a maturity date of February 3, 2027. At September 30, 2023, we had no outstanding borrowings under our Revolving Facility.

The terms of the February 2022 First Lien Loan specify a secured overnight financing rate (“SOFR”) based floating interest rate and contain a springing financial covenant that requires 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. The February 2022 First Lien Loan 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 (subject to a 0.5% floor) plus 3.25%. The effective interest rate on the February 2022 First Lien Loan was 9.04% and 7.98% per annum at September 30, 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 September 30, 2023 and December 31, 2022, 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, restrict our 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 September 30, 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 nine months ended September 30, 2022, which is presented in Loss on extinguishment of debt in the Condensed Consolidated Statements of Operations.

Shoko Chukin Bank Loan

In connection with our acquisition of Wavedash, we assumed long-term debt of JPY 458.3 million (approximately $3.1 million), which has a maturity date of June 24, 2026, subject to a fixed interest rate of 1.27% per annum.

12. DEBT

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


	2022			2021
June 2017 First Lien Loan	$	—		$	465,712
February 2022 First Lien Loan		272,938			—

Total long-term debt, gross		272,938			465,712
Less: unamortized debt issuance costs		(5,290	)		(5,580	)

Total long-term debt, net of issuance costs		267,648			460,132
Less: current portion		(2,750	)		—

Total long-term debt, net	$	264,898		$	460,132

June 2017 Term Loans

On June 30, 2017, we entered into a $575.0 million first lien debt facility, comprised of a $50.0 million revolving facility and a $525.0 million term loan (the “June 2017 First Lien Loan”), and a second lien credit facility, comprised of a $185.0 million second lien term loan (the “June 2017 Second Lien Loan”). The First Lien Loan was amended to upsize the committed amount by $115.0 million on July 2, 2018. On October 28, 2019, we paid off the June 2017 Second Lien Loan balance. The underlying revolving credit facility, part of the June 2017 First Lien Loan, was subsequently retired on May 22, 2020. On October 18, 2021, we made an early principal payment related to the June 2017 First Lien Loan of $148.2 million in connection with, and using the proceeds from, the Merger Transaction and PIPE Financing. On February 3, 2022, we repaid $190.7 million of the outstanding balance of the June 2017 First Lien Loan and refinanced the remaining balance with a new $275.0 million term loan.

The June 2017 First Lien Loan was held by third-party financial institutions and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace. Therefore, the fair value is estimated on a Level 2 basis. At December 31, 2021, the June 2017 First Lien Loan had a fair value of $465.1 million as compared to the carrying amount of $460.1 million.

February 2022 First Lien Loan

On February 3, 2022, we entered into an amendment which refinanced the remaining June 2017 First Lien Loan with a new $275.0 million term loan (the “February 2022 First Lien Loan”) with a maturity date of February 3, 2029. In connection with the February 2022 First Lien Loan, we also entered into a new revolving credit facility (the “Revolving Facility”), which allows for an aggregate principal amount of $100.0 million and has a maturity date of February 3, 2027. At December 31, 2022, we had no outstanding borrowings under our Revolving Facility.

The terms of the February 2022 First Lien Loan specified a secured overnight financing rate (“SOFR”) based floating interest rate and revised the springing financial covenant under the June 2017 First Lien Loan to require compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels. All obligations under the February 2022 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’s existing and future direct and indirect wholly owned domestic subsidiaries. It requires quarterly amortization payments of $0.7 million. The Revolving Facility does not require periodic payments. All obligations under the February 2022 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets. The February 2022 First Lien Loan carries an interest rate of SOFR plus 3.25%. The SOFR rate for the February 2022 First Lien Loan is subject to a 0.5% floor. The effective interest rate on the February 2022 First Lien Loan was 7.98% per annum at December 31, 2022.

Our February 2022 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace. Therefore, the fair value is estimated on a Level 2 basis. At December 31, 2022, the fair value of our February 2022 First Lien Loan approximates the carrying

value.

are subject to certain reporting and compliance-related covenants to remain in good standing under the February 2022 First Lien Loan. These covenants, among other things, limit our ability to incur additional indebtedness, and in certain circumstances, create restrictions on the ability to enter into transactions with affiliates; create liens; merge or consolidate; and make certain payments.

Non-compliance

with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral. As of December 31, 2022, we were in compliance with all of our debt covenants related to the February 2022 First Lien Loan.

Due to the refinancing of the June 2017 First Lien Loan with the February 2022 First Lien Loan, we incurred a loss of $4.3 million for the year ended December 31, 2022, which is presented in Loss on extinguishment of debt in the Consolidated Statements of

Operations.

May 2020 First Lien Loan

On May 22, 2020, we entered into a $260.0 million first lien term loan (the “May 2020 First Lien Loan”) that is pari passu with the June 2017 First Lien Loan. The proceeds from the May 2020 First Lien Loan were used for general corporate purposes and to extinguish and retire the revolving facility related to the June 2017 First Lien Loan in full. The May 2020 First Lien Loan had no required amortization payments. All obligations under the May 2020 First Lien Loan were secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets.

The interest rate for the May 2020 First Lien Loan was determined using a LIBOR rate plus an applicable margin of 9.50% per annum, or a base rate plus an applicable margin of 8.50% per annum. The LIBOR rate was subject to a 1.00% floor and the base rate was subject to a 2.00% floor. All obligations under the May 2020 First Lien Loan were secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets. For any period ending prior to May 22, 2022, we had the option of submitting

paid-in-kind

elections, whereby the entire outstanding balance would be charged interest at 11.50% per annum and interest amounts will be added to the outstanding principal. On and after May 22, 2022 but prior to May 22, 2023, we had the option of submitting

paid-in-kind

elections with respect to all or some of the outstanding balance, whereby the portion for which such

paid-in-kind

election was made will be charged interest at a rate equal to the sum of i) 5.0% per annum and ii) at our election, a LIBOR rate plus an applicable margin of 5.00% per annum, or a base rate plus an applicable margin of 4.00% per annum.

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

Our May 2020 First Lien Loan was not traded and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. On October 18, 2021, in connection with, and using the proceeds from the Merger Transaction, we paid off in full the May 2020 First Lien Loan balance. The debt extinguishment resulted in a loss of $34.1 million, which is presented in Loss on extinguishment of debt in the Consolidated Statements of Operations. The loss consists of a $28.0 million prepayment penalty and the remaining balance of the original issuance discount and issuance costs of $6.1 million.

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


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

Total	$	272,938

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 235
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Revenue Recognition - Schedule of Market Place Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	$ 154,388	$ 130,542	$ 430,119	$ 370,972	$ 511,094	$ 389,668	$ 23,281
Owned Properties
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	122,778	106,597	329,006	288,827	400,413	308,226	24,188
Private Label
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	31,610	23,945	101,113	82,145	110,681	81,442	(907)
Concerts
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	87,142	63,802	239,762	188,291	251,423	171,149	15,775
Sports
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	52,169	52,812	143,118	143,012	196,467	175,471	3,484
Theater
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	14,788	13,526	45,705	37,997	61,483	41,745	3,759
Other
Disaggregation Of Revenue [Line Items]
Total Marketplace revenues	$ 289	$ 402	$ 1,534	$ 1,672	$ 1,721	$ 1,303	$ 263

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

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

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Summary of Accrued Expenses and Other Current Liabilities

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


	September 30, 2023		December 31, 2022
Accrued marketing expense	$	44,709	$	26,873
Accrued taxes		938		542
Accrued customer credits		63,754		88,167
Accrued future customer compensation		46,263		30,181
Accrued contingencies		—		5,898
Accrued payroll		13,363		10,660
Other current liabilities		28,220		19,649

Total accrued expenses and other current liabilities	$	197,247	$	181,970

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

Summary of Accrued Expenses and Other Current Liabilities

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


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

Total accrued expenses and other current liabilities	$	181,970	$	281,156

Business Acquisition

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Acquisition

3. BUSINESS ACQUISITION

On September 8, 2023 (the “Acquisition Date”), we acquired 100% of the outstanding shares of WD Holdings Co., Ltd. (“Wavedash”), an online ticket marketplace headquartered in Tokyo, Japan. The purchase price was JPY 10,946.1 million, or approximately $74.3 million based on the exchange rate in effect on the Acquisition Date, before considering the net effect of cash acquired equal to the amount in the table below. We financed the transaction at closing with cash on hand. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting.

We have applied the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations and recognized assets acquired and liabilities assumed at their respective fair values as of the Acquisition Date, with the excess purchase consideration recorded to goodwill. The goodwill recorded is not expected to be deductible for income tax purposes. The goodwill is primarily attributable to revenue opportunities associated with Wavedash’s service offerings and assembled workforce and is included in our Marketplace segment.

The fair values of the assets acquired and liabilities assumed are preliminary and subject to change because the evaluations necessary to assess the fair values of the net assets acquired are still in process. The primary areas that are not yet finalized relate to the valuations of certain intangible assets and acquired income tax assets and liabilities. Acquired assets and liability amounts are also still being finalized. We expect to finalize the allocation of the purchase price as soon as practicable, but no later than one year from the Acquisition Date when the measurement period ends. In connection with the transaction, we assumed long-term debt which matures in the second quarter of 2026, subject to a fixed interest rate. Refer to Note 12, Debt for more information.

Acquisition costs directly related to the transaction were $1.9 million and $2.7 million for the three and nine months ended September 30, 2023, respectively, and are included in General and administrative expenses in the Condensed Consolidated Statements of Operations.

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


Cash	$	18,390
Accounts receivable		2,182
Inventory		49
Prepaid expenses and other current assets		259
Property and equipment		67
Right-of-use assets		1,927
Other net assets		675
Intangible assets		31,846
Goodwill		45,351
Accounts payable		(7,427	)
Accrued expenses and other current liabilities		(3,901	)
Current maturities of long-term debt		(566	)
Long-term debt		(2,546	)
Other non-current liabilities		(11,981	)

Net assets acquired	$	74,325

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


	Cost		Estimated Useful Life
Tradename	$	2,173	Indefinite
Supplier relationships		19,963	5 years
Customer relationships		5,500	4 years
Developed technology		4,210	3 years

Total acquired intangible assets	$	31,846

3. BUSINESS ACQUISITION

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

The acquisition date fair value of the consideration consisted of $0.8 million in cash and 2.1 million shares of our Class A common stock. The total consideration includes cash earnouts of $3.4 million as of the acquisition date representing the estimated fair value that we may be obligated to pay if Vivid Picks meets certain earnings objectives. In addition, the consideration includes future milestone payments of $9.5 million as of the acquisition date representing the estimated fair value that we may be obligated to pay upon the achievement of certain integration objectives. For the year ended December 31, 2022, the estimated fair value of cash earnouts decreased by $2.1 million, which is presented in Change in fair value of contingent consideration on the Consolidated Statements of Operations. As of December 31, 2022, $2.6 million was recorded in Additional

paid-in

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

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

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

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

During the year ended December 31, 2022, we recognized adjustments related to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The adjustments primarily consisted of $0.9 million in definite-lived intangible assets and $2.9 million in goodwill. Refer to Note 9,

Goodwill and Intangible Assets

, for the acquisition adjustment. We have finalized purchase accounting for this acquisition in the fourth quarter of 2022.

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


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

Net assets acquired	$	34,935

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


Fair value of common stock	$	21,306
Cash consideration		759
Fair value of milestone payments		9,470
Fair value of earnouts		3,400

Total purchase consideration	$	34,935

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


	Cost		Estimated Useful Life
Customer relationships		1,530		2 years
Developed technology		2,900		5 years

Total acquired intangible assets	$	4,430

Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands						2 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Jun. 15, 2023	May 22, 2023	Jul. 05, 2022	May 25, 2022	Oct. 18, 2021	Dec. 31, 2021	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	May 26, 2022	Sep. 30, 2021	Sep. 30, 2020
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants												1,000,000
Derivative warrant liability							$ 20,400	$ 20,400		$ 20,400		$ 20,400
Fair value of option contingent warrants										1,600		1,600
Fair Value Adjustment of Warrants						$ 100				$ (991)	$ (6,618)	$ (8,227)	$ 1,389	$ 0
Class A Warrants			6,766,853									6,766,853
Value of Common Stock Exceeded												$ 18
Redemption price per share for warrant												$ 0.01
Tendered warrants												11,365,913
Stock Price												$ 18
Warrants issued												2,727,785
Number of shares issued												14,621
Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share							$ 10	$ 10		$ 10		$ 10
Class A Warrants							17,000,000	17,000,000		17,000,000		17,000,000
Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant expiration period							10 years	10 years		10 years		10 years
Hoya Intermediate Warrants
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants							1,000,000	1,000,000		1,000,000
Options forfeited or expiired												$ 200
Fair value of option contingent warrants								$ 1,700	$ 100	$ 1,000	6,600	$ (8,200)
Horizon Sponsor LLC \| Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share							$ 10	$ 10		$ 10		$ 10
Hoya Topco L L C [Member] \| Secondary Offering
Schedule Of Available For Sale Securities [Line Items]
Sales price, per share							$ 7.68	$ 7.68		$ 7.68
Hoya Topco L L C [Member] \| Hoya Intermediate Warrants
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants							3,000,000	3,000,000		3,000,000
Warrant exercise price per share							$ 15	$ 15		$ 15
Hoya Intermediate, LLC
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants					1,000,000
Options forfeited or expiired										$ 100
Warrant Purchased										17,000,000		17,000,000
Interest expense – net								$ 2,544	$ 2,901	$ 8,596	$ 9,542	$ 12,858	58,179	57,482
Share repurchase program, authorized amount												$ 4,300
Number of shares authorized to be repurchased				5,300,000
Payment of Commission				$ 100
Stock repurchased during period							0
Hoya Intermediate, LLC \| Interest Rate Swap [Member]
Schedule Of Available For Sale Securities [Line Items]
Notional Amount																	$ 520,700
Interest Rate Swaps, fixed Interest Rate																	1.90%
Interest expense – net														$ 4,300
Hoya Intermediate, LLC \| Interest Rate Cap [Member]
Schedule Of Available For Sale Securities [Line Items]
Notional Amount																$ 516,800
Derivative asset, notional amount																	$ 1,000
Interest Rate Swaps, fixed Interest Rate														0.00%
Interest expense – net													800	$ 200
Strike rate																3.50%
Hoya Intermediate, LLC \| Secondary Offering
Schedule Of Available For Sale Securities [Line Items]
Sales price, per share							$ 8	$ 8		$ 8
Marketing and selling expenses										$ 1,500
Hoya Intermediate, LLC \| Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share							10	10		$ 10		$ 10
Mirror Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share							$ 11.5	$ 11.5		$ 11.5		$ 11.5
Class A Warrants							13,286,644	13,286,644		13,286,644		13,286,644
Warrant Purchased										24,652,557		24,652,557
Mirror Warrants \| Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share							$ 10	$ 10		$ 10		$ 10
Class A Warrants							17,000,000	17,000,000		17,000,000		17,000,000
Mirror Warrants \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share							$ 15	$ 15		$ 15		$ 15
Class A Warrants							17,000,000	17,000,000		17,000,000		17,000,000
Warrants [Member]
Schedule Of Available For Sale Securities [Line Items]
Warrant expiration period												5 years
Warrants Exercisable Period1												30 days
Warrants [Member] \| Horizon Sponsor LLC
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants							5,166,666	5,166,666		5,166,666		5,166,666
Fair Value Adjustment of Warrants													$ 1,300
Warrants [Member] \| Horizon Sponsor LLC \| Class A Public Warrants
Schedule Of Available For Sale Securities [Line Items]
Class A Warrants							6,766,853	6,766,853		6,766,853
Warrants [Member] \| Hoya Intermediate, LLC
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants					3,000,000
Warrant exercise price per share					$ 10
Private Warrants
Schedule Of Available For Sale Securities [Line Items]
Class A Warrants							6,519,791	6,519,791		6,519,791		6,519,791
Common Stock \| Hoya Topco L L C [Member]
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants							3,000,000	3,000,000		3,000,000
Warrant exercise price per share							$ 10	$ 10		$ 10
Common Stock \| Warrants [Member] \| Hoya Intermediate, LLC
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants					3,000,000
Warrant exercise price per share					$ 15
Class A Common Stock
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants					6,519,791
Warrant exercise price per share					$ 11.5
Stock issued during period, shares					29,431,260
Class A Common Stock \| Secondary Offering
Schedule Of Available For Sale Securities [Line Items]
Number of shares issued		16,000,000
Class A Common Stock \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share					$ 15		$ 15	$ 15		$ 15		$ 15
Class A Warrants							17,000,000	17,000,000		17,000,000		17,000,000
Class A Common Stock \| Horizon Sponsor LLC
Schedule Of Available For Sale Securities [Line Items]
Stock issued during period, shares					50,000
Number of shares issued					47,517,173
Class A Common Stock \| Horizon Sponsor LLC \| Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants							17,000,000	17,000,000		17,000,000		17,000,000
Warrant exercise price per share					$ 10		$ 10	$ 10		$ 10		$ 10
Class A Common Stock \| Horizon Sponsor LLC \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants							17,000,000	17,000,000		17,000,000		17,000,000
Warrant exercise price per share							$ 15	$ 15		$ 15		$ 15
Class A Common Stock \| Hoya Topco L L C [Member] \| Secondary Offering
Schedule Of Available For Sale Securities [Line Items]
Proceeds from sale of shares										$ 0
Class A Common Stock \| Hoya Intermediate, LLC
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants							17,000,000	17,000,000		17,000,000
Warrant Purchased												17,000,000
Share repurchase program, authorized amount				$ 40,000								$ 32,500
Class A Common Stock \| Hoya Intermediate, LLC \| Secondary Offering
Schedule Of Available For Sale Securities [Line Items]
Number of shares issued	2,400,000									18,400,000
Shares sold by stockholder										18,400,000
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	$ 15		$ 15		$ 15
Class A Common Stock \| Mirror Warrants \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant Purchased										15		15
Class A Common Stock \| Warrants [Member]
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants					18,132,776
Warrant exercise price per share					$ 11.5
Number of Trading Days												20 days
Class A Common Stock \| Warrants [Member] \| Class A Public Warrants
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share							11.5	11.5		$ 11.5		$ 11.5
Class A Warrants			11,365,913
Number of securities called by each public warrant outstanding															0.24
Tendered warrants			2,727,785
Class A Common Stock \| Warrants [Member] \| Horizon Sponsor LLC
Schedule Of Available For Sale Securities [Line Items]
Stock issued during period, shares										18,132,776		18,132,776
Class A Common Stock \| Warrants [Member] \| Horizon Sponsor LLC \| Dollar Ten Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants					17,000,000
Class A Common Stock \| Warrants [Member] \| Horizon Sponsor LLC \| Dollar Fifteen Exercise Warrants
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants					17,000,000
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							11.5	11.5		$ 11.5		$ 11.5
Stock issued during period, shares										6,519,791		6,519,791
Class B Common Stock
Schedule Of Available For Sale Securities [Line Items]
Stock issued during period, shares					118,200,000
Class B Common Stock \| Hoya Intermediate, LLC \| Secondary Offering
Schedule Of Available For Sale Securities [Line Items]
Exchanged shares by stockholder										18,400,000
Class B Common Stock \| Warrants [Member]
Schedule Of Available For Sale Securities [Line Items]
Number of securities called by warrants					6,000,000
Warrant exercise price per share					$ 0.001
Minimum
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share							10	10		$ 10		$ 10
Minimum \| Hoya Intermediate, LLC
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share					10
Maximum
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share							$ 15	$ 15		$ 15		$ 15
Maximum \| Hoya Intermediate, LLC
Schedule Of Available For Sale Securities [Line Items]
Warrant exercise price per share					$ 15
Maximum \| Class A Common Stock \| Warrants [Member]
Schedule Of Available For Sale Securities [Line Items]
Number of Trading Days												30 days

Equity-Based Compensation - Summary of Activity for RSUs (Details) - $ / shares	1 Months Ended				12 Months Ended
	Aug. 31, 2023	Jun. 30, 2023	May 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances					$ 12.86
Weighted-Average Grant Date Fair Value Per Share, Granted					9.92
Weighted-Average Grant Date Fair Value Per Share, Forfeited					11.24
Weighted-Average Grant Date Fair Value Per Share, Vested					12.86
Weighted-Average Grant Date Fair Value Per Share, Ending Balances					$ 10.99
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balances					1,378
Granted	100,000	100,000	100,000	2,500,000	1,787
Forfeited					(290)
Vested					(324)
Ending Balances					2,551

Segment Reporting (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

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

Schedule of Segment Information

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


	Three Months Ended September 30, 2023							Nine Months Ended September 30, 2023
	Marketplace		Resale		Consolidated			Marketplace		Resale		Consolidated
Revenues	$	154,388	$	33,745	$	188,133		$	430,119	$	84,457	$	514,576
Cost of revenues (exclusive of depreciation and amortization shown separately below)		23,923		26,539		50,462			66,749		64,089		130,838
Marketing and selling		77,006		—		77,006			196,970		—		196,970

Contribution margin	$	53,459	$	7,206		60,665		$	166,400	$	20,368		186,768
General and administrative						37,225							107,921
Depreciation and amortization						3,301							8,603
Change in fair value of contingent consideration						20							(998	)

Income from operations						20,119							71,242
Interest expense – net						2,544							8,596
Other income						(1,038	)						(365	)

Income before income taxes					$	18,613						$	63,011


	Three Months Ended September 30, 2022							Nine Months Ended September 30, 2022
	Marketplace		Resale		Consolidated			Marketplace		Resale		Consolidated
Revenues	$	130,542	$	26,276	$	156,818		$	370,972	$	64,312	$	435,284
Cost of revenues (exclusive of depreciation and amortization shown separately below)		17,950		19,667		37,617			52,912		49,291		102,203
Marketing and selling		66,323		—		66,323			179,963		—		179,963

Contribution margin	$	46,269	$	6,609		52,878		$	138,097	$	15,021		153,118
General and administrative						30,239							95,721
Depreciation and amortization						2,158							5,269
Change in fair value of contingent consideration						(1,220	)						(1,220	)

Income from operations						21,701							53,348
Interest expense – net						2,901							9,542
Loss on extinguishment of debt						—							4,285
Other expenses						(65	)						(6,618	)

Income before income taxes					$	18,865						$	46,139

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

Schedule of Segment Information

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


	Marketplace		Resale		Consolidated
Revenues	$	511,094	$	89,180	$	600,274
Cost of revenues (exclusive of depreciation and amortization shown separately below)		73,126		67,382		140,508
Marketing and selling		248,375		—		248,375

Contribution margin	$	189,593	$	21,798		211,391
General and administrative						127,619
Depreciation and amortization						7,732
Change in fair value of contingent consideration						(2,065	)

Income from operations						78,105
Interest expense – net						12,858
Loss on extinguishment of debt						4,285
Other income						(8,227	)

Income before income taxes					$	69,189

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


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

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

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

Loss before income taxes					$	(18,825	)

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


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

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

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

Net loss						$	(774,185	)

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

Cover Page	9 Months Ended
Cover Page	Sep. 30, 2023
Document Information [Line Items]
Document Type	S-1
Entity Registrant Name	Vivid Seats Inc.
Entity Central Index Key	0001856031
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3355184
Entity Address, Address Line One	24 E. Washington Street, 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
Entity Ex Transition Period	false
Entity Primary SIC Number	7990
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	24 E. Washington Street, 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
Contact Personnel Name	Stanley Chia

Accounts Receivable - Net (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financing Receivable, Past Due [Line Items]
Accounts receivable net	$ 7,800		$ 7,800		$ 1,000	$ 7,200
Accounts receivable	64,829		64,829		36,531	36,124
Allowance for doubtful accounts	4,000		4,000		100	1,400
Accounts receivable write offs	0	$ 0	0	$ 0	4,900	1,000	$ 100
Distribution Partners [Member]
Financing Receivable, Past Due [Line Items]
Accounts receivable net	12,100		12,100		11,700	14,500
Allowance for doubtful accounts	5,000		5,000		3,600	$ 1,600
Uncollateralized Payment [Member]
Financing Receivable, Past Due [Line Items]
Accounts receivable net	$ 42,200		$ 42,200		$ 18,900

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions		9 Months Ended
	Nov. 01, 2021	Sep. 30, 2023	Dec. 31, 2022	Jul. 31, 2022	May 25, 2022	Dec. 31, 2021
Attorney And Administrative Fees		$ 3.3
Prepaid Expenses and Other Current Assets
Insurance recovery assets			$ 0.5
Hoya Intermediate, LLC
Termination date	Nov. 01, 2021
Accrued liabilities			0.9
Share repurchase program, authorized amount			4.3
Purchase obligations			2.7
Purchase obligations, Thereafter			5.2
Hoya Intermediate, LLC \| Maximum
Claim settlement pool				$ 2.5
Hoya Intermediate, LLC \| Prepaid Expenses and Other Current Assets
Claim settlement pool		4.5	4.5
Hoya Intermediate, LLC \| Canada
Accrued liabilities		$ 0.9	0.9
Class A Common Stock \| Hoya Intermediate, LLC
Share repurchase program, authorized amount			32.5		$ 40.0
Accrued Liabilities
Accrued liabilities			$ 1.6
Accrued Liabilities \| Hoya Intermediate, LLC
Accrued liabilities						$ 1.7

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

16. INCOME TAXES

For the three and nine months ended September 30, 2023, we recorded a $2.6 million income tax expense and a $21.6 million income tax benefit in continuing operations, respectively. Our effective income tax rate differs from the 21% U.S. federal statutory rate largely due to the impact of noncontrolling interests and the release of our valuation allowance on our U.S. net operating losses, interest limitations, and tax credit carryforwards.

For the three and nine months ended September 30, 2022, we recorded a $0.1 million and $0.2 million income tax expense in continuing operations, respectively. The September 30, 2022 income tax provision was primarily a result of state taxes.

As of September 30, 2023, our deferred tax assets were primarily the result of our investment in partnership, net operating losses, interest limitations, and tax credit carryforwards. Prior to the second quarter of 2023, a full valuation allowance was maintained against our U.S. deferred tax assets on the basis of management’s reassessment of the amount of the deferred tax assets that are more likely than not to be realized. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2023, in part because in the current year we achieved three years of cumulative pretax income in the U.S. federal tax jurisdiction, management determined that there is sufficient positive evidence to conclude that it is more likely than not that additional deferred tax assets of $31.3 million associated with our investment in partnership, U.S. net operating losses, interest limitations, and tax credit carryforwards are realizable. We therefore reduced the valuation allowance accordingly in the second quarter of 2023. We maintain a partial valuation allowance on our investments in partnership related to the portion of the basis difference that will only reverse upon the sale of our interests, which would result in a capital loss that we do not expect to be able to utilize. Certain tax attributes remain subject to an annual limitation under Section 382 of the IRC as a result of the historical acquisitions.

During the second quarter of 2023, we received a refund associated with our 2021 tax filing in the amount of $7.8 million, including interest, for which a long-term liability was established.

Tax Receivable Agreement

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

In conjunction with the Secondary Offering in the second quarter of 2023, Hoya Topco exchanged Intermediate Units, and as a result, we now have an obligation to make payments pursuant to the Tax Receivable Agreement. The increase in deferred tax assets, the Tax Receivable Agreement liability, and additional reduction in

paid-in

capital resulting from the Secondary Offering was $52.8 million, $99.0 million, and $46.1 million, respectively. Payments pursuant to the Tax Receivable Agreement relating to the Secondary Offering are expected to begin during the year ending December 31, 2024.

Amounts payable under the Tax Receivable Agreement are contingent upon the generation of future taxable income over the term of the Tax Receivable Agreement and future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the Tax Receivable Agreement to utilize the tax benefits, then we would not be required to make the related payments. As of September 30, 2023, we estimate that the tax savings associated with all tax attributes described above would aggregate to approximately $116.4 million. Under this scenario we would be required to pay approximately 85% of such amount, or $99.0 million, primarily over the next 15 years. As of September 30, 2023, there were no amounts due within 12 months.

19. INCOME TAXES

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

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


	2022		2021			2020
United States	$	68,416	$	(17,859	)	$	(763,664	)
Foreign		773		(966	)		(10,521	)

Total (loss) income before income taxes	$	69,189	$	(18,825	)	$	(774,185	)

Prior to 2021, we did not incur material amounts of inco

e tax expense or

have

material income tax liability or deferred tax balances.

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


	2022			2021
Current
U.S. Federal	$	15		$	—
State & Local		248			304
Foreign		—			—

Total current income tax expense (benefit)		263			304

Deferred
U.S. Federal		—			—
State & Local		—			—
Foreign		(1,853	)		—

Total deferred income tax expense (benefit)		(1,853	)		—

Total income tax expense (benefit)	$	(1,590	)	$	304

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


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

Total income tax expense (benefit)		(2.3)%		(1.6)%

As of December 31, 2022 and 2021, our deferred tax balances consisted

the

followin

(in thousands):


	2022			2021
Deferred Tax Assets
Net operating loss	$	12,740		$	9,670
Interest carryforwards		15,919			15,206
Investment in partnerships		91,302			120,706
Other		748			132

Total deferred tax assets		120,709			145,714

Valuation allowance		(118,734	)		(145,668	)

Total deferred tax assets net of valuation allowance		1,975			46

Deferred Tax Liabilities
Other		122			46

Total Deferred Tax Liabilities		122			46

Net Deferred Tax Assets / (Liabilities)	$	1,853		$	—

cognize deferred tax assets to the extent we believe

these

assets are more likely than not to

realized

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

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

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


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

Ending balance	$	118,734		$	145,668

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

As of December 31, 2022, we determined that there

sufficient positive evidence to conclude that it is more likely than not that our Canadian deferred taxes of $1.9 million are realizable. We therefore reduced the valuation allowance accordingly. We expect to continue maintaining a full valuation allowance on our U.S. net deferred tax asset until there is sufficient positive evidence to support the reversal of a portion of this allowance. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next

3-6

months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion or the entirety of the valuation allowance will no longer be necessary to be recorded against our U.S. net deferred tax assets. Release of the valuation allowance would result in the recognition of previously unrecognized deferred tax assets and an income tax benefit in the period in which the release of the valuation allowance is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of positive evidence becoming available.

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

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

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

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


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

Balance at end of the year	$	7,500

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

are subject to routine audits by taxing jurisdictions.

The

periods

subject to tax audits are 2018 through 2022. There are currently no audits for any tax periods in progress.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Property, Plant and Equipment [Abstract]

Debt - Additional Information (Details) ¥ in Millions					1 Months Ended	9 Months Ended		12 Months Ended
Debt - Additional Information (Details) ¥ in Millions	Feb. 03, 2022 USD ($)	Oct. 18, 2021 USD ($)	May 22, 2020 USD ($)	Oct. 28, 2019	Jun. 30, 2017 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	May 22, 2023	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2023 JPY (¥)	Jul. 02, 2018 USD ($)
Line of Credit Facility [Line Items]
Proceeds from revolving facility									$ 0	$ 0	$ 50,000,000
Loss on extinguishment of debt						$ 0	$ (4,285,000)		(4,285,000)	(35,828,000)	(685,000)
Maturity date	Feb. 03, 2029
Amortization payments						688,000	819,000		1,052,000	4,472,000	$ 3,863,000
Long-term debt						265,875,000			264,898,000	460,132,000
Repayment of Term Loan		Oct. 18, 2021
Debt instrument, basis spread on variable rate								5.00%
June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 275,000,000				$ 575,000,000
Proceeds from revolving facility					50,000,000
Line of credit up-sized													$ 115,000,000
Repayments of debt	190,700,000
June 2017 Second Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit	275,000,000				185,000,000
Line of credit up-sized													$ 115,000,000
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
Loss on extinguishment of debt							$ 4,300,000		$ 4,300,000
Maturity date									Feb. 03, 2029
Amortization payments						$ 700,000			$ 700,000
Effective interest rate						9.04%			7.98%			9.04%
May 2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit			$ 260,000,000
Amortization payments			$ 0
May 2020 First Lien Loan
Line of Credit Facility [Line Items]
Loss on extinguishment of debt		$ 34,100,000
Effective interest rate									11.50%
Prepayment Penalty Rate			3.00%
Prepayments Amount			$ 91,000,000
Prepayment penalty Amount		28,000,000
Remaining Amount Issuance Discount And Issuance Costs		6,100,000
May 2020 First Lien Loan \| Maximum
Line of Credit Facility [Line Items]
Prepayment Penalty Rate			6.00%
May 2020 First Lien Loan \| Minimum
Line of Credit Facility [Line Items]
Prepayments Amount			$ 91,000,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Proceeds from revolving facility					50,000,000
Revolving Credit Facility \| June 2017 Second Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit					525,000,000
Revolving Credit Facility \| February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Proceeds from revolving facility	$ 100,000,000								$ 100,000,000
Maturity date									Feb. 03, 2027
Outstanding borrowings						$ 0			$ 0
Loans Payable \| June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit					525,000,000
Loans Payable \| June 2017 Second Lien Loan
Line of Credit Facility [Line Items]
Long-term Line of Credit					$ 185,000,000
WaveDash's Long-Term Debt
Line of Credit Facility [Line Items]
Long-term debt						$ 3,100,000						¥ 458.3
Interest rate on Long Term Debt						1.27%						1.27%
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%						3.25%
SOFR Rate \| February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Effective interest rate									3.25%
Floor rate						0.50%			0.50%			0.50%
LIBOR Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate								5.00%
LIBOR Rate \| May 2020 First Lien Loan
Line of Credit Facility [Line Items]
Floor rate									1.00%
Interest rate on Long Term Debt									9.50%
Base Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate								4.00%
Base Rate \| May 2020 First Lien Loan
Line of Credit Facility [Line Items]
Floor rate									2.00%
Interest rate on Long Term Debt									8.50%
Recurring \| Level 2 \| June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Fair value										465,100,000
Carrying amount										$ 460,100,000

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of Property and Equipment

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


	2022		2021
Computer equipment	$	1,935	$	568
Furniture		1,625		—
Leasehold Improvements		7,467		—
Construction in progress		—		564

Total property and equipment		11,027		1,132
Less: accumulated depreciation		596		50

Total property and equipment – net	$	10,431	$	1,082

Investments (Additional Information) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Jul. 31, 2023
Schedule of Investments [Line Items]
Convertible promissory note			$ 6.0
Interest on outstanding principal and accrued interest			8.00%
Unrealized gain	$ 0.1	$ 0.1
Amortized cost amounted	$ 2.5	$ 2.5
Warrants [Member]
Schedule of Investments [Line Items]
Purchase of warrants			1,874,933

Rate of interest on investment.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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

Accrued Expenses and Other Current Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accrued Expenses and Other Current Liabilities

11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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


	September 30, 2023		December 31, 2022
Accrued marketing expense	$	44,709	$	26,873
Accrued taxes		938		542
Accrued customer credits		63,754		88,167
Accrued future customer compensation		46,263		30,181
Accrued contingencies		—		5,898
Accrued payroll		13,363		10,660
Other current liabilities		28,220		19,649

Total accrued expenses and other current liabilities	$	197,247	$	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 and nine months ended September 30, 2023, $2.6 million and $7.8 million of accrued customer credits were redeemed, respectively, and we recognized $7.7 million and $18.4 million of revenue from breakage, respectively. During the three and nine months ended September 30, 2022, $5.6 million and $22.9 million of accrued customer credits were redeemed, respectively, and we recognized $1.8 million and $5.0 million of revenue from breakage, respectively. 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 and nine months ended September 30, 2023, we recognized a net increase in revenue of $1.5 million and $0.2 million, respectively, and during the three and nine months ended September 30, 2022, we recognized a net increase in revenue of $4.6 million and $4.5 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 milestone payments to Betcha Sports, Inc. (“Betcha,” which was rebranded as “Vivid Picks”) of $6.0 million in cash during the nine months ended September 30, 2023.

Other current liabilities primarily increased as a result of accrued interest during the nine months ended September 30, 2023.

11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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


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

Total accrued expenses and other current liabilities	$	181,970	$	281,156

Accrued

customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, or breakage, provided that the credits are not subject to escheatment. We estimate breakage based on historical usage trends and available data on comparable programs, and recognize breakage in proportion to the pattern of redemption for customer credits. Our breakage estimate could be impacted by future activity differing from our estimates, the effects of which could be material. During the year ended December 31, 2022, $24.3 million of accrued customer credits were redeemed and we recognized $11.5 million of revenue from breakage. During the year ended December 31, 2021, $55.9 million of accrued customer credits were redeemed and we recognized $3.3 million of revenue from breakage. During the year ended December 31, 2020, $7.4 million of accrued customer credits were redeemed and we recognized $0.8 million of revenue from breakage. Breakage amounts are net of reductions in associated accounts receivable balances.

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

Accrued taxes decreased as we have historically accrued contingent sales tax expense in jurisdictions where we expected to remit sales tax payments for sales prior to collecting tax from customers which began in the second half of 2021. During 2022, we finalized the

remaining

open discussions with jurisdictions regarding the liability for uncollected sales tax and no longer have this contingent

liability.

Other

current liabilities primarily decreased as a result of making sales tax payments for liabilities that were no longer deemed contingent as of December 31, 2021, but were not yet paid at that time. These payments represent the exposure for sales tax prior to the date we began collecting sales tax from customers reduced by abatements received, inclusive of any penalties and interest assessed by the jurisdictions. The remaining historic sales tax liability payments were made

during

the year ended December 31, 2022.

Equity-Based Compensation (Additional Information) (Details) - USD ($)					1 Months Ended				3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 11, 2022	Mar. 11, 2022	Nov. 02, 2021	Oct. 19, 2021	Aug. 31, 2023	Jun. 30, 2023	May 31, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 18, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average, term													9 years
Stock option exercise price				$ 13.09
Outstanding options, granted													2,700
Outstanding options, forfeited													600
Weighted average grant date fair value	$ 3.66	$ 3.99											$ 3.71
Stock options outstanding													6,100	4,100
Share based payment arrangement, not yet recognized, term													3 years
Weighted-Average Grant Date Fair Value Per Share, Forfeited													$ 11.24
Capitalized development costs													$ 100,000
Special dividend per share																$ 0.23
Weighted-average grant-date fair value per share, stock options outstanding													$ 12.09	$ 13.39
Stock option, exercise price, decrease			$ 0.23
Directors \| Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend Paid Date			Nov. 02, 2021
Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration period													10 years
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted					100,000	100,000	100,000	2,500,000					1,787
Vested, amount									$ 300,000	$ 100,000	$ 1,000,000	$ 200,000
Weighted average, term											2 years
Outstanding options, forfeited									100,000	200,000	200,000	300,000
Weighted average grant date fair value					$ 7.45	$ 7.68	$ 7.67	$ 7.17
Shares outstanding									4,100,000		4,100,000		2,600,000
Unrecognized compensation expense											$ 35,800,000
Equity-based compensation expense									$ 3,900,000	$ 2,300,000	$ 10,500,000	$ 6,000,000	$ 8,400,000	$ 800,000	$ 0
Unrecognized compensation expense													$ 26,600,000
RSUs \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted						100,000
Weighted average grant date fair value						$ 7.98
us-gaap_EmployeeStockOptionMember
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period								3 years					3 years
Vested, amount													$ 3,500,000
Weighted average, term								10 years	2 years
Stock option exercise price								$ 7.17	$ 0	$ 0	$ 0	$ 0
Outstanding options, granted	100,000	2,600,000		3,100,000		900,000		3,600,000
Outstanding options, forfeited									0	400,000	100,000	400,000
Weighted average grant date fair value								$ 3.3
Stock options outstanding									10,600,000		10,600,000		6,100,000
Unrecognized compensation expense											$ 25,400,000
Equity-based compensation expense									$ 2,800,000	$ 1,700,000	7,300,000	$ 4,600,000	$ 6,200,000	$ 800,000	0
Share based payment arrangement, not yet recognized, term													3 years
Unrecognized compensation expense													$ 19,100,000
Weighted-Average Grant Date Fair Value Per Share, Forfeited													$ 3.83
Weighted-average grant-date fair value per share, stock options outstanding													$ 3.82	$ 3.71
us-gaap_EmployeeStockOptionMember \| Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercise price						$ 7.98
Outstanding options, granted						200,000
Weighted average grant date fair value						$ 3.22
us-gaap_EmployeeStockOptionMember \| Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercise price						$ 17
Outstanding options, granted						300,000
Weighted average grant date fair value						$ 1.87
us-gaap_EmployeeStockOptionMember \| Tranche Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercise price						$ 23
Outstanding options, granted						400,000
Weighted average grant date fair value						$ 1.44
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercise price	$ 8.22	$ 10.26		$ 15
Outstanding options, granted				1,000,000
Profit Interests
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense											1,600,000
Equity-based compensation expense									$ 1,000,000	$ 1,100,000	$ 3,000,000	$ 3,400,000	$ 4,500,000	$ 4,400,000	$ 4,300,000
Share based payment arrangement, not yet recognized, term											2 years		2 years
Unrecognized compensation expense													$ 4,500,000

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss		$ 12,740	$ 9,670
Interest carryforwards		15,919	15,206
Investment in partnerships		91,302	120,706
Other		748	132
Total deferred tax assets	$ 31,300	120,709	145,714
Valuation Allowance		(118,734)	(145,668)	$ (1,828)
Total deferred tax assets net of valuation allowance		1,975	46
Other		122	46
Total Deferred Tax Liabilities		122	46
Net Deferred Tax Asset / Liabilities		$ 1,853	$ 0

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

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 11,027	$ 1,132
Less: accumulated depreciation		596	50
Total property and equipment - net	$ 10,240	10,431	1,082
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		1,935	568
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		1,625	0
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		7,467	0
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment		$ 0	$ 564

Redeemable noncontrolling Interests	12 Months Ended
Redeemable noncontrolling Interests	Dec. 31, 2022
Noncontrolling Interest [Abstract]
Redeemable noncontrolling Interests	15. REDEEMABLE NONCONTROLLING INTERESTS As of December 31, 2022, Hoya Topco held 100% of the Class B common stock in VSI and owned 59.5% of the Intermediate Units. Hoya Topco has the right to exchange its Intermediate Units for shares of VSI Class A common stock on a one-to-one basis or cash proceeds of equal value at the time of redemption. The option to redeem Intermediate Units for cash proceeds must be approved by the Board of VSI, which as of December 31, 2022, is controlled by investors in Hoya Topco. The ability to put Intermediate Units is solely within the control of the holder of the redeemable noncontrolling interests. If Hoya Topco elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A common stock and subject to our Board’s approval. Ne t income (loss) attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income (loss) incurred in the period by Hoya Topco’s weighted average percentage allocation of Intermediate Units during the period. Refer to Note 21, Earnings per Share , for computation of net income (loss) attributable to redeemable noncontrolling interests.

Goodwill and Intangible Assets (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

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

Schedule of Goodwill and Intangible Assets

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


	Definite-lived Intangible Assets			Trademark			Goodwill
Balance at January 1, 2023	$	17,310		$	64,666		$	715,258
Wavedash acquisition		29,673			2,173			45,351
Foreign currency translation		(418	)		(30	)		(638	)
Capitalized development costs		8,067			—			—
Disposals		(43	)		—			—
Amortization		(7,525	)		—			—

Balance at September 30, 2023	$	47,064		$	66,809		$	759,971


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2022	$	13,845		$	64,666	$	718,204
Betcha acquisition adjustment		(890	)		—		(2,946	)
Capitalized development costs		8,988			—		—
Amortization		(5,009	)		—		—

Balance at September 30, 2022	$	16,934		$	64,666	$	715,258

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


	Definite-lived Intangible Assets			Trademark		Goodwill
Balance at January 1, 2021	$	2,358		$	64,666	$	683,327
Acquisition		5,320			—		34,877
Capitalized development costs		8,438			—		—
Amortization		(2,271	)		—		—

Balance at December 31, 2021		13,845			64,666		718,204
Acquisition adjustment		(890	)		—		(2,946	)
Capitalized development costs		11,763			—		—
Disposals		(259	)		—		—
Amortization		(7,149	)		—		—

Balance at December 31, 2022	$	17,310		$	64,666	$	715,258

Summary of Estimated Future Amortization Expenses

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


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

Total	$	17,310

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

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

Schedule of Net Income Attributable to Redeemable Noncontrolling Interests

Earnings Per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Earnings Per Share [Abstract]


	2022			2021
Net income (loss)—Hoya Intermediate	$	70,794		$	(5,024	)
Hoya Topco’s weighted average % allocation of Hoya Intermediate’s net income (loss)		59.5	%		59.9	%

Net income (loss) attributable to Hoya Topco’s redeemable noncontrolling interests	$	42,117		$	(3,010	)

Schedule of Net Income Attributable to Redeemable Noncontrolling Interests

The following table provides net income attributable to Hoya Topco’s redeemable noncontrolling interests (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
Net income—Hoya Intermediate	$	17,672		$	18,761		$	61,674		$	45,963
Hoya Topco’s weighted average % allocation of Hoya Intermediate’s net income		52.9	%		59.1	%		56.8	%		59.5	%

Net income attributable to Hoya Topco’s redeemable noncontrolling interests	$	9,341		$	11,084		$	35,045		$	27,368

Schedule of Earnings Per Share, Basic and Diluted


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator—basic:
Net income	$	16,018	$	18,747	$	84,616	$	45,945
Less: Income attributable to redeemable noncontrolling interests		9,341		11,084		35,045		27,368

Net income attributable to Class A Common Stockholders—basic		6,677		7,663		49,571		18,577

Denominator—basic:
Weighted average Class A common stock outstanding—basic		96,407,327		81,996,447		86,403,617		80,145,329

Net income per Class A common stock—basic	$	0.07	$	0.09	$	0.57	$	0.23

Numerator—diluted:
Net income attributable to Class A Common Stockholders—basic	$	6,677	$	7,663	$	49,571	$	18,577
Net income effect of dilutive securities:
Effect of Exercise Warrants		—		—		—		—
Effect of RSUs		15		1		68		—
Effect of noncontrolling interests		—		—		33,874		27,368

Net income attributable to Class A Common Stockholders—diluted		6,692		7,664		83,513		45,945
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		96,407,327		81,996,447		86,403,617		80,145,329
Weighted average effect of dilutive securities:
Effect of Noncontrolling Interests		—		—		109,514,286		118,200,000
Effect of Exercise Warrants		—		—		—		345,208
Effect of RSUs		455,572		27,016		389,828		19,232

Weighted average Class A common stock outstanding—diluted		96,862,899		82,023,463		196,307,731		198,709,769

Net income per Class A common stock—diluted	$	0.07	$	0.09	$	0.43	$	0.23

The following tables set forth the computation of basic and diluted net income (loss) per share of Class A common

stock


	2022			2021
Numerator—basic:
Net income (loss)	$	70,779		$	(6,293	)
Less: (Income) loss attributable to redeemable noncontrolling interests		(42,117	)		3,010

Net income (loss) attributable to Class A Common Stockholders—basic		28,662			(3,283	)

Denominator—basic:
Weighted average Class A common stock outstanding—basic		80,257,247			77,498,775

Net income (loss) per Class A common stock—basic	$	0.36		$	(0.04	)

Numerator—diluted:
Net income (loss) attributable to Class A Common Stockholders—basic	$	28,662		$	(3,283	)
Net income (loss) effect of dilutive securities:
Effect of dilutive Exercise Warrants		55			—
Effect of dilutive RSUs		6			—
Effect of dilutive noncontrolling interests		42,056			—
Effect of dilutive Hoya Intermediate Warrants		—			(123	)

Net income (loss) attributable to Class A Common Stockholders—diluted		70,779			(3,406	)

Denominator—diluted:
Weighted average Class A common stock outstanding—basic		80,257,247			77,498,775
Weighted average effect of dilutive securities:
Effect of dilutive Exercise Warrants		258,906			—
Effect of dilutive RSUs		28,228			—
Effect of dilutive noncontrolling interests		118,200,000			—

Weighted average Class A common stock outstanding—diluted		198,744,381			77,498,775

Net income (loss) per Class A common stock—diluted	$	0.36		$	(0.04	)

Summary of Potentially Dilutive Securities


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
RSUs		1,576,861		2,446,014		857,813		1,273,638
Stock options		10,597,528		6,239,307		10,597,528		6,239,607
Public Warrants and Private Warrants		13,286,644		13,286,644		13,286,644		13,286,644
Exercise Warrants		34,000,000		34,000,000		34,000,000		17,000,000
Hoya Intermediate Warrants		6,000,000		6,000,000		6,000,000		6,000,000
Noncontrolling Interests		99,800,000		118,200,000		—		—


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

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Depreciation and amortization							$ 8,603	$ 5,269	$ 7,732	$ 2,322	$ 48,247
Change in fair value of contingent consideration							(998)	(1,220)	(2,065)	0	0
Loss on extinguishment of debt							0	4,285	4,285	35,828	685
Net Income (Loss)	$ 6,677	$ 30,712	$ 12,182	$ 7,663	$ 9,655	$ 1,259					(774,185)
Impairment charges									0	0	573,838
Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	188,133			156,818			514,576	435,284	600,274	443,038	35,077
Cost of revenues (exclusive of depreciation and amortization shown separately below)	50,462			37,617			130,838	102,203	140,508	90,617	24,690
General and administrative	37,225			30,239			107,921	95,721	127,619	92,170	66,199
Depreciation and amortization	3,301			2,158			8,603	5,269	7,732	2,322	48,247
Change in fair value of contingent consideration	20			(1,220)			(998)	(1,220)	(2,065)	0	0
Income from operations	20,119			21,701			71,242	53,348	78,105	76,571	(716,018)
Interest expense – net	2,544			2,901			8,596	9,542	12,858	58,179	57,482
Loss on extinguishment of debt	0			0			0	4,285	4,285	35,828	685
Other expenses	(1,038)			(65)			(365)	(6,618)
Net Income (Loss)	6,677			7,663			49,571	18,577	28,662	(3,283)	0
Impairment charges									0	0	573,838
Marketplace \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	154,388			130,542			430,119	370,972	511,094	389,668	23,281
Cost of revenues (exclusive of depreciation and amortization shown separately below)	23,923			17,950			66,749	52,912	73,126	51,702	13,741
Marketing and selling expenses	77,006			66,323			196,970	179,963	248,375	181,358	38,121
Contribution margin	53,459			46,269			166,400	138,097	189,593	156,608	(28,581)
Resale \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	33,745			26,276			84,457	64,312	89,180	53,370	11,796
Cost of revenues (exclusive of depreciation and amortization shown separately below)	26,539			19,667			64,089	49,291	67,382	38,915	10,949
Marketing and selling expenses	0			0			0	0	0	0	0
Contribution margin	7,206			6,609			20,368	15,021	21,798	14,455	847
Consolidated \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	188,133			156,818			514,576	435,284	600,274	443,038	35,077
Cost of revenues (exclusive of depreciation and amortization shown separately below)	50,462			37,617			130,838	102,203	140,508	90,617	24,690
Marketing and selling expenses	77,006			66,323			196,970	179,963	248,375	181,358	38,121
Contribution margin	60,665			52,878			186,768	153,118	211,391	171,063	(27,734)
General and administrative	37,225			30,239			107,921	95,721	127,619	92,170	66,199
Depreciation and amortization	3,301			2,158			8,603	5,269	7,732	2,322	48,247
Change in fair value of contingent consideration	20			(1,220)			(998)	(1,220)
Change in fair value of contingent consideration									(2,065)
Income from operations	20,119			21,701			71,242	53,348	78,105	76,571	(716,018)
Interest expense – net	2,544			2,901			8,596	9,542	12,858	58,179	57,482
Loss on extinguishment of debt				0				4,285	4,285	35,828	685
Other expenses	(1,038)			(65)			(365)	(6,618)	(8,227)	1,389
Net Income (Loss)	$ 18,613			$ 18,865			$ 63,011	$ 46,139	$ 69,189	$ (18,825)	(774,185)
Impairment charges											$ 573,838

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Costs and expenses:

Depreciation and amortization

$ 8,603

$ 5,269

$ 7,732

$ 2,322

$ 48,247

Impairment charges

573,838

Change in fair value of contingent consideration

(998)

(1,220)

(2,065)

Other (income) expense:

Loss on extinguishment of debt

4,285

35,828

685

Income before income taxes

69,189

(18,825)

(774,185)

Income tax expense (benefit)

(1,590)

304

Net income

$ 17,672

$ 18,761

61,674

45,963

70,794

Net income attributable to Class A Common Stockholders

6,677

7,663

(774,185)