0000950170-24-028243 | 10-K | XBRL Viewer

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Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Balance at beginning of the year	$ 7,500	$ 0
Tax positions taken in the prior year	0	7,500
Balance at end of the year	$ 7,500	$ 7,500

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

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

Schedule of changes in the carrying amount of goodwill

The following table summarizes the changes in the carrying amount of goodwill at December 31, 2023 and 2022 (in thousands):


	Goodwill
Balance at January 1, 2022	$	718,204
Acquisition adjustment		(2,946	)
Balance at December 31, 2022		715,258
Business acquisitions		230,091
Foreign currency translation		2,010
Balance at December 31, 2023	$	947,359

Schedule of definite-lived intangible assets and weighted average remaining life

The following table summarizes components of our definite-lived intangible assets (in thousands) and weighted average remaining life (in years) at December 31, 2023:


	2023			Weighted Average Remaining Life (in years)
Definite-lived Intangible Assets
Supplier relationships	$	57,123			4.1
Customer relationships		34,620			3.0
Acquired developed technology		29,240			3.6
Capitalized development costs		28,912			1.5
Capitalized development costs – Work in progress ("WIP")		4,795
Foreign currency translation		1,315
Total gross book value	$	156,005
Less: Accumulated amortization
Supplier relationships		(2,881	)
Customer relationships		(3,522	)
Acquired developed technology		(2,551	)
Capitalized development costs		(16,433	)
Foreign currency translation		(97	)
Total accumulated amortization	$	(25,484	)
Indefinite-lived Intangible Assets
Trademarks		110,538
Foreign currency translation		96
Intangible assets – net	$	241,155

The following table summarizes components of our definite-lived intangible assets (in thousands) and weighted average remaining life (in years) at December 31, 2022:


	2022			Weighted Average Remaining Life (in years)
Definite-lived Intangible Assets
Customer relationships	$	1,530			1.0
Acquired developed technology		2,900			4.0
Capitalized development costs		22,564			1.6
Total gross book value	$	26,994
Less: Accumulated amortization
Customer relationships		(765	)
Acquired developed technology		(580	)
Capitalized development costs		(8,339	)
Total accumulated amortization	$	(9,684	)
Indefinite-lived Intangible Assets
Trademark		64,666
Intangible assets – net	$	81,976

Summary of Estimated Future Amortization Expenses

The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2023, except WIP, is as follows (in thousands):


Future amortization expense:
2024	$	39,047
2025		35,548
2026		30,922
2027		17,479
2028		2,730
Total	$	125,726

- Definition

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

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+ Details

Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total long-term debt, gross	$ 273,142	$ 272,938
Shoko Chukin Bank Loan	2,954	0
Less: unamortized debt issuance costs	(4,577)	(5,290)
Total long-term debt, net of issuance costs	268,565	267,648
Less: current portion	(3,933)	(2,750)
Total long-term debt, net	264,632	264,898
February 2022 First Lien Loan
Debt Instrument [Line Items]
Total long-term debt, gross	$ 270,188	$ 272,938

- Definition

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+ Details

- Definition

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

+ References + Details

Leases - Future lease payments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2024	$ 3,333
2025	3,006
2026	3,024
2027	2,806
2028	2,541
Thereafter	9,906
Total remaining lease payments	24,616
Less: Imputed interest	$ 6,342
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities, Current	Liabilities, Current
Present value of lease liabilities	$ 18,274	$ 15,490

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Other comprehensive income:
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization			$ (12,836)
Hoya Intermediate, LLC
Net income (loss)	$ 113,141	$ 70,779	(19,129)
Other comprehensive income:
Foreign currency translation adjustment	1,152	0	0
Unrealized gain on investments	196	0	822
Comprehensive income (loss)	114,489	70,779	(18,307)
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization	0	0	(12,836)
Net income (loss) attributable to redeemable noncontrolling interests	38,605	42,117	(3,010)
Foreign currency translation adjustment attributable to redeemable noncontrolling interests	511	0	0
Unrealized gain on investments attributable to redeemable noncontrolling interests	90	0	0
Comprehensive income (loss) attributable to Class A Common Stockholders	$ 75,283	$ 28,662	$ (2,461)

Segment Reporting

12 Months Ended

Dec. 31, 2023

Hoya Intermediate, LLC

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

SEGMENT REPORTING

5. Segment Reporting

Our reportable segments are Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers within our online 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 (which is defined as revenues less cost of revenues and marketing and selling expenses) are used by our CODM to assess performance of the business.

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, 2023 (in thousands):


	Marketplace		Resale		Consolidated
Revenues	$	597,388	$	115,491	$	712,879
Cost of revenues (exclusive of depreciation and amortization shown separately below)		94,557		87,627		182,184
Marketing and selling		274,096		—		274,096
Contribution margin	$	228,735	$	27,864		256,599
General and administrative						159,081
Depreciation and amortization						17,178
Change in fair value of contingent consideration						(998	)
Income from operations						81,338
Interest expense – net						13,505
Other income						(3,109	)
Income before income taxes					$	70,942

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 expenses						(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
Loss 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	)

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

- Definition

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

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+ Details

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Customer credits redeemed	$ 15.1	$ 24.3	$ 55.9
Reduction In Estimated Rate Of Future Cancellations	2.8
Revenue from breakage	20.6	11.5	3.3
Increase and decrease in revenue	0.1	$ 2.3	$ 5.1
Milestone payment	$ 6.0

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

- Definition

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+ Details

Income Taxes - Schedule of Loss from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ 68,166	$ 68,416	$ (17,859)
Foreign	2,776	773	(966)
Total income (loss) before income taxes	$ 70,942	$ 69,189	$ (18,825)

- Definition

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

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+ Details

Investments - Financial instruments measured at fair value (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Paid-in-Kind Interest		$ 0	$ 0	$ 25,214
Note \| Level 3
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Balance at July 3, 2023	$ 2,411
Accretion of discount	23
Paid-in-Kind Interest	238
Recognized in earnings	0
Recognized in Other comprehensive income (loss)	196
Balance at December 31, 2023	2,868	2,868
Warrants \| Level 3
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Balance at July 3, 2023	3,589
Accretion of discount	0
Paid-in-Kind Interest	0
Recognized in earnings	536
Recognized in Other comprehensive income (loss)	0
Balance at December 31, 2023	$ 4,125	$ 4,125

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

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

Restricted Cash

Restricted cash includes cash and cash equivalents that are restricted through legal contracts or regulations, including funds reserved for Vivid Picks users, and letters of credit required by certain vendors

Foreign Currency Translation

Our reporting currency is the U.S. dollar. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date. Revenues and expenses of foreign operations are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment is recorded as a component of Accumulated other comprehensive income (loss) in Shareholders’ equity (deficit). Realized and unrealized transaction gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable entity are recorded in Other (income) expense in the period in which they occur

Business Combinations

We account for business combinations using the acquisition method. Under this method, the purchase price of an acquisition is allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our consolidated financial statements. As a result, we may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the acquisition date) with the corresponding offset to goodwill. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and buyer relationships, trade names, acquired developed technology and discount rates.

Acquisition-related costs, including advisory, legal, accounting, valuation, and other similar costs, are expensed in the periods in which they are incurred. The results of operations of acquired businesses are included in our consolidated financial statements from the acquisition date.

Leases

We determine if an arrangement is or contains a lease at inception and classify each lease as operating or financing. 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 the lease commencement date in determining the present value of lease payments. 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. We have applied the practical expedient which allows us to not separate lease and non-lease components for all leases.

Issued Accounting Standards Not Yet Adopted

Segment Reporting - Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the provisions of the amendments and the impact on our future consolidated financial statements.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2025 for non-public companies. We are currently evaluating the impact of the new standard, which is expected to result in enhanced disclosures, on our consolidated financial statements.

Vivid Seats Inc

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

Use of Estimates

We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with GAAP. These 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. 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 our future customer compensation asset; breakage rates related to customer credits; usage assumptions for our Vivid Seats Rewards loyalty program; inventory valuation; valuation of equity-based compensation; valuation of certain financial instruments; valuation of acquired intangible assets and goodwill; valuation of earnouts issued in connection with our acquisitions of Betcha Sports, Inc. (“Betcha”, which we rebranded as “Vivid Picks”); useful life of definite-lived intangible assets and other long-lived assets; recoverability of goodwill, indefinite-lived intangible assets, definite-lived intangible assets and long-lived assets; income taxes and valuation allowances.

Hoya Intermediate, LLC

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

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments purchased with original maturities of three months or less. Our cash and cash equivalents consist primarily of domestic and foreign 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 bank 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 the underlying financial institutions fail. As of December 31, 2023 and 2022, we have not experienced any loss or lack of access to our cash and cash equivalents.

Accounts Receivable and Credit Policies

Accounts receivable consist primarily of uncollateralized payment processor obligations due under normal trade terms typically requiring payment within three business days, amounts due from marketplace sellers and distribution partners for canceled events and commissions due from insurance purchased by ticket buyers. 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. Accounts receivable balances are stated net of allowance for credit losses and bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations.

Inventory

Inventory consists primarily 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, 2023, 2022 and 2021, we incurred inventory write-downs of $4.7 million, $5.0 million, and $2.1 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		Estimated Useful Life
Computer Equipment		5 years
Purchased Software		3 years
Furniture and Fixtures		7 years

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

Long-Lived Assets Impairment Assessments

Recoverability of Long-Lived Assets

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 and income approaches, 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. No impairment triggering events to our long-lived assets were identified during the years ended December 31, 2023, 2022 and 2021

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, acquired developed technology, capitalized development costs, and trademarks.

We evaluate goodwill and our indefinite-lived intangible assets for impairment annually on October 31 or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. We have the option to assess goodwill and our indefinite-lived intangible assets 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 assets is less than its carrying value. If it is determined that the reporting unit’s or the indefinite-lived intangible assets' 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 assets' fair value. If the fair value of the reporting unit or the indefinite-lived intangible assets is in excess of its carrying value, the related goodwill or the indefinite-lived intangible assets are 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 assets is less than the carrying value, we recognize an impairment equal to the difference. No impairment triggering events to our goodwill and indefinite-lived intangible assets were identified during the years ended December 31, 2023, 2022 and 2021.

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 and income approaches, utilizing Level 3 inputs. No impairment triggering events to our definite-lived intangible assets were identified during the years ended December 31, 2023, 2022 and 2021.

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


Asset Class		Estimated Useful Life
Supplier relationships		4-5 years
Customer relationships		2-5 years
Acquired developed technology		3-5 years
Capitalized development costs		3 years

Capitalized Development Costs

Capitalized Development Costs and Cloud Computing Arrangements Implementation Costs

We incur costs related to internal-use software and website development. Costs incurred in both the preliminary project and post-implementation stages 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 three-year useful life of the applicable software. The amortization is presented in Depreciation and amortization expense in the Consolidated Statements of Operations.

We capitalize qualifying implementation costs incurred under cloud computing arrangements (“CCAs”). Costs incurred during the application development stage related to the implementation of CCAs are capitalized and included in Prepaid expenses and other current assets or Other non-current assets in the Consolidated Balance Sheets based on the terms of the associated CCA. Amortization of capitalized implementation costs is recognized on a straight-line basis over the terms of the associated CCA when it is ready for its intended use and is included in General and administrative expense in the Consolidated Statements of Operations. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. During the years ended December 31, 2023, 2022 and 2021, capitalized implementation costs were less than $0.1 million.

Accrued Customers Credits

Accrued Customer Credits

We may issue credits to customers for cancelled events or travel services 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. These estimates 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 our consolidated financial statements. When customer credits are used to make a purchase, revenue is recognized for the new transaction.

Accrued Future Customer Compensation

Provisions for accrued future customer compensation are included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets and represent compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. The expected recoveries of these obligations are included in Prepaid expenses and other current assets. These provisions, which are based on historic experience, revenue volumes for future events, and management's estimate of the likelihood of future event cancellations, 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 our 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 legal parent 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 (the "TRA") 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 TRA.

Debt

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

Fair Value of Financial Instruments

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

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

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

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

Our assets and liabilities measured at fair value on a recurring basis are presented in Note 11, Investments, Note 13, Debt, and Note 15, Financial Instruments. Our non-financial assets, such as goodwill, intangible assets and long-lived assets, which 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, 2023 and 2022.

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 Accounting Standards Codification ("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. The Public Warrants, the Private Warrants and the Exercise Warrants meet the criteria to be classified as equity instruments. Because the Hoya Intermediate Warrants are exercisable for Intermediate Units, which allow for a potential cash redemption at the discretion of the unitholder, they are classified as a liability in Other liabilities on the Consolidated Balance Sheets. The warrant liability is subject to a fair value remeasurement each period with an offsetting adjustment reflected in Other expenses on the Consolidated Statements of Operations.

Redeemable noncontrolling interests

Redeemable Noncontrolling Interests

VSI holds a 63.7% 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 Intermediate Units for shares of Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption. See Note 16, Redeemable Noncontrolling Interests, for additional detail on Hoya Topco's right to exchange its Intermediate Units.

As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within our control, we classify them as temporary equity. Our 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 on the Consolidated Balance Sheets. Remeasurements of our redeemable noncontrolling interests are based on the fair value of the Class A common stock.

Offering costs

Offering Costs

We incurred incremental costs associated with the Merger Transaction and the 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 the PIPE Financing. These deferred costs were capitalized by us and subsequently charged against the gross proceeds of the

Merger Transaction and the 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 the PIPE Financing.

Equity-Based Compensation

We account for restricted stock units ("RSUs"), stock options, and profits interest at their grant date fair value. We award RSUs to our employees, directors and certain consultants. We award stock options to certain of our employees and consultants. 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, which requires us to make assumptions and judgments about the variables used in the calculation, related to the volatility of the 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 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 allocated the resulting value between share classes using the Black-Scholes 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, 2023 and 2022, 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 our Chief Operating Decision Maker (our “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 606, Revenue from Contracts with Customers. 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 timing of revenue recognition, and 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 asset being transferred.

Marketplace

We act as an intermediary between buyers, sellers and partners in our online marketplaces. Revenue primarily consists of service and delivery fees and is reduced by incentives provided to buyers.

Our performance obligation for marketplace transactions is facilitating the transaction between buyers, sellers and partners. For live event tickets, our performance obligation is satisfied at the time the order is confirmed, as control of the ticket, and the related rights of ownership, transfer to the buyer at that time. For hotels and tours, our performance obligation is satisfied at the time of check-in, as the buyer is unable to control the asset until that point. In all of these transactions, we act as an agent as we do not control the asset prior to facilitating the transfer to the buyer.

Payment from the ticket buyer is generally due at the time of sale. Our sales terms generally 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 the ticket is delivered after the promised time. In certain circumstances for travel reservations, we may allow buyers to initiate returns or cancel. 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 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 within 30 days from being invoiced. This revenue is included within all categories of Marketplace disaggregated revenue described in Note 4, Revenue Recognition.

In addition, we earn revenue from online display advertising, which revenue is recognized when an advertisement is displayed as that is when we have fulfilled our obligation.

The revenue we earn from our Vivid Picks daily fantasy sports offering is the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives.

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 control the ticket prior to transferring it 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 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. 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 on 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 unsatisfied performance obligations are related to our Vivid Seats Rewards loyalty program, which allows enrolled Vivid Seats ticket buyers to earn stamps for each ticket purchased. These buyers can convert those stamps into credits upon reaching certain thresholds and then 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.

Deferred revenue also consists of service fees on hotel and tour transactions where check-in has not yet occurred. In addition, 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 ticket buyers on our marketplace where required and remit to the appropriate governmental agency. We also collect and remit sales tax on certain resale sales. 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 partnerships, e-mail marketing and other forms of media. Advertising costs, which are expensed as incurred, were $273.5 million, $247.3 million and $180.7 million for the years ended December 31, 2023, 2022, and 2021 respectively. Advertising costs are presented as part of Marketing and selling expense in the Consolidated Statements of Operations.

Shipping and Handling

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

Recent Accounting Pronouncements

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

Financial Instruments Credit Losses

Financial Instruments-Credit Losses

In June 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standard 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. Additional disclosures are required regarding assumptions, models, and methods for estimating the credit losses. ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, deferred the effective date for non-public companies. The standard is effective for non-public companies for fiscal years beginning after December 15, 2022. We adopted these requirements as of January 1, 2023 with no material impact on our consolidated financial statements.

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, as modified in January 2021. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-Bank 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.

Acquired Contract Assets and Contract Liabilities

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the previous guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. ASU 2021-08 allows for immediate adoption on a retrospective basis for all business combinations that have occurred since the beginning of the annual period that includes the interim period of adoption. We elected to adopt ASU 2021-08 in the fourth quarter of 2023, with no material impact on our consolidated financial statements.

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Numerator for earnings per share calculation

Loss attributable to redeemable noncontrolling interests

$ 38,605

$ 42,117

$ (3,010)

Hoya Intermediate, LLC

Numerator for earnings per share calculation

Net Income (Loss), Including Portion Attributable to Noncontrolling Interest

113,141

70,779

(19,129)

Loss attributable to redeemable noncontrolling interests

(38,605)

(42,117)

3,010

Net income attributable to common stockholders, diluted

$ 75,283

$ 28,662

$ (2,461)

Denominator for earnings per share calculation

Weighted-average shares, basic

^[1]

92,678,514

80,257,247

77,498,775

Weighted-average shares, diluted

^[1]

198,877,441

198,744,381

77,498,775

Basic EPS

Net Income (Loss) Available to Common Stockholders, Basic

$ 113,141

$ 70,779

$ (6,293)

Weighted Average Number of Shares Outstanding, Basic

^[1]

92,678,514

80,257,247

77,498,775

Net income per share attributable to common stockholders, basic

^[1]

$ 0.8

$ 0.36

$ (0.04)

Effect of dilutive Exercise Warrants

Effect of dilutive RSUs

Effect of dilutive noncontrolling interests

105,773,973

118,200,000

Effect of Dilutive Hoya Intermediate Warrants, Basic

(123)

Diluted EPS

Net Income (Loss) Available to Common Stockholders, Diluted

$ 75,283

$ 28,662

$ (2,461)

Weighted Average Number of Shares Outstanding, Diluted

^[1]

198,877,441

198,744,381

77,498,775

Effect of dilutive Exercise Warrants

258,906

Effect of dilutive noncontrolling interests

23,401

42,056

Effect of dilutive RSUs

424,954

28,228

Net income per share attributable to common stockholders, diluted

^[1]

$ 0.26

$ 0.36

$ (0.04)

Hoya Intermediate, LLC | Common Class A [Member]

Numerator for earnings per share calculation

Net income attributable to common stockholders, diluted

$ 51,214

$ 70,779

$ (3,406)

Denominator for earnings per share calculation

Weighted-average shares, basic

92,678,514

80,257,247

77,498,775

Weighted-average shares, diluted

198,877,441

198,744,381

77,498,775

Basic EPS

Net Income (Loss) Available to Common Stockholders, Basic

$ 74,536

$ 28,662

$ (3,283)

Weighted Average Number of Shares Outstanding, Basic

92,678,514

80,257,247

77,498,775

Net income per share attributable to common stockholders, basic

$ 0.8

$ 0.36

$ (0.04)

Diluted EPS

Net Income (Loss) Available to Common Stockholders, Diluted

$ 51,214

$ 70,779

$ (3,406)

Weighted Average Number of Shares Outstanding, Diluted

198,877,441

198,744,381

77,498,775

Net income per share attributable to common stockholders, diluted

$ 0.26

$ 0.36

$ (0.04)

[1]	There were no shares of Class A Common Stock outstanding prior to October 18, 2021. Therefore, income (loss) per share information has been presented for the period from October 18, 2021 to December 31, 2021.

Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details)		12 Months Ended
	Dec. 07, 2023	Dec. 31, 2023	Dec. 31, 2022
Investments, All Other Investments [Abstract]
Estimated volatility	48.00%	48.00%	39.00%
Expected term (years)	7 years 10 months 24 days	7 years 9 months 18 days	8 years 9 months 18 days
Risk-free rate	4.20%	3.90%	3.90%
Expected dividend yield	0.00%	0.00%	0.00%

Revenue Recognition - Schedule Of Market Place Revenues (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Marketplace revenues:
Total Marketplace revenues	$ 597,388	$ 511,094	$ 389,668
Owned Properties
Marketplace revenues:
Total Marketplace revenues	462,263	400,413	308,226
Private Label
Marketplace revenues:
Total Marketplace revenues	135,125	110,681	81,442
Concerts
Marketplace revenues:
Total Marketplace revenues	308,507	251,423	171,149
Sports
Marketplace revenues:
Total Marketplace revenues	199,837	196,467	175,471
Theater
Marketplace revenues:
Total Marketplace revenues	83,273	61,483	41,745
Other
Marketplace revenues:
Total Marketplace revenues	$ 5,771	$ 1,721	$ 1,303

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 40
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Investments, All Other Investments [Abstract]

Summary of Effects of Hedge Accounting and Interest Rate Swaps

The following table presents the effects of the Interest Rate Cap hedge accounting on AOCL for the year ended December 31, 2021 (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	$	—

Schedule of Option Contingent Warrants Valuation Assumptions

The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants at:


	December 31, 2023			December 7, 2023			December 31, 2022
Estimated volatility		48.0	%		48.0	%		39.0	%
Expected term (years)		7.8			7.9			8.8
Risk-free rate		3.9	%		4.2	%		3.9	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

Summary of Significant Accounting Policies (Additional Information) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Allowance for doubtful accounts	$ 10,000	$ 3,600
Bad deb, Write-offs	300	4,900	$ 1,000
Inventory write down	$ 4,700	5,000	2,100
Number of operating segments \| Segment	2
Number of reportable segments \| Segment	2
Advertisement expenses	$ 273,500	247,300	180,700
Tax benefit percent under tax receivable agreement	85.00%
Acquisition of noncontrolling interests from Business Transaction			32,700
Gross proceeds			20,200
Impairment, Long-Lived Asset, Held-for-Use	$ 0	0	0
Impairment Of Intangible Assets Excluding Goodwill	0	0	0
Total operating lease liabilities	24,616
Goodwill	947,359	715,258	718,204
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Capitalized implementation costs	$ 100	100	$ 100
Lease term	12 months
Distribution Partners
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable	$ 12,736	11,704
Allowance for doubtful accounts	$ 10,074	$ 3,630
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	63.70%

Employee Benefit Plan - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plan Contribution	$ 1,600,000	$ 1,300,000	$ 800,000
Discretionary profit-sharing contributions	$ 0	$ 0	$ 0

Equity - Schedule of Changes in Each Component of AOCL, Net of Tax Effect (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Balance at January 1, 2023	$ 0
Other comprehensive income	747
Balance at December 31, 2023	747
Unrealized gain on investments
Balance at January 1, 2023	0
Other comprehensive income	106
Balance at December 31, 2023	106
Foreign currency translation adjustment
Balance at January 1, 2023	0
Other comprehensive income	641
Balance at December 31, 2023	$ 641

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
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-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-4

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482765/220-10-50-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 220
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
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-Section 45
-Paragraph 1A
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

+ Details

Business Acquisition - Schedule of Consideration Paid (Details) - Betcha $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Fair value of common stock	$ 21,306
Cash consideration	759
Fair value of milestone payments	9,470
Fair value of earnouts	3,400
Total purchase consideration	$ 34,935

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Nov. 01, 2021	Dec. 31, 2023	Dec. 31, 2022	May 25, 2022
Company recognized a liability for unallocated local admission Tax		$ 3.2
Non-income tax expenses		3.2
Attorney And Administrative Fees		$ 3.3
Maximum
Lease term		12 months
Subsidiaries [Member]
Purchase obligations		$ 7.2
Purchase obligations, Thereafter		8.2
Termination date	Nov. 01, 2021
Subsidiaries [Member] \| Common Class A [Member]
Stock Repurchase Program, Authorized Amount				$ 40.0
Subsidiaries [Member] \| Prepaid Expenses and Other Current Assets [Member]
Claim settlement pool		4.5
Canada \| Subsidiaries [Member]
Accrued liabilities		0.9	$ 0.9
Accrued Liabilities [Member]
Accrued liabilities		$ 0.0	$ 1.6

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Amortization of Intangible Assets	$ 15.7	$ 7.1	$ 2.3
Impairment charges	377.1	377.1
Trademarks [Member]
Goodwill [Line Items]
Impairment charges	$ 78.7	$ 78.7
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)
Definite-lived intangible assets
Goodwill [Line Items]
Loss on asset disposals	$ 0.6	$ 0.3

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 24
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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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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

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

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-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

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-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

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-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-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

+ Details

Income Taxes - Schedule of Deferred Tax Assets Valuation Allowance and Changes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Balance of beginning of period	$ 118,734	$ 145,668	$ 1,828
Prior period adjustments	(14,536)	(6,154)	0
Charged to costs and expenses	(72,968)	(15,961)	646
(Credited) charged to other accounts	(1,088)	(4,819)	143,194
Deductions	0	0	0
Ending balance	$ 32,318	$ 118,734	$ 145,668

Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current
U.S. Federal	$ 1,084	$ 15	$ 0
State & Local	326	248	304
Foreign	1,250	0	0
Total current income tax expense (benefit)	2,660	263	304
Deferred
U.S. Federal	(38,915)	0	0
State & Local	(5,572)	0	0
Foreign	(372)	(1,853)	0
Total deferred income tax expense (benefit)	(44,859)	(1,853)	0
Total income tax expense (benefit)	$ (42,199)	$ (1,590)	$ 304

Accounts Receivable - Net (Tables)

12 Months Ended

Dec. 31, 2023

Receivables, Net, Current [Abstract]

Schedule of accounts receivable balance, net of allowance for doubtful accounts

The following table summarizes our accounts receivable balance, net of allowance for doubtful accounts at December 31, 2023 and 2022 (in thousands):


	2023			2022
Uncollateralized payment processor obligations	$	32,810		$	18,910
Due from marketplace ticket sellers for cancellation charges		5,632			1,019
Due from distribution partners for cancellation charges		12,736			11,704
Event insurance and other commissions receivable		11,414			4,298
Allowance for doubtful accounts		(10,074	)		(3,630	)
Other		5,963			4,230
Total Accounts Receivable	$	58,481		$	36,531

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 17,178	$ 7,732	$ 2,322
Loss on extinguishment of debt	(0)	(4,285)	(35,828)
Net income (loss) attributable to Class A Common Stockholders	69,420	70,794	(5,024)
Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	712,879	600,274	443,038
Cost of revenues (exclusive of depreciation and amortization shown separately below)	182,184	140,508	90,617
General and administrative	159,081	127,619	92,170
Depreciation and amortization	17,178	7,732	2,322
Income (loss) from operations	81,338	78,105	76,571
Interest expense – net	13,505	12,858	58,179
Other (income) expenses	3,109	8,227	(1,389)
Loss on extinguishment of debt	0	(4,285)	(35,828)
Net income (loss) attributable to Class A Common Stockholders	74,536	28,662	(3,283)
Marketplace \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	597,388	511,094	389,668
Cost of revenues (exclusive of depreciation and amortization shown separately below)	94,557	73,126	51,702
Marketing and selling expenses	274,096	248,375	181,358
Contribution Margin	228,735	189,593	156,608
Resale \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	115,491	89,180	53,370
Cost of revenues (exclusive of depreciation and amortization shown separately below)	87,627	67,382	38,915
Marketing and selling expenses	0	0	0
Contribution Margin	27,864	21,798	14,455
Consolidated \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	712,879	600,274	443,038
Cost of revenues (exclusive of depreciation and amortization shown separately below)	182,184	140,508	90,617
Marketing and selling expenses	274,096	248,375	181,358
Contribution Margin	256,599	211,391	171,063
General and administrative	159,081	127,619	92,170
Depreciation and amortization	17,178	7,732	2,322
Change in fair value of contingent consideration	(998)	(2,065)
Income (loss) from operations	81,338	78,105	76,571
Interest expense – net	13,505	12,858	58,179
Other (income) expenses	(3,109)	(8,227)	1,389
Loss on extinguishment of debt		4,285	35,828
Net income (loss) attributable to Class A Common Stockholders	$ 70,942	$ 69,189	$ (18,825)

Business Acquisitions - Unaudited Pro forma Financial Information (Details) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Income before income taxes		$ 70,942	$ 69,189	$ (18,825)
VDC Holdco, LLC [Member]
Business Acquisition [Line Items]
Revenues		797,879	688,629
Income before income taxes	$ (1,000)	$ 79,007	$ 74,026

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Business Acquisition (Additional Information) (Details) $ in Thousands, ¥ in Millions						2 Months Ended	12 Months Ended
	Nov. 03, 2023 USD ($) shares	Sep. 08, 2023 JPY (¥)	Sep. 08, 2023 USD ($)	Dec. 13, 2021 USD ($) shares	Oct. 18, 2021 shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Business Combination, Price of Acquisition, Expected \| ¥		¥ 10,946.1
Accrued expenses and other current liabilities						$ 191,642	$ 191,642	$ 181,970
Definite-lived intangible assets						156,005	156,005	26,994
Goodwill						$ 947,359	947,359	715,258	$ 718,204
Total loss before income taxes							$ 70,942	$ 69,189	$ (18,825)
Class A Common Stock
Business Acquisition [Line Items]
Common Stock, Shares, Issued \| shares						141,167,311	141,167,311	82,410,774
Stock Issued During Period, Shares, Acquisitions \| shares					29,431,260
Betcha
Business Acquisition [Line Items]
Acquisition Date				Dec. 13, 2021
Business Acquisition, Percentage of Voting Interests Acquired				100.00%
Purchase Price Consideration							$ 34,935
Cash consideration							759
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable							21,306
Cash Earnouts				$ 3,400			1,000	$ 2,100
Future milestone payments						$ 9,500	9,500	1,100
Fair value of milestone payments							9,470
Definite-lived intangible assets								900
Goodwill						31,931	31,931	$ 2,900
Betcha \| Class A Common Stock
Business Acquisition [Line Items]
Cash consideration				$ 800
Stock Issued During Period, Shares, Acquisitions \| shares				2,100,000
Future milestone payments						6,000	6,000
Future Milestone Payments, Shares \| shares								300,000
WD Holdings Co. [Member]
Business Acquisition [Line Items]
Acquisition Date		Sep. 08, 2023	Sep. 08, 2023
Business Acquisition, Percentage of Voting Interests Acquired		100.00%	100.00%
Business Combination, Price of Acquisition, Expected			$ 74,300
Acquisition Costs, Period Cost							2,700
Goodwill						45,351	45,351
VDC Holdco, LLC [Member]
Business Acquisition [Line Items]
Acquisition Date	Nov. 03, 2023
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Purchase Price Consideration	$ 248,300
Cash consideration	$ 152,800
Acquisition Costs, Period Cost							1,900
Goodwill						184,740	184,740
Revenue from acquired business						15,700
Total loss before income taxes						$ (1,000)	$ 79,007	$ 74,026
VDC Holdco, LLC [Member] \| Class A Common Stock
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions \| shares	15,600,000

Accounts Receivable - Net

12 Months Ended

Dec. 31, 2023

Receivables, Net, Current [Abstract]

Financing Receivables

6. Accounts Receivable – Net

The following table summarizes our accounts receivable balance, net of allowance for doubtful accounts at December 31, 2023 and 2022 (in thousands):


	2023			2022
Uncollateralized payment processor obligations	$	32,810		$	18,910
Due from marketplace ticket sellers for cancellation charges		5,632			1,019
Due from distribution partners for cancellation charges		12,736			11,704
Event insurance and other commissions receivable		11,414			4,298
Allowance for doubtful accounts		(10,074	)		(3,630	)
Other		5,963			4,230
Total Accounts Receivable	$	58,481		$	36,531

We recorded an allowance for credit losses of $10.0 million and $3.6 million at December 31, 2023 and 2022, respectively, to reflect potential challenges in collecting funds from distribution partners and ticket sellers, particularly for amounts due upon usage of store credit previously issued to buyers. The allowance for credit losses increased during the year 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.

Write-offs were $0.3 million, $4.9 million and $1.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Summary of Outstanding Debt

Our outstanding debt at December 31, 2023 and 2022 consisted of the following (in thousands):


	2023			2022
February 2022 First Lien Loan	$	270,188		$	272,938
Shoko Chukin Bank Loan		2,954			—
Total long-term debt, gross		273,142			272,938
Less: unamortized debt issuance costs		(4,577	)		(5,290	)
Total long-term debt, net of issuance costs		268,565			267,648
Less: current portion		(3,933	)		(2,750	)
Total long-term debt, net	$	264,632		$	264,898

Summary of Future Maturities of Outstanding Debt

Future maturities of our outstanding debt, excluding interest, as of December 31, 2023 were as follows (in thousands):


2024	$	3,933
2025		3,933
2026		3,338
2027		2,750
2028		2,750
Thereafter		256,438
Total	$	273,142

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

13. Debt

Our outstanding debt at December 31, 2023 and 2022 consisted of the following (in thousands):


	2023			2022
February 2022 First Lien Loan	$	270,188		$	272,938
Shoko Chukin Bank Loan		2,954			—
Total long-term debt, gross		273,142			272,938
Less: unamortized debt issuance costs		(4,577	)		(5,290	)
Total long-term debt, net of issuance costs		268,565			267,648
Less: current portion		(3,933	)		(2,750	)
Total long-term debt, net	$	264,632		$	264,898

June 2017 Term Loans

On June 30, 2017, we entered into a $575.0 million first lien debt facility, comprising 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, comprising 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 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 the PIPE Financing. On February 3, 2022, we repaid the outstanding balance of $190.7 million from 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 December 31, 2023, we had no outstanding borrowings under the 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 9.05% and 7.98% per annum at December 31, 2023 and 2022, respectively.

The 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, 2023 and 2022, the fair value of the 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, 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, 2023, we were in compliance with all 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.

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, and is subject to a fixed interest rate of 1.27% per annum. 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, 2023 the fair value of our Shoko Chukin Bank Loan approximated the carrying value.

Future maturities of our outstanding debt, excluding interest, as of December 31, 2023 were as follows (in thousands):


2024	$	3,933
2025		3,933
2026		3,338
2027		2,750
2028		2,750
Thereafter		256,438
Total	$	273,142

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 69,420	$ 70,794	$ (5,024)

- Definition

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

+ References

Reference 1: 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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+ Details

Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)	Dec. 31, 2023
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	5 years
Purchased Software [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	7 years

Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2023

VDC Holdco, LLC [Member]

Business Acquisition [Line Items]

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 Vegas.com Acquisition Date (in thousands):


Cash	$	1,868
Accounts receivable		2,469
Prepaid expenses and other current assets		2,711
Property and equipment		264
Intangible assets		130,549
Goodwill		184,740
Right-of-use assets – net		779
Other non-current assets		449
Accounts payable		(34,589	)
Accrued expenses and other current liabilities		(11,291	)
Deferred revenue		(1,864	)
Long-term lease liabilities		(69	)
Deferred tax liability		(27,721	)
Net assets acquired	$	248,295

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 Vegas.com Acquisition Date:


	Cost		Estimated Useful Life
Tradename	$	43,669	Indefinite
Supplier relationships		37,160	4 years
Customer relationships		27,590	3 years
Acquired developed technology		22,130	4 years
Total acquired intangible assets	$	130,549

Schedule of Unaudited Pro forma Financial Information

The following table summarizes, on an unaudited pro forma basis, the condensed combined results of our operations for the years ended December 31, 2023 and 2022, assuming the Vegas.com Acquisition had occurred on January 1, 2022 (in thousands):


	Years Ended December 31,
	2023		2022
Revenues	$	797,879	$	688,629
Income before income taxes		79,007		74,026

Betcha Sports Inc [Member]

Business Acquisition [Line Items]

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 Vivid Picks 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 as of the Vivid Picks Acquisition Date (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 Vivid Picks Acquisition Date (in thousands):


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

WD Holdings Co. [Member]

Business Acquisition [Line Items]

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


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

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 Wavedash Acquisition Date:


	Cost		Estimated Useful Life
Tradename	$	2,173	Indefinite
Supplier relationships		19,963	5 years
Customer relationships		5,500	4 years
Acquired developed technology		4,210	3 years
Total acquired intangible assets	$	31,846

Goodwill and Intangible Assets - Schedule of changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Balance at January 1, 2022	$ 715,258	$ 718,204
Acquisition adjustment		(2,946)	$ 21,306
Business acquisitions	230,091
Foreign currency translation	2,010
Balance at December 31, 2023	$ 947,359	$ 715,258	$ 718,204

- Definition

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

+ References + Details

Insider Trading Arrangements - Craig Dixon [Member]	12 Months Ended
Insider Trading Arrangements - Craig Dixon [Member]	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Name	Craig Dixon
Title	member of our Board
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	November 13, 2023
Termination Date	December 31, 2024
Aggregate Available	12,000

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
At U.S. statutory tax rate	21.00%	21.00%	21.00%
State income taxes	2.20%	1.80%	(1.10%)
Foreign rate differential	0.40%	0.10%	0.30%
Pass-through loss / (income)	0.00%	0.00%	(14.30%)
Noncontrolling interest	(10.90%)	(12.30%)	(2.70%)
Change in valuation allowance	(131.90%)	(23.10%)	(3.50%)
Deferred tax partnership adjustment	30.80%	10.10%	0.00%
Warrants Remeasurement	0.00%	0.00%	(1.40%)
Research & Development Credit	(1.10%)	(0.50%)	0.00%
Impact of restructuring	28.60%	0.00%	0.00%
Limitation on compensation deductions	1.50%	0.00%	0.00%
Other	(0.10%)	0.60%	0.10%
Total income tax expense (benefit)	(59.50%)	(2.30%)	(1.60%)

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Hoya Intermediate, LLC

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of Significant Accounting Policies

Use of Estimates

Cash and Cash Equivalents

Restricted Cash

Foreign Currency Translation

Business Combinations

Accounts Receivable and Credit Policies

Inventory

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

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

Leases

Recoverability of Long-Lived Assets

Goodwill and Intangible Assets

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


Asset Class		Estimated Useful Life
Supplier relationships		4-5 years
Customer relationships		2-5 years
Acquired developed technology		3-5 years
Capitalized development costs		3 years

Capitalized Development Costs and Cloud Computing Arrangements Implementation Costs

Accrued Customer Credits

Accrued Future Customer Compensation

Income Taxes

Tax Receivable Agreement

Debt

Fair Value of Financial Instruments

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

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

Warrants

Redeemable Noncontrolling Interests

Offering Costs

Equity-Based Compensation

Segment Reporting

Revenue Recognition

Marketplace

We act as an intermediary between buyers, sellers and partners in our online marketplaces. Revenue primarily consists of service and delivery fees and is reduced by incentives provided to buyers.

In addition, we earn revenue from online display advertising, which revenue is recognized when an advertisement is displayed as that is when we have fulfilled our obligation.

Resale

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

Deferred Revenue

Sales Tax

Advertising Costs

Shipping and Handling

Recent Accounting Pronouncements

Issued Accounting Standards Adopted

Financial Instruments-Credit Losses

Reference Rate Reform

Acquired Contract Assets and Contract Liabilities

Issued Accounting Standards Not Yet Adopted

Segment Reporting - Improvements to Reportable Segment Disclosures

Income Taxes

Equity-Based Compensation - Summary of Activity for RSUs (Details) - RSUs - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balances	2,551	1,378
Granted	2,775	1,787
Forfeited	(232)	(290)
Vested	(1,228)	(324)
Ending Balances	3,866	2,551
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 10.99	$ 12.86
Weighted-Average Grant Date Fair Value Per Share, Granted	7.22	9.92
Weighted-Average Grant Date Fair Value Per Share, Forfeited	8.81	11.24
Weighted-Average Grant Date Fair Value Per Share, Vested	10.62	12.86
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 8.35	$ 10.99

Redeemable Noncontrolling Interests (Additional Information) (Details)	12 Months Ended
	Dec. 31, 2023
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	36.30%

Related-Party Transactions

12 Months Ended

Dec. 31, 2023

RELATED-PARTY TRANSACTIONS

19. Related–Party Transactions

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 the Board, serves on the board of directors of Viral Nation and is the Co-Founder, Chairman and CEO of Eldridge Industries, LLC (“Eldridge”), which owns approximately 19% of Viral Nation. We incurred an expense of $1.7 million, $0.8 million and $0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively, which is presented in Marketing and selling expenses in the 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 coverage. Todd Boehly, a member of the Board, is the Co-Founder, Chairman and CEO of Eldridge, which owns in excess of 20% of Rolling Stone. We incurred an expense of $0.7 million, $0.9 million and $0.1 million as part of our multifaceted partnership with Rolling Stone for the years ended December 31, 2023, 2022 and 2021, respectively, which is presented in Marketing and selling expenses in the 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 the 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 $1.5 million for the year ended December 31, 2023, which is presented in Marketing and selling expenses on the Consolidated Statements of Operations.

Tax Receivable Agreement

In connection with the Merger Transaction, we entered into the TRA 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 TRA.

In connection with the 2023 Secondary Offerings, Hoya Topco exchanged Intermediate Units, and as a result, we recorded a liability of $165.2 million, a deferred tax asset of $75.2 million related to the 2023 Secondary Offerings as well as the projected payments under the TRA, a decrease to additional paid-in capital of $95.8 million, and a $5.8 million income tax benefit related to valuation allowance releases on the portion of the deferred tax asset associated with the basis difference in the investment in the partnership excluded from the disclosure of deferred tax asset and valuation allowance. We also recognized an income tax benefit of $14.0 million related to the release of valuation allowances at the time of the 2023 Secondary Offerings.

Due to an increase in the applicable state and local tax rate, there was a remeasurement of the TRA liability recorded for the 2023 June Secondary Offering, which resulted in an increase in the liability of $0.6 million, with the corresponding expense included in other income in the Consolidated Statements of Operations for the year ended December 31, 2023. As a result of the increase in the TRA liability, we recorded an increase in deferred tax assets of $0.3 million which was recorded to deferred tax expense.

The TRA-related liabilities are classified as current or long-term based on the expected date of payment. At December 31, 2023, the amount due within the next 12 months was $0.1 million and is included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

Share Repurchase

Hoya Topco controls 36.3% of the voting power of our outstanding common stock. On December 12, 2023, we repurchased 2.0 million shares of Class A common stock from the underwriters of the December 2023 Secondary Offering. The shares were initially purchased by the underwriters from Hoya Topco, the selling stockholder in the

December 2023 Secondary Offering, at a price of $6.24 per share. We paid the same price per share to the underwriters, which was funded with cash on hand. See Note 17, Equity, for more information regarding the December 2023 Secondary Offering and the Share Repurchase.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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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
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

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

12 Months Ended

Dec. 31, 2023

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

Schedule of Estimated Useful Life

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


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

Schedule of Definite-Lived Intangible Assets Amortized

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


Asset Class		Estimated Useful Life
Supplier relationships		4-5 years
Customer relationships		2-5 years
Acquired developed technology		3-5 years
Capitalized development costs		3 years

Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jun. 15, 2023	May 22, 2022	Dec. 31, 2023	Dec. 31, 2022	May 25, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Share Repurchase			$ 52,586	$ 32,494
Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units authorized			500,000,000	500,000,000
Common stock shares issued			141,167,311	82,410,774
Common units outstanding			141,167,311	82,410,774
Common Stock, Voting Rights				one
Class A Common Stock \| Share Repurchase [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Stock Repurchased During Period, Shares			40,000,000	4,300,000
Share Repurchase				$ 32,500
Class B Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units authorized			250,000,000	250,000,000
Common stock shares issued			76,225,000	118,200,000
Common units outstanding			76,225,000	118,200,000
Common Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units outstanding			210,100,814
June 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares issued		16,000,000
December 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares issued		3,100,000
Vivid Seats Inc \| Redeemable Noncontrolling Interests [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Equity Method Investment, Ownership Percentage			63.70%
Hoya Topco, LLC \| Redeemable Senior Preferred Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred units authorized			100
Preferred Units issued			100
Hoya Topco, LLC \| Redeemable Preferred Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Preferred units authorized			100
Preferred Units issued			100
Preferred Units outstanding			0
Hoya Topco, LLC \| Common Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units authorized			100
Common stock shares issued			100
Hoya Topco, LLC \| June 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Sales price, per share			$ 7.68
Hoya Topco, LLC \| June 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Exchanged shares by stockholder			0
Hoya Topco, LLC \| December 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Sales price, per share			$ 6.24
Hoya Topco, LLC \| December 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Exchanged shares by stockholder			0
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares authorized to be repurchased			5,300,000
Hoya Intermediate, LLC \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Share repurchase program, authorized amount					$ 40,000
Hoya Intermediate, LLC \| Class A Common Stock \| Share Repurchase [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Stock Repurchased During Period, Shares			2,000,000
Sales price, per share			$ 6.24
Hoya Intermediate, LLC \| Redeemable Noncontrolling Interests [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Equity Method Investment, Ownership Percentage			63.70%
Hoya Intermediate, LLC \| June 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Sales price, per share			$ 8
Secondary offering expense			$ 1,500
Hoya Intermediate, LLC \| June 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares issued	2,400,000		18,400,000
Shares sold by stockholder			18,400,000
Hoya Intermediate, LLC \| June 2023 Secondary Offering \| Class B Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Exchanged shares by stockholder			18,400,000
Hoya Intermediate, LLC \| December 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Stock Repurchased During Period, Shares			2,000,000
Sales price, per share			$ 6.5
Secondary offering expense			$ 700
Hoya Intermediate, LLC \| December 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares issued			23,575,000
Shares sold by stockholder			23,575,000
Hoya Intermediate, LLC \| December 2023 Secondary Offering \| Class B Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Exchanged shares by stockholder			23,575,000

Subsequent events - Additional Information (Details) - June 2017 First Lien Loan - USD ($) $ in Millions	1 Months Ended
	Jun. 30, 2023	Jun. 30, 2017
Subsequent Event [Line Items]
Long-Term Line of Credit		$ 575.0
Proceeds from Revolving Facility	$ 50.0

- Definition

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

+ References + Details

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 25,750	$ 23,311
Prepaid expenses	8,218	6,032
Other current assets	93	569
Total prepaid expenses and other current assets	$ 34,061	$ 29,912

Related-Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	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	$ 165,200
Income tax benefit Secondary Offerings	5,800
Deferred tax asset Secondary Offerings	75,200
Liability From Secondary Offering	165,200
Adjustments to additional paid in capital	95,800
Additional tax receivable agreement expense	95,800
Tax receivable agreement, amount due for payments	100
Repurchase of shares of Class A common stock	20,092	$ 32,494	$ 0
December 2023 Secondary Offering
Related Party Transaction [Line Items]
Income tax benefit Secondary Offerings	14,000
Hoya Intermediate, LLC \| December 2023 Secondary Offering
Related Party Transaction [Line Items]
Marketing and selling expenses	700
Viral Nation Inc [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	1,700	800	200
Rolling Stone [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	700	$ 900	$ 100
Los Angeles Dodgers [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	$ 1,500
Tax Receivable Agreement [Member]
Related Party Transaction [Line Items]
Tax receivable agreement percentage of amount of tax savings	85.00%
Liability from secondary offering	$ 600
Increase in deferred tax assets	300
Liability From Secondary Offering	600
Tax receivable agreement, amount due for payments	100
Share Repurchase [Member]
Related Party Transaction [Line Items]
Repurchase of shares of Class A common stock	$ 2,000
Common Stock, per share	$ 6.24
Share Repurchase [Member] \| Hoya Topco [Member]
Related Party Transaction [Line Items]
Voting power of outstanding common stock	36.30%

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 consist of the following (in thousands):


	2023		2022
Accrued marketing expense	$	39,210	$	26,873
Accrued customer credits		64,318		88,167
Accrued future customer compensation		33,010		30,181
Accrued contingencies		—		5,898
Accrued payroll		17,381		10,660
Accrued operating expenses		20,828		13,753
Other current liabilities		16,895		6,438
Total accrued expenses and other current liabilities	$	191,642	$	181,970

Leases

12 Months Ended

Dec. 31, 2023

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, our consolidated financial statements are prepared in accordance with the current lease standard (ASC 842) and we elected to present our consolidated financial statements for all periods prior to January 1, 2022 under the previous lease standard (ASC 840). We elected the practical expedient package, which permits us to not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, and any initial direct costs for any existing leases as of the effective date.

We 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. None of our leases contain any material residual value guarantees or restrictive covenants.

The following table presents the lease-related assets and liabilities on the Consolidated Balance Sheets at December 31, 2023 and 2022 (in thousands):


	2023		2022
Right-of-use assets – net	$	9,826	$	7,859

Current lease liabilities in Accrued expenses and other current liabilities	$	2,059	$	579
Long-term lease liabilities		16,215		14,911
Total operating lease liabilities	$	18,274	$	15,490

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.

The following table summarizes the weighted average remaining minimum lease term and the weighted average incremental borrowing rate at December 31, 2023 and 2022:


	2023			2022
Weighted average remaining minimum lease term	8.1 years			9.7 years
Weighted average incremental borrowing rate		7.4	%		7.0	%

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 five-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.

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. Operating and variable lease expenses for the years ended December 31, 2023, 2022 and 2021 were $2.0 million, $3.6 million and $3.7 million, respectively.

Cash payments for operating lease liabilities, which are presented as a component of cash flows from operating activities within the Consolidated Statements of Cash Flows, were $1.2 million and $3.1 million during the years ended December 31, 2023 and 2022, respectively.

Future lease payments at December 31, 2023 are as follows (in thousands):


	Operating Leases
2024	$	3,333
2025		3,006
2026		3,024
2027		2,806
2028		2,541
Thereafter		9,906
Total remaining lease payments		24,616
Less: Imputed interest		6,342
Present value of lease liabilities	$	18,274

Earnings Per Share - Schedule of net loss attributable to redeemable noncontrolling interests (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net income (loss) Hoya Intermediate	$ 69,420	$ 70,794	$ (5,024)
Hoya Topco's weighted average % allocation of Hoya Intermediate's net income (loss)	55.60%	59.50%	59.90%
Net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests	$ 38,605	$ 42,117	$ (3,010)

- Definition

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

+ References

+ Details

Debt (Additional Information) (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Feb. 03, 2022	Oct. 28, 2019	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 18, 2021	Jul. 02, 2018	Jun. 30, 2017
Line of Credit Facility [Line Items]
Debt Instrument, Maturity Date	Feb. 03, 2029
Term loan				$ 264,632	$ 264,898
Amortization of Debt Issuance Costs				924	1,052	$ 4,472
Loss on extinguishment of debt				(0)	$ (4,285)	$ (35,828)
Maximum
Line of Credit Facility [Line Items]
Term loan				$ 3,100
Merger Transaction
Line of Credit Facility [Line Items]
Loan Principal Payments							$ 148,200
SOFR
Line of Credit Facility [Line Items]
Effective interest rate				3.25%
June 2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit									$ 575,000
Revolving Facility			$ 50,000
June 2017 Second Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit	$ 275,000								185,000
Line of Credit Up-sized								$ 115,000
Debt Instrument, Redemption Period, End Date		Oct. 28, 2019
Repayments of debt	190,700
June 2017 Second Lien Loan \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Long-Term Line of Credit									$ 525,000
February 2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit	275,000
Amortization of Debt Issuance Costs				$ 700
Effective interest rate				9.05%	7.98%
Loss on extinguishment of debt					$ 4,300
February 2022 First Lien Loan \| SOFR
Line of Credit Facility [Line Items]
Floor Rate				0.50%
February 2022 First Lien Loan \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Outstanding Borrowings				$ 0
Revolving Facility	$ 100,000
Wavedashs Long Term Debt
Line of Credit Facility [Line Items]
Term loan				$ 458,300
Debt Interest Rate				1.27%

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Lease-Related Assets and Liabilities

The following table presents the lease-related assets and liabilities on the Consolidated Balance Sheets at December 31, 2023 and 2022 (in thousands):


	2023		2022
Right-of-use assets – net	$	9,826	$	7,859

Current lease liabilities in Accrued expenses and other current liabilities	$	2,059	$	579
Long-term lease liabilities		16,215		14,911
Total operating lease liabilities	$	18,274	$	15,490

Summarizes the weighted average minimum lease term and incremental borrowing rate

The following table summarizes the weighted average remaining minimum lease term and the weighted average incremental borrowing rate at December 31, 2023 and 2022:


	2023			2022
Weighted average remaining minimum lease term	8.1 years			9.7 years
Weighted average incremental borrowing rate		7.4	%		7.0	%

Future lease payments

Future lease payments at December 31, 2023 are as follows (in thousands):


	Operating Leases
2024	$	3,333
2025		3,006
2026		3,024
2027		2,806
2028		2,541
Thereafter		9,906
Total remaining lease payments		24,616
Less: Imputed interest		6,342
Present value of lease liabilities	$	18,274

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue By Related Parties	$ 115,500	$ 89,200	$ 53,400
Deferred revenue	$ 34,674	31,983
Deferred Revenue, Revenue Recognized		17,600
Deferred revenue, recognized period	next seven years
Minimum
Disaggregation of Revenue [Line Items]
Stamp Expiration Term	2 years
Credits Expiration Term	2 years
Maximum
Disaggregation of Revenue [Line Items]
Stamp Expiration Term	3 years
Credits Expiration Term	4 years
Hoya Intermediate, LLC
Disaggregation of Revenue [Line Items]
Deferred revenue		25,100
Deferred Revenue, Revenue Recognized		$ 16,200

Goodwill and Intangible Assets - Schedule of definite-lived intangible assets and weighted average remaining life (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Line Items]
Definite-lived intangible assets	$ 156,005	$ 26,994
Foreign currency translation, Definite-lived Intangible Assets	1,315
Accumulated amortization	(25,484)	(9,684)
Foreign currency translation, Accumulated amortization	(97)
Foreign currency translation, Indefinite-lived Intangible Assets	96
Intangible assets - net	241,155	81,976
Trademarks [Member]
Goodwill [Line Items]
Indefinite-lived Intangible Assets	110,538	64,666
Supplier Relationships [Member]
Goodwill [Line Items]
Definite-lived intangible assets	57,123
Accumulated amortization	$ (2,881)
Weighted Average Remaining Life (in years)	4 years 1 month 6 days
Customer Relationships [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 34,620	1,530
Accumulated amortization	$ (3,522)	$ (765)
Weighted Average Remaining Life (in years)	3 years	1 year
Acquired Developed Technology [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 29,240	$ 2,900
Accumulated amortization	$ (2,551)	$ (580)
Weighted Average Remaining Life (in years)	3 years 7 months 6 days	4 years
Capitalized Development Costs [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 28,912	$ 22,564
Accumulated amortization	$ (16,433)	$ (8,339)
Weighted Average Remaining Life (in years)	1 year 6 months	1 year 7 months 6 days
Capitalized Development Costs - Work In Progress [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 4,795

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 125,484	$ 251,542
Restricted cash	6,950	748
Accounts receivable- net	58,481	36,531
Inventory - net	21,018	12,783
Prepaid expenses and other current assets	34,061	29,912
Total current assets	245,994	331,516
Property and equipment - net	10,156	10,431
Right of use assets - net	9,826	7,859
Intangible assets - net	241,155	81,976
Goodwill	947,359	715,258
Deferred tax assets	85,564	0
Investments	6,993	0
Other non-current assets	3,052	4,391
Total Assets	1,550,099	1,151,431
Current liabilities:
Accounts payable	257,514	161,312
Accrued expenses and other current liabilities	191,642	181,970
Deferred revenue	34,674	31,983
Current maturities of long-term debt	3,933	2,750
Total current liabilities	487,763	378,015
Long-term debt - net	264,632	264,898
Long-term lease liabilities	16,215	14,911
Tax Receivable Agreement liability	165,699	0
Other liabilities	29,031	13,445
Total long-term liabilities	475,577	293,254
Commitments and contingencies (Note 18)
Redeemable noncontrolling interests	481,742	862,860
Shareholders' deficit
Additional paid-in capital	1,096,430	663,908
Treasury stock, at cost, 7,291,497 and 4,342,477 shares at December 31, 2023 and 2022, respectively	(52,586)	(32,494)
Accumulated deficit	(939,596)	(1,014,132)
Accumulated other comprehensive income	747	0
Equity, Attributable to Parent, Total	105,017	(382,698)
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit	1,550,099	1,151,431
Common Class A [Member]
Shareholders' deficit
Common Stock	14	8
Common Class B [Member]
Shareholders' deficit
Common Stock	$ 8	$ 12

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

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

GOODWILL AND INTANGIBLE ASSETS

9. Goodwill and Intangible Assets

Goodwill

Our goodwill is included in our Marketplace segment. The following table summarizes the changes in the carrying amount of goodwill at December 31, 2023 and 2022 (in thousands):


	Goodwill
Balance at January 1, 2022	$	718,204
Acquisition adjustment		(2,946	)
Balance at December 31, 2022		715,258
Business acquisitions		230,091
Foreign currency translation		2,010
Balance at December 31, 2023	$	947,359

We had recorded $377.1 million of cumulative impairment charges related to our goodwill as of December 31, 2023 and 2022.

Definite-lived intangible assets

The following table summarizes components of our definite-lived intangible assets (in thousands) and weighted average remaining life (in years) at December 31, 2023:


	2023			Weighted Average Remaining Life (in years)
Definite-lived Intangible Assets
Supplier relationships	$	57,123			4.1
Customer relationships		34,620			3.0
Acquired developed technology		29,240			3.6
Capitalized development costs		28,912			1.5
Capitalized development costs – Work in progress ("WIP")		4,795
Foreign currency translation		1,315
Total gross book value	$	156,005
Less: Accumulated amortization
Supplier relationships		(2,881	)
Customer relationships		(3,522	)
Acquired developed technology		(2,551	)
Capitalized development costs		(16,433	)
Foreign currency translation		(97	)
Total accumulated amortization	$	(25,484	)
Indefinite-lived Intangible Assets
Trademarks		110,538
Foreign currency translation		96
Intangible assets – net	$	241,155

The following table summarizes components of our definite-lived intangible assets (in thousands) and weighted average remaining life (in years) at December 31, 2022:


	2022			Weighted Average Remaining Life (in years)
Definite-lived Intangible Assets
Customer relationships	$	1,530			1.0
Acquired developed technology		2,900			4.0
Capitalized development costs		22,564			1.6
Total gross book value	$	26,994
Less: Accumulated amortization
Customer relationships		(765	)
Acquired developed technology		(580	)
Capitalized development costs		(8,339	)
Total accumulated amortization	$	(9,684	)
Indefinite-lived Intangible Assets
Trademark		64,666
Intangible assets – net	$	81,976

We had recorded $78.7 million of cumulative impairment charges related to our trademarks as of December 31, 2023 and 2022.

During the year ended December 31, 2023, intangible assets increased primarily due to the Vegas.com Acquisition, the Wavedash Acquisition and our investments in capitalized development costs. Amortization expense on our definite-lived intangible assets was $15.7 million, $7.1 million and $2.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is presented in Depreciation and amortization in the Consolidated Statements of Operations. During the years ended December 31, 2023 and 2022, we incurred a loss of $0.6 million and $0.3 million, respectively, on asset disposals related to definite-lived intangible assets, which is included in General and administrative expenses in the Consolidated Statements of Operations. There were no losses on asset disposals related to definite-lived intangible assets during the year ended December 31, 2021.

The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2023, except WIP, is as follows (in thousands):


Future amortization expense:
2024	$	39,047
2025		35,548
2026		30,922
2027		17,479
2028		2,730
Total	$	125,726

Investments (Additional Information) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Jul. 31, 2023
Schedule of Investments [Line Items]
Convertible Debt		$ 6.0
Investment Interest Rate		8.00%
Servicing Asset at Amortized Cost	$ 2.7
Unrealized Gain (Loss) on Investments	$ 0.2
Warrant [Member]
Schedule of Investments [Line Items]
Purchase of Warrants		1,874,933

- Definition

Rate of interest on investment.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480493/946-210-55-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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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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-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-19

Reference 65: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 19
-Subparagraph (3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-19

+ Details

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1.4	$ 0.6	$ 0.1
Impairment charges	0.0	0.0	$ 0.0
Loss on disposals of property and equipment	$ (0.1)	$ (0.1)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss	$ 11,972	$ 12,740
Interest carryforwards	16,689	15,919
Investment in partnerships	44,894	91,302
Tax Receivable Agreement	40,994	0
Stock based compensation	2,665	0
Other	1,914	748
Total deferred tax assets	119,128	120,709
Valuation Allowance	(32,318)	(118,734)	$ (145,668)	$ (1,828)
Total deferred tax assets net of valuation allowance	86,810	1,975
Intangibles	9,841	0
Other	1,848	122
Total Deferred Tax Liabilities	11,689	122
Net Deferred Tax Asset / Liabilities	$ 75,121	$ 1,853

Debt - Summary of Future maturities of our outstanding debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2024	$ 3,933
2025	3,933
2026	3,338
2027	2,750
2028	2,750
Thereafter	256,438
Total	$ 273,142	$ 272,938

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
COMMITMENTS AND CONTINGENCIES	18. 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 $7.2 million payable in the next 12 months and $8.2 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. A final order approving the settlement of this lawsuit was entered by the court in August 2020. In January 2022, we issued coupons to certain members of the class. Other members of the class 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, 2023 and 2022, 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 the settlement of one of the lawsuits was entered by the court in November 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 an accrued liability of zero and $1.6 million as of December 31, 2023 and 2022, respectively, within Accrued expenses and other current liabilities in the 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 and no litigation reserve has been recorded in the 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 state and local governments from imposing sales tax collection requirements on retailers without a physical presence. In response, most jurisdictions have adopted laws that attempt to impose tax collection obligations on out-of-state companies, and we have registered and begun collecting tax, where required by statute. It is reasonably possible that state or local governments will continue to adopt or interpret laws such that we are required to calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest. Based on our analysis of certain state and local regulations, specifically related to marketplace facilitators and ticket sales, we have recorded liabilities in all jurisdictions where we believe a risk of loss is probable. We continuously monitor state regulations and will implement required collection and remittance procedures if and when we are subject to such regulations. As of December 31, 2023, we have recorded a liability of $3.2 million related to uncollected local admissions taxes. This liability is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The related non-income tax expense was $3.2 million for the year ended December 31, 2023.

Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands	Total	Common Class A [Member]	Common Class B [Member]	Noncontrolling Interest	Common Units	Common Units Redeemable Senior Preferred Units	Common Units Redeemable Preferred Units	Common Units Common Class A [Member]	Common Units Common Class B [Member]	Additional Paid-in Capital Redeemable Senior Preferred Units	Treasury Stock, Common [Member]	Accumulated Deficit	Accumulated Other Comprehensive (Income) Loss
Balances, shares at Dec. 31, 2020					100	100	100
Balances at Dec. 31, 2020	$ (271,781)					$ 218,288	$ 9,939			$ 755,716		$ (1,026,675)	$ (822)
Repurchases of common stock, Value	0
Net loss Prior to Reverse Recapitalization	12,836											12,836
Loss Reclassified From Accumulated Other Comprehensive Loss to Earnings Prior to Reverse Recapitalization	822												822
Deemed contribution from former parent prior to reverse recapitalization	3,692									3,692
Accretion of Senior Preferred Units Prior to Reverse Recapitalization	(17,738)					$ 17,738				(17,738)
Reverse Recapitalization, Net - Shares					(100)	(100)	(100)	76,948,433	118,200,000
Reverse Recapitalization, Net	637,361			$ 84,874		$ (236,026)	$ (9,939)	$ 8	$ 12	637,341
Net Income (loss) After Reverse Recapitalization	(3,283)			(3,010)						0		(3,283)
Deemed contribution from parent after reverse recapitalization	293			438						293
Equity-based compensation after reverse recapitalization	1,624									1,624
Change in fair value of warrants	1,269									1,269
Issuance of shares related to acquisition	21,306									21,306
Issuance of shares related to acquisition, Shares								2,143,438
Dividends paid to Class A Common Shareholders	(17,698)									17,698
Subsequent remeasurement of Redeemabl	(1,203,714)			1,203,714						(1,203,714)
Balances, shares at Dec. 31, 2021								79,091,871	118,200,000
Balances at Dec. 31, 2021	(860,683)			1,286,016				$ 8	$ 12	182,091		(1,042,794)
Net Income (Loss) Attributable to Noncontrolling Interest	28,662			42,117								28,662
Deemed contribution from former parent	1,824			2,687						1,824
Issuance of shares								591,118
Repurchases of common stock	(32,494)										$ (32,494)
Repurchases of common stock Share											$ (4,342,477)
Distributions to non-controlling interest	0			(5,245)
Repurchases of common stock, Value	(32,494)
Increase in common shares outstanding following warrant exchange								2,727,785
Equity-based compensation after reverse recapitalization	14,621									14,621
Issuance of shares related to acquisition	(2,946)
Reclassification of contingent consideration	2,657									2,657
Subsequent remeasurement of Redeemabl	462,715			(462,715)						462,715
Balances, shares at Dec. 31, 2022		82,410,774	118,200,000					82,410,774	118,200,000		(4,342,477,000)
Balances at Dec. 31, 2022	(382,698)			862,860				$ 8	$ 12	663,908	$ (32,494)	(1,014,132)
Net Income (Loss) Attributable to Noncontrolling Interest	74,536			38,605								74,536
Deemed contribution from former parent	1,598			1,898						1,598
2023 Secondary Offerings of Class A common stock	307,732			(307,732)				$ 4	$ (4)	307,732
2023 Secondary Offerings of Class A common stock, Share								41,975,000	(41,975,000)
Issuance of shares								1,228,279
Distributions to non-controlling interest	0			(14,304)
Other comprehensive income	747			601									747
Repurchases Of Common Stock, Shares											(2,949,020,000)
Repurchases of common stock, Value	(20,092)										$ 20,092
Establishment of liabilities under TRA, net of tax and other tax impact of 2023 Secondary Offerings (Note 20)	(95,849)									(95,849)
Options Contingent Warrants termination				1,094
Issuance Of Shares Related To Acquisition, Value	95,497							$ 2		95,495
Equity-based compensation after reverse recapitalization	24,546									24,546
Issuance of shares related to acquisition, Shares								15,553,258
Subsequent remeasurement of Redeemabl	99,000			(101,280)						99,000
Balances, shares at Dec. 31, 2023		141,167,311	76,225,000					141,167,311	76,225,000		(7,291,497,000)
Balances at Dec. 31, 2023	$ 105,017			$ 481,742				$ 14	$ 8	$ 1,096,430	$ (52,586)	$ (939,596)	$ 747

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 12,152	$ 11,027
Less: accumulated depreciation	1,996	596
Total property and equipment - net	10,156	10,431
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	2,792	1,935
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,705	1,625
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 7,655	$ 7,467

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Costs and expenses:

Depreciation and amortization

$ 17,178

$ 7,732

$ 2,322

Change in fair value of contingent consideration

(998)

(2,065)

Other (income) expense:

Loss on extinguishment of debt

4,285

35,828

Total income (loss) before income taxes

70,942

69,189

(18,825)

Income tax expense (benefit)

(42,199)

(1,590)

304

Net income (loss)

74,536

28,662

Net income (loss) attributable to Class A Common Stockholders

69,420

70,794

(5,024)

Hoya Intermediate, LLC

Revenues

712,879

600,274

443,038

Costs and expenses:

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

182,184

140,508

90,617

Marketing and selling

274,096

248,375

181,358

General and administrative

159,081

127,619

92,170

Depreciation and amortization

17,178

7,732

2,322

Change in fair value of contingent consideration

(998)

(2,065)

Income (loss) from operations

81,338

78,105

76,571

Other (income) expense:

Interest expense – net

13,505

12,858

58,179

Loss on extinguishment of debt

4,285

35,828

Other (income) expense

(3,109)

(8,227)

1,389

Total income (loss) before income taxes

70,942

69,189

(18,825)

Income tax expense (benefit)

(42,199)

(1,590)

304

Net income (loss)

113,141

70,779

(19,129)

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

(12,836)

Net income (loss)

38,605

42,117

(3,010)

Net income (loss) attributable to Class A Common Stockholders

$ 74,536

$ 28,662

$ (3,283)

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

Basic

^[1]

$ 0.8

$ 0.36

$ (0.04)

Diluted

^[1]

$ 0.26

$ 0.36

$ (0.04)

Weighted average Class A Common Stock outstanding(1):

Basic

^[1]

92,678,514

80,257,247

77,498,775

Diluted

^[1]

198,877,441

198,744,381

77,498,775

[1]	There were no shares of Class A Common Stock outstanding prior to October 18, 2021. Therefore, income (loss) per share information has been presented for the period from October 18, 2021 to December 31, 2021.

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Schedule Of Market Place Revenues

During the years ended December 31, 2023, 2022 and 2021, Marketplace revenues consisted of the following (in thousands):


	2023		2022		2021
Marketplace revenues:
Owned Properties	$	462,263	$	400,413	$	308,226
Private Label		135,125		110,681		81,442
Total Marketplace revenues	$	597,388	$	511,094	$	389,668

During the years ended December 31, 2023, 2022 and 2021, Marketplace revenues consisted of the following event categories (in thousands):


	2023		2022		2021
Marketplace revenues:
Concerts	$	308,507	$	251,423	$	171,149
Sports		199,837		196,467		175,471
Theater		83,273		61,483		41,745
Other		5,771		1,721		1,303
Total Marketplace revenues	$	597,388	$	511,094	$	389,668

- Definition

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.

+ References + Details

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

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

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at December 31, 2023 and 2022 consist of the following (in thousands):


	2023		2022
Accrued marketing expense	$	39,210	$	26,873
Accrued customer credits		64,318		88,167
Accrued future customer compensation		33,010		30,181
Accrued contingencies		—		5,898
Accrued payroll		17,381		10,660
Accrued operating expenses		20,828		13,753
Other current liabilities		16,895		6,438
Total accrued expenses and other current liabilities	$	191,642	$	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, 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 estimates could be impacted by future activity differing from our estimates, the effects of which could be material.

During the year ended December 31, 2023, $15.1 million of accrued customer credits were redeemed and we recognized $20.6 million of revenue from breakage. 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. 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, which are based on historic experience, revenue volumes for future events, and management’s estimate of the likelihood of future event cancellations, 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, 2023, 2022 and 2021, we recognized a net increase in revenue of $0.1 million, $2.3 million and $5.1 million, respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods. Accrued future customer compensation increased by $2.8 million due to an increase in the estimated rate of future cancellations as of December 31, 2023.

Accrued contingencies decreased as a result of Betcha milestone payments of $6.0 million in cash during the year ended December 31, 2023.

Other current liabilities primarily increased as a result of adding accrued expenses for Vegas.com vendors, an increase in the liability for uncollected local admissions taxes and higher accrued interest.

Leases (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right-of-use assets obtained in exchange for lease obligations	$ 0	$ 3,406	$ 0
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	2,000	3,600	$ 3,700
Operating Lease, Payments, Use	$ 1,200	$ 3,100

Background, Description of Business and basis of presentation	12 Months Ended
	Dec. 31, 2023
Vivid Seats Inc
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
BACKGROUND, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	1. Background, Description of Business and Basis of Presentation Vivid Seats Inc. ("VSI") and its subsidiaries including Hoya Intermediate, LLC ("Hoya Intermediate"), Hoya Midco, LLC, and Vivid Seats LLC (collectively the “Company,” “us,” “we,” and “our”) provide an online 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 and partners 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. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on previously reported totals for assets, liabilities, shareholders' equity (deficit), cash flows or net income (loss). VSI was incorporated in Delaware on March 29, 2021 as a wholly owned subsidiary of Hoya Intermediate for the purpose of completing the transactions (collectively, the “Merger Transaction”) contemplated by the transaction agreement, dated April 21, 2021 (the “Transaction Agreement”), among Horizon Acquisition Corporation, a publicly traded special purpose acquisition company (“Horizon”), Hoya Topco, LLC (“Hoya Topco”), Hoya Intermediate, VSI, and the other parties thereto. The Merger Transaction and PIPE Financing The Merger Transaction, which was consummated on October 18, 2021, was accounted for as a reverse recapitalization, with Hoya Intermediate treated as the accounting acquirer. Accordingly, our consolidated financial statements represent a continuation of Hoya Intermediate's financial statements with the 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 such cash and cash equivalents; • Issued 118.2 million shares of Class B common stock and warrants to purchase 6.0 million shares of Class B common stock at an exercise price of $0.001 per share, which are only exercisable upon the exercise of a corresponding Hoya Intermediate Warrant (as defined below), to Hoya Topco in exchange for the outstanding units of Hoya Intermediate; • Issued to certain investors, including Horizon Sponsor, LLC (“Horizon Sponsor”), 47,517,173 shares of Class A common stock in exchange for $475.2 million in aggregate consideration, pursuant to a private investment in public equity (the “PIPE Financing”); • Used the proceeds from the transactions described above to pay (i) $482.4 million towards our outstanding debt, (ii) $236.0 million to facilitate the redemption of preferred units of 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 17.0 million shares of Class A common stock at an exercise price of $10.00 per share (the “$10 Exercise Warrants”), (ii) warrants to purchase 17.0 million shares of Class A common stock at an exercise of $15.00 per share (the “$15 Exercise Warrants” and, together with the $10 Exercise Warrants, the "Exercise Warrants"), (iii) warrants to purchase 6,519,791 shares of Class A common stock at an exercise price of $11.50 per share (the “Private Warrants”) and (iv) 50,000 shares of Class A common stock; and • Issued to former warrant holders of Horizon (including Horizon Sponsor) warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco warrants to purchase 3.0 million common units of Hoya Intermediate (“Intermediate Units”) at an exercise price of $10.00 per unit and warrants to purchase 3.0 million Intermediate Units at an exercise of $15.00 per unit (collectively, the “Hoya Intermediate Warrants”). A portion of the Hoya Intermediate Warrants, consisting of warrants to purchase 1,000,000 Intermediate Units at exercise prices of $10.00 and $15.00 per unit, respectively (the “Option Contingent Warrants”), were issued in tandem with stock options issued by VSI to members of our management team (the “Management Options”). The Option Contingent Warrants only become exercisable by Hoya Topco if a Management Option is forfeited or expires unexercised. Immediately following the Merger Transaction, the legacy unitholders of Hoya Intermediate owned a controlling interest in VSI through their ownership of Class B common stock. The numbers of outstanding warrants, units and shares have changed subsequent to the transactions described above. For additional details regarding the issuance of warrants in connection with the Merger Transaction, as well as amounts outstanding on December 31, 2023, see Note 15, Financial Instruments.

Investments - Investments at fair value on recurring basis (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	$ 6,993
Level 1
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0
Level 2
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0
Level 3
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	6,993
Warrants
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	4,125
Warrants \| Level 1
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0
Warrants \| Level 2
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0
Warrants \| Level 3
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	4,125
Note
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	2,868
Note \| Level 1
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0
Note \| Level 2
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0
Note \| Level 3
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	$ 2,868

- Definition

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.

+ References

+ Details

Accounts Receivable - Net - Shedule of Accounts receivable balance, net of allowance for doubtful accounts (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts	$ (10,000)	$ (3,600)
Other	5,963	4,230
Accounts receivable- net	58,481	36,531
Distribution Partners [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	12,736	11,704
Allowance for doubtful accounts	(10,074)	(3,630)
Market Place [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	5,632	1,019
Uncollateralized Payment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	32,810	18,910
Insurance and Other Commissions [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 11,414	$ 4,298

Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - Hoya Intermediate, LLC - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Public Warrants and Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	13,286,644	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	17,000,000	34,000,000
Hoya Intermediate Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	4,000,000	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	0	118,200,000
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	734,588	1,224,919	1,378,111
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	8,807,848	6,300,837	4,061,486

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 consist of the following (in thousands):


	2023		2022
Recovery of future customer compensation	$	25,750	$	23,311
Prepaid expenses		8,218		6,032
Other current assets		93		569
Total prepaid expenses and other current assets	$	34,061	$	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 $2.4 million at December 31, 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 Consolidated Balance Sheets.

Financial Instruments

12 Months Ended

Dec. 31, 2023

Investments, All Other Investments [Abstract]

Financial Instruments

15. Financial Instruments

Derivatives

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

Interest Rate Cap

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

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

We performed a regression analysis at the inception of the hedging relationship to assess the effectiveness. The design of this analysis addressed the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate cap over historical months. Historical changes in the fair value of the hedge instrument and the underlying item demonstrated the effectiveness of the hedging relationship. On an ongoing basis, we assess hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through its maturity.

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

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

The following table presents the effects of the Interest Rate Cap hedge accounting on AOCL for the year ended December 31, 2021 (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	$	—

Warrants

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

Public Warrants

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

On May 26, 2022, we announced the commencement of an offer to the holders of outstanding Public Warrants to receive 0.240 shares of Class A common stock in exchange for each properly tendered outstanding Public Warrant (the “Offer”). On July 5, 2022, 11,365,913 Public Warrants were tendered in exchange for 2,727,785 shares of Class A common stock (the “Exchange”). Following the Exchange, 6,766,853 Public Warrants remained outstanding. During the year ended December 31, 2022, 10 Public Warrants were exercised. The exercise of the Public Warrants are accounted for as a transaction within Additional paid-in capital in the Consolidated Balance Sheets. As of December 31, 2023, there were 6,766,853 outstanding Public Warrants.

We may, in our sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that we provide at least five days' advance notice. The exercise price and number of shares of Class A common stock

issuable upon exercise of the Public Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event are we required to net cash settle the Public Warrants.

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

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

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

Private Warrants

We issued to Horizon Sponsor Private Warrants to purchase 6,519,791 shares of Class A common stock at an exercise price of $11.50 per share. The Private Warrants have similar terms to the Public Warrants, except that they are not redeemable by us. As of December 31, 2023, there were 6,519,791 outstanding Private Warrants.

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

Exercise Warrants

We issued to Horizon Sponsor (i) $10 Exercise Warrants to purchase 17.0 million shares of Class A common stock at an exercise price of $10.00 per share and (ii) $15 Exercise Warrants to purchase 17.0 million shares of Class A common stock at an exercise of $15.00 per share. The Exercise Warrants have similar terms to the Public Warrants, except that they have different exercise prices, an initial term of 10 years, are not redeemable by us and are fully transferable.

As of December 31, 2023, there were outstanding 17.0 million $10 Exercise Warrants and 17.0 million $15 Exercise Warrants.

Mirror Warrants

Hoya Intermediate issued to us warrants to purchase 17.0 million Intermediate Units at an exercise price of $10.00 per unit (the “$10 Mirror Warrants”), warrants to purchase 17.0 million Intermediate Units at an exercise of $15.00 per unit (the “$15 Mirror Warrants”), warrants to purchase 24,652,557 Intermediate Units at an exercise price of $11.50 per unit (the “$11.50 Mirror Warrants” and, together with the $10 Mirror Warrants and the $15 Mirror Warrants, the “Mirror Warrants”). The number and terms of the Mirror Warrants are identical to the Public Warrants, the Private Warrants and the Exercise Warrants, respectively. Upon the valid exercise of a Public Warrant, Private Warrant or Exercise Warrant, Hoya Intermediate will issue to us an equivalent number of Intermediate Units. Similarly, if a Public Warrant, Private Warrant or Exercise Warrant is tendered, an equivalent number of Mirror Warrants will be tendered. In connection with the Exchange, we tendered 11,365,913 $11.50 Mirror Warrants and received 2,727,785 Intermediate Units.

As of December 31, 2023, there were outstanding 17.0 million $10 Mirror Warrants, 17.0 million $15 Mirror Warrants and 13,286,644 $11.50 Mirror Warrants.

As the Public Warrants, the Private Warrants and the Exercise Warrants are indexed to our equity and meet the equity classification guidance of ASC 815-40, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, we reflect these warrants as a component of equity within additional paid-in capital. The Mirror Warrants eliminate in consolidation and do not impact the presentation of our consolidated financial statements.

Hoya Intermediate Warrants

Hoya Intermediate issued to Hoya Topco 3.0 million $10 Hoya Intermediate Warrants and 3.0 million $15 Hoya Intermediate Warrants, which are classified as Other Liabilities in the Consolidated Balance Sheets. A portion of the Hoya Intermediate Warrants, consisting of the Option Contingent Warrants to purchase 1.0 million Intermediate Units at exercise prices of $10.00 and $15.00 per unit, respectively, were issued in tandem with Management Options we issued to members of our management team. The Option Contingent Warrants only become exercisable by Hoya Topco if a Management Option is forfeited or expires unexercised. Upon the valid exercise of a Hoya Intermediate Warrant for Intermediate Units, we will issue an equivalent number of shares of Class B common stock to Hoya Topco. As of December 31, 2022, 0.2 million Management Options had been forfeited.

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

On December 7, 2023, Hoya Topco voluntarily terminated a portion of the Hoya Intermediate Warrants, consisting of Option Contingent Warrants to purchase 1.0 million Intermediate Units at exercise prices of $10.00 and $15.00 per unit, respectively. Immediately before such termination the fair value of the Option Contingent Warrants liability was determined using the Black-Scholes model and was estimated at $1.1 million. Upon termination, we recorded a reduction in this liability to zero, along with an increase in Redeemable noncontrolling interests.

As of December 31, 2023, there were outstanding 2.0 million $10 Hoya Intermediate Warrants and 2.0 million $15 Hoya Intermediate Warrants.

The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants at:


	December 31, 2023			December 7, 2023			December 31, 2022
Estimated volatility		48.0	%		48.0	%		39.0	%
Expected term (years)		7.8			7.9			8.8
Risk-free rate		3.9	%		4.2	%		3.9	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

For the year ended December 31, 2023, the fair value of the Hoya Intermediate Warrants decreased by $1.0 million, which is presented in Other (income) expense on the Consolidated Statements of Operations. For the year ended December 31, 2022, the fair value of the Hoya Intermediate Warrants and the Option Contingent Warrants decreased by $8.2 million, which is presented in Other (income) expense on the Consolidated Statements of Operations. For the period from October 18, 2021 until December 31, 2021, we recognized a charge to Other (income) expense on the Consolidated Statements of Operations resulting from an increase in the fair value of the Hoya Intermediate Warrants and the Option Contingent Warrants of $0.1 million.

Equity (Tables)

12 Months Ended

Dec. 31, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Shedule of Changes in Each Component of AOCL, Net of Tax Effect

The following table presents the changes in each component of AOCL attributable to Class A Common Stockholders (in thousands):


	Unrealized gain on investments		Foreign currency translation adjustment		Total
Balance at January 1, 2023	$	—	$	—	$	—
Other comprehensive income		106		641		747
Balance at December 31, 2023	$	106	$	641	$	747

Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Impairment	$ 377,100	$ 377,100
Carrying Amount of Definite Lived Intangible Assets	125,726
Property and equipment	$ 1,996	$ 596

Equity-Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options	Dec. 07, 2023	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]
Estimated 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
Risk-free rate		4.00%	3.90%	3.90%	2.00%	1.70%
Expected dividend yield		0.00%	0.00%	0.00%	0.00%	0.00%
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated volatility	48.00%
Expected term (years)	8 years 11 months 4 days
Risk-free rate	4.20%
Expected dividend yield	0.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated volatility	47.00%
Expected term (years)	7 years 10 months 13 days

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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+ Details

Property and Equipment

12 Months Ended

Dec. 31, 2023

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 at December 31, 2023 and 2022 (in thousands):


	2023		2022
Computer equipment	$	2,792	$	1,935
Furniture		1,705		1,625
Leasehold Improvements		7,655		7,467
Total property and equipment		12,152		11,027
Less: accumulated depreciation		1,996		596
Total property and equipment – net	$	10,156	$	10,431

Depreciation expense related to property and equipment was $1.4 million, $0.6 million and $0.1 million for the years ended December 31, 2023, 2022, and 2021, 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, 2023, 2022 and 2021. During the years ended December 31, 2023 and 2022 we incurred a loss of $0.1 million and $0.1 million, respectively, on asset disposals related to property and equipment, which are included in General and administrative expenses in the Consolidated Statements of Operations. There were no losses on asset disposals related to property and equipment during the year ended December 31, 2021.

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Foreign currency translation	$ 2,010
Issuance of shares related to acquisition		$ (2,946)	$ 21,306
Trademarks [Member]
Goodwill [Line Items]
Beginning balance	64,666
Ending balance	$ 110,538	$ 64,666

- Definition

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.

+ References

+ Details

Business Acquisition - Schedule of Components of Intangible Assets Acquired (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Betcha
Business Acquisition [Line Items]
Intangible assets	$ 4,430
Betcha \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 1,530
Estimated useful life	2 years
Betcha \| Acquired Developed Technology [Member]
Business Acquisition [Line Items]
Intangible assets	$ 2,900
Estimated useful life	5 years
VDC Holdco, LLC [Member]
Business Acquisition [Line Items]
Intangible assets	$ 130,549
VDC Holdco, LLC [Member] \| Trade Names [Member]
Business Acquisition [Line Items]
Intangible assets	43,669
VDC Holdco, LLC [Member] \| Supplier Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 37,160
Estimated useful life	4 years
VDC Holdco, LLC [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 27,590
Estimated useful life	3 years
VDC Holdco, LLC [Member] \| Acquired Developed Technology [Member]
Business Acquisition [Line Items]
Intangible assets	$ 22,130
Estimated useful life	4 years
WD Holdings Co. [Member]
Business Acquisition [Line Items]
Intangible assets	$ 31,846
WD Holdings Co. [Member] \| Trade Names [Member]
Business Acquisition [Line Items]
Intangible assets	2,173
WD Holdings Co. [Member] \| Supplier Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 19,963
Estimated useful life	5 years
WD Holdings Co. [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 5,500
Estimated useful life	4 years
WD Holdings Co. [Member] \| Acquired Developed Technology [Member]
Business Acquisition [Line Items]
Intangible assets	$ 4,210
Estimated useful life	3 years

Leases - Lease Related Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Right of use assets - net	$ 9,826	$ 7,859
Current lease liabilities in Accrued expenses and other current liabilities	2,059	579
Long-term lease liabilities	16,215	14,911
Total operating lease liabilities	$ 18,274	$ 15,490
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities, Current	Liabilities, Current

Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in recovery of future customer compensation	$ 2.4

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2023

Hoya Intermediate, LLC

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

Schedule of Segment Information

The following table represents our segment information for the year ended December 31, 2023 (in thousands):


	Marketplace		Resale		Consolidated
Revenues	$	597,388	$	115,491	$	712,879
Cost of revenues (exclusive of depreciation and amortization shown separately below)		94,557		87,627		182,184
Marketing and selling		274,096		—		274,096
Contribution margin	$	228,735	$	27,864		256,599
General and administrative						159,081
Depreciation and amortization						17,178
Change in fair value of contingent consideration						(998	)
Income from operations						81,338
Interest expense – net						13,505
Other income						(3,109	)
Income before income taxes					$	70,942

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 expenses						(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
Loss 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	)

Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Inventory	$ 21,018	$ 12,783
Prepaid expenses and other current assets	34,061	29,912
Property and equipment	10,156	10,431
Right of use assets - net	9,826	7,859
Goodwill	947,359	715,258	$ 718,204
Accounts payable	(257,514)	(161,312)
Long-term lease liabilities	(16,215)	(14,911)
Long-term debt	(264,632)	(264,898)
Deferred tax liability	(11,689)	(122)
Other non-current liabilities	29,031	13,445
Betcha
Business Acquisition [Line Items]
Cash	48
Restricted Cash	245
Accounts receivable	78
Prepaid expenses and other current assets	60
Intangible Assets	4,430
Goodwill	31,931	$ 2,900
Accounts payable	(1,180)
Accrued expenses and other current liabilities	(677)
Net assets acquired	34,935
VDC Holdco, LLC [Member]
Business Acquisition [Line Items]
Cash	1,868
Accounts receivable	2,469
Prepaid expenses and other current assets	2,711
Property and equipment	264
Right of use assets - net	779
Intangible Assets	130,549
Goodwill	184,740
Other non-current assets	449
Accounts payable	(34,589)
Accrued expenses and other current liabilities	(11,291)
Deferred revenue	(1,864)
Long-term lease liabilities	(69)
Deferred tax liability	(27,721)
Net assets acquired	248,295
WD Holdings Co. [Member]
Business Acquisition [Line Items]
Cash	18,390
Accounts receivable	2,182
Inventory	49
Prepaid expenses and other current assets	259
Property and equipment	67
Right of use assets - net	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

Employee Benefit Plan

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plan

14. 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 Service (the "IRS"). The plan also provides for discretionary profit-sharing contributions and matching contributions. We contributed approximately $1.6 million, $1.3 million and $0.8 million in matching contributions for the years ended December 31, 2023, 2022 and 2021, respectively. Matching contributions expense is included in General and administrative expense in the Consolidated Statements of Operations. For the years ended December 31, 2023, 2022 and 2021 there were no discretionary profit-sharing contributions.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				2 Months Ended	12 Months Ended
	Dec. 07, 2023	Jul. 05, 2022	Oct. 18, 2021	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 26, 2022	Sep. 30, 2021	Sep. 30, 2020
Debt Securities, Available-for-Sale [Line Items]
Fair value of option contingent warrants					$ 1,600
Derivative Warrant Liabilities					Other liabilities
Derivative warrant liability					$ 20,400
Change in fair value of warrants				$ 100	$ (971)	$ (8,227)	$ 1,389
Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant expiration period					10 years
$10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 10
Class A Warrants					17
Hoya Intermediate Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants					1,000,000
Fair value of option contingent warrants					$ (1,000)	(8,200)
Maximum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 15
Minimum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 10
Hoya Topco, LLC
Debt Securities, Available-for-Sale [Line Items]
Fair value of option contingent warrants	$ 1,100
Hoya Topco, LLC \| Hoya Intermediate Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants	1				3
Warrant exercise price per share					$ 10
Hoya Topco, LLC \| Maximum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share	$ 15
Hoya Topco, LLC \| Minimum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share	$ 10
Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Interest expense – net					$ 13,505	12,858	58,179
Number of securities called by warrants			1,000,000
Warrant to purchase shares issue					17
Options forfeited or expiired						$ 200
Hoya Intermediate, LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 10
Class A Warrants					2,000,000
Hoya Intermediate, LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 15
Class A Warrants					2,000,000
Hoya Intermediate, LLC \| Maximum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share			$ 15
Hoya Intermediate, LLC \| Minimum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share			$ 10
Mirror Warrant [Member]
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 11.5
Class A Warrants					13,286,644
Warrant to purchase shares issue					24,652,557
Tendered warrants					11,365,913
Warrants issued					2,727,785
Mirror Warrant [Member] \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 10
Class A Warrants					17
Mirror Warrant [Member] \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 15
Class A Warrants					17
Other Liabilities \| Hoya Topco, LLC \| Hoya Intermediate Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants					3
Warrant exercise price per share					$ 15
Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrants exercisable period					30 days
Warrant expiration period					5 years
Warrants \| Horizon Sponsor LLC
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants					5,166,666
Change in fair value of warrants							1,300
Warrants \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants			3
Warrant exercise price per share			$ 10
Private Warrants
Debt Securities, Available-for-Sale [Line Items]
Class A Warrants					6,519,791
Interest Rate Cap [Member] \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Derivative asset, notional amount										$ 1,000
Notional Amount									$ 516,800
Interest expense – net							$ 800
Strike rate									3.50%
Class A Common Stock
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares			29,431,260
Class A Common Stock \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 15
Class A Warrants					17
Class A Common Stock \| Horizon Sponsor LLC
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares			50,000
Class A Common Stock \| Horizon Sponsor LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants					17
Warrant exercise price per share			$ 10		$ 10
Class A Common Stock \| Horizon Sponsor LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants					17
Warrant exercise price per share					$ 15
Class A Common Stock \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Warrant to purchase shares issue					17
Class A Common Stock \| Hoya Intermediate, LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 15
Class A Common Stock \| Mirror Warrant [Member] \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant to purchase shares issue					15
Class A Common Stock \| Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants			18,132,776
Warrant exercise price per share			$ 11.5
Class A Warrants		6,766,853			6,766,853
Value of Common Stock Exceeded					$ 18
Redemption price per share for warrant					$ 0.01
Number of Trading Days					20 days
Class A Common Stock \| Warrants \| Class A Public Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share					$ 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 \| Maximum
Debt Securities, Available-for-Sale [Line Items]
Number of Trading Days					30 days
Class A Common Stock \| Warrants \| Minimum
Debt Securities, Available-for-Sale [Line Items]
Stock Price					$ 18
Class A Common Stock \| Warrants \| Horizon Sponsor LLC
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares					18,132,776
Class A Common Stock \| Warrants \| Horizon Sponsor LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants			17,000,000
Class A Common Stock \| Private Warrants \| Horizon Sponsor LLC \| Class A Private Warrants
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares					6,519,791
Warrant exercise price per share					$ 11.5

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Treasury stock, shares	7,291,497	4,342,477
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	141,167,311	82,410,774
Common stock, shares outstanding	141,167,311	82,410,774
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	76,225,000	118,200,000
Common stock, shares outstanding	76,225,000	118,200,000

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Feb. 29, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Entity Registrant Name	Vivid Seats Inc.
Entity Central Index Key	0001856031
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	true
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity File Number	001-40926
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3355184
Entity Address, Address Line One	E. Washington Street,
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60602
City Area Code	312
Local Phone Number	291-9966
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Public Float			$ 328
Entity Ex Transition Period	false
Auditor Firm ID	34
Auditor Location	Chicago, Illinois
Auditor Name	Deloitte & Touche LLP
Documents Incorporated by Reference	Documents incorporated by reference: Portions of the registrant’s definitive proxy statement relating to its 2024 Annual Meeting of Stockholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.
Class A Common Stock
Document Information [Line Items]
Trading Symbol	SEAT
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		133,952,766
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		76,225,000
Warrants
Document Information [Line Items]
Trading Symbol	SEATW
Title of 12(b) Security	Warrants to purchase one share of Class A common stock
Security Exchange Name	NASDAQ

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

The following table summarizes our major classes of property and equipment, net of accumulated depreciation at December 31, 2023 and 2022 (in thousands):


	2023		2022
Computer equipment	$	2,792	$	1,935
Furniture		1,705		1,625
Leasehold Improvements		7,655		7,467
Total property and equipment		12,152		11,027
Less: accumulated depreciation		1,996		596
Total property and equipment – net	$	10,156	$	10,431

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Accrued marketing expense	$ 39,210	$ 26,873
Accrued operating expenses	20,828	13,753
Accrued customer credits	64,318	88,167
Accrued future customer compensation	33,010	30,181
Accrued contingencies	0	5,898
Accrued payroll	17,381	10,660
Other current liabilities	16,895	6,438
Total accrued expenses and other current liabilities	$ 191,642	$ 181,970

Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions						1 Months Ended				12 Months Ended
	Dec. 07, 2023	Nov. 11, 2022	Mar. 11, 2022	Nov. 02, 2021	Oct. 19, 2021	Jun. 30, 2023	Mar. 31, 2023	Nov. 30, 2022	Oct. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Oct. 18, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted										4,501,000	2,716,000
Stock Option Exercise Price					$ 13.09
Capitalized development costs										$ 0.4	$ 0.1
Weighted-average grant-date fair value per share, stock options outstanding										$ 8.02	$ 12.09	$ 13.39
Fair value of each affected stock										$ 1.6
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, exercise price, decrease				$ 12.86
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, exercise price, decrease				0.23
Directors \| Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Option Exercise Price				$ 13.09
Special dividend per share													$ 0.23
Dividend Paid Date				Nov. 02, 2021
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense										14.3	$ 8.4	$ 0.8
Unrecognized compensation expense										$ 32.3
Compensation expense expected to be recognized										2 years
Weighted-Average Grant Date Fair Value Per Share, Forfeited										$ 8.81	$ 11.24
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense										$ 10.2	$ 6.2	$ 0.8
Unrecognized compensation expense										$ 22.6
Compensation expense expected to be recognized										2 years
Outstanding Options, Granted		100,000	2,600,000		3,100,000	900,000	3,600,000
Stock Option Exercise Price		$ 8.22	$ 10.26				$ 7.17
Weighted-Average Grant Date Fair Value Per Share, Forfeited											$ 3.83
Weighted-Average Grant Date Fair Value Per Share, Cancelled										$ 3.68
Weighted-average grant-date fair value per share, stock options outstanding										2.88	3.82	$ 3.71
Weighted average grant date fair value		$ 3.66	$ 3.99				$ 3.3			$ 3.89	$ 3.71
Stock Options \| Tranche Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted						400,000
Stock Option Exercise Price						$ 23
Weighted average grant date fair value						$ 1.44
Stock Options \| Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted						200,000
Stock Option Exercise Price						$ 7.98
Weighted average grant date fair value						$ 3.22
Stock Options \| Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted						300,000
Stock Option Exercise Price						$ 17
Weighted average grant date fair value						$ 1.87
Cancellation and Repricing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options grant in fair value										$ 6.6
Stock Option Exercise Price	$ 15								$ 12.86
Stock option granted shares	894,840								894,840
Fair value of each affected stock										0.1
Remaining requisite service										3.0
Cancellation and Repricing \| Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, exercise price, decrease								$ 6.76
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted					1,000,000
Stock Option Exercise Price					$ 15
Profit Interests [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense										3.5	$ 4.5	$ 4.4
Unrecognized compensation expense										$ 1.0
Compensation expense expected to be recognized										2 years

Revenue Recognition

12 Months Ended

Dec. 31, 2023

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Revenue Recognition

4. Revenue Recognition

During the years ended December 31, 2023, 2022 and 2021, Marketplace revenues consisted of the following (in thousands):


	2023		2022		2021
Marketplace revenues:
Owned Properties	$	462,263	$	400,413	$	308,226
Private Label		135,125		110,681		81,442
Total Marketplace revenues	$	597,388	$	511,094	$	389,668

During the years ended December 31, 2023, 2022 and 2021, Marketplace revenues consisted of the following event categories (in thousands):


	2023		2022		2021
Marketplace revenues:
Concerts	$	308,507	$	251,423	$	171,149
Sports		199,837		196,467		175,471
Theater		83,273		61,483		41,745
Other		5,771		1,721		1,303
Total Marketplace revenues	$	597,388	$	511,094	$	389,668

Within the Resale segment, we sell tickets we hold in inventory on resale ticket marketplaces. Resale revenues were $115.5 million, $89.2 million, and $53.4 million during the years ended December 31, 2023, 2022 and 2021, respectively.

At December 31, 2023, Deferred revenue in the Consolidated Balance Sheets was $34.7 million, which primarily relates to our Vivid Seats Rewards loyalty program. Stamps earned under the loyalty 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 $17.6 million was recognized as revenue during the year ended December 31, 2023. At December 31, 2021, $25.1 million was recorded as deferred revenue, of which $16.2 million was recognized as revenue during the year ended December 31, 2022.

- Definition

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.

+ References + Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-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
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-Section 50
-Paragraph 12
-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//606/tableOfContent

+ Details

Summary of Significant Accounting Policies - Estimated Useful Lives of Definite Lived Intangible Assets (Details)	Dec. 31, 2023
Non Competition Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years
Supplier Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	4 years
Supplier Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	5 years
Acquired Developed Technology [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years
Acquired 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

Equity

12 Months Ended

Dec. 31, 2023

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

Equity

17. 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. Subsequent to the Merger Transaction, VSI has two classes of common stock authorized and issued: 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, 2023, 210,100,814 Intermediate Units are outstanding, equivalent to the total number of shares of Class A and Class B common stock outstanding (net of treasury stock). VSI holds 63.7% of the outstanding Intermediate Units as of December 31, 2023, 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 the 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 held.

VSI Class B Common Stock

Holders of Class B common stock are entitled to one vote for each share held but do not have economic rights in VSI. However, holders of Class B common stock receive one Intermediate Unit for each share, entitling them to economic rights in our operating entity, Hoya Intermediate (see Note 16, 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 number of shares of Class A common stock and Class B common stock outstanding, net of treasury stock, is equal to the quantity of Intermediate Units outstanding.

Share Repurchase Program

On May 25, 2022, the Board authorized a share repurchase program for up to $40.0 million of Class A common stock (the "Repurchase Program"). The Repurchase Program was announced on May 26, 2022 and its authorization was fully utilized during 2022 and the three months ended March 31, 2023. As of December 31, 2023 and 2022, we have repurchased 5.3 million shares of Class A common stock for $40.0 million and 4.3 million shares of Class A common stock for $32.5 million, respectively. The share repurchases are accounted for as Treasury stock in the Consolidated Balance Sheets.

June 2023 Secondary Offering

We completed a public offering of 18.4 million shares of Class A common stock, comprising 16.0 million shares sold on May 22, 2023 and 2.4 million shares sold on June 15, 2023 pursuant to the full exercise of the underwriters' option to purchase additional shares (the "June 2023 Secondary Offering"). The shares were purchased by the underwriters from Hoya Topco, the selling stockholder, at a price of $7.68 per share and were sold at a public offering price of $8.00 per share. Hoya Topco exchanged 18.4 million shares of Class B common stock and 18.4 million Intermediate Units for the shares of Class A common stock that it sold in the June 2023 Secondary Offering. We did not receive any proceeds from the sale of the shares by Hoya Topco in the June 2023 Secondary Offering. In connection with the June 2023 Secondary Offering, we incurred $1.5 million of expenses during the year ended December 31, 2023, which are included within General and administrative expenses in the Consolidated Statements of Operations.

December 2023 Secondary Offering and Share Repurchase

On December 12, 2023, we completed a public offering of 23.575 million shares of Class A common stock, which included 3.1 million shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares (the "December 2023 Secondary Offering" and, together with the June 2023 Secondary Offering, the “2023 Secondary Offerings”) and 2.0 million shares subject to the Share Repurchase (as defined below). The shares were purchased by the underwriters from Hoya Topco, the selling stockholder, at a price of $6.24 per share and, other than the shares subject to the Share Repurchase, were sold at a public offering price of $6.50 per share. Hoya Topco exchanged 23.575 million shares of Class B common stock and 23.575 million Intermediate Units for the shares of Class A common stock that it sold in the December 2023 Secondary Offering. We did not receive any proceeds from the sale of the shares by Hoya Topco in the December 2023 Secondary Offering. In connection with the December 2023 Secondary Offering, we incurred $0.7 million of expenses during the year ended December 31, 2023, which are included within General and administrative expenses in the Consolidated Statements of Operations.

Pursuant to the underwriting agreement for the December 2023 Secondary Offering, we repurchased 2.0 million shares of Class A common stock from the underwriters at a price of $6.24 per share (the same price per share paid by the underwriters to Hoya Topco) (the “Share Repurchase”). We funded the Share Repurchase with cash on hand. The shares repurchased pursuant to the Share Repurchase are accounted for as Treasury stock in the Consolidated Balance Sheets.

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in each component of AOCL attributable to Class A Common Stockholders (in thousands):


	Unrealized gain on investments		Foreign currency translation adjustment		Total
Balance at January 1, 2023	$	—	$	—	$	—
Other comprehensive income		106		641		747
Balance at December 31, 2023	$	106	$	641	$	747

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 14
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.3-04)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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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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+ Details

Investments - Level 3 fair value measurements (Details) - Level 3	12 Months Ended
	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Implied Yield	21.70%
Expected term (years)	6 years 6 months
Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free rate	3.90%
Estimated volatility	56.00%
Expected dividend yield	0.00%
Note
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 years 6 months

- Definition

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.

+ References

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	$ 17,178	$ 7,732	$ 2,322
Amortization of leases	818	2,170	0
Amortization of deferred financing costs and interest rate cap	924	1,052	4,472
Equity-based compensation expense	27,614	19,053	6,047
Change in fair value of warrants	(971)	(8,227)	1,389
Change in fair value of derivative asset	(536)	0	0
Change in fair value of contingent consideration	(998)	(2,065)	0
Loss on extinguishment of debt	0	4,285	35,828
Loss on asset disposals	685	369	0
Deferred taxes	(44,859)	0	0
Non-cash interest income	(261)	0	0
Interest expense paid-in-kind	0	0	25,214
Foreign currency revaluation gain	(2,177)	0	0
Tax Receivable Agreement liability adjustment	574	0	0
Change in assets and liabilities:
Accounts receivable	(17,129)	(329)	(874)
Inventory	(8,184)	(1,010)	(4,311)
Prepaid expenses and other current assets	(1,176)	42,894	7,623
Accounts payable	53,817	(30,779)	128,160
Accrued expenses and other current liabilities	(1,336)	(94,415)	14,196
Deferred paid-in-kind interest paid on May 2020 First Lien Loan	0	0	(44,141)
Deferred revenue	827	6,844	19,183
Other non-current assets and liabilities	(6,697)	(3,978)	(189)
Net cash provided by (used in) operating activities	147,320	14,375	175,790
Cash flows from investing activities
Acquisition of business, net of cash acquired	(206,865)	(8)	301
Investments in convertible promissory note and warrant	(6,000)	0	0
Purchases of property and equipment	(895)	(3,558)	(1,132)
Purchases of personal seat licenses	(542)	(165)	(76)
Investments in developed technology	(11,339)	(11,684)	(8,438)
Net cash used in investing activities	(225,641)	(15,415)	(9,345)
Cash flows from financing activities
Payments of Shoko Chukin Bank Loan	(279)
Distributions to non-controlling interests	(14,304)	(5,245)	0
Repurchases of common stock	(20,092)	(32,494)	0
Cash paid for milestone payments	(6,005)	(1,111)	0
Proceeds from PIPE Financing	0	0	475,172
Proceeds from the Merger Transaction	0	0	277,738
Redemption of Redeemable Senior Preferred Units	0	0	(236,026)
Prepayment penalty on extinguishment of debt	0	0	(27,974)
Payment of reverse recapitalization costs	0	0	(20,175)
Dividends paid to Class A Common Stock Shareholders	0	0	(17,698)
Payments of deferred financing costs and other debt-related costs	0	(4,856)	0
Net cash (used in) provided by financing activities	(43,430)	(236,480)	38,028
Impact of foreign exchange on cash, cash equivalents, and restricted cash	1,895	0	0
Net increase (decrease) in cash and cash equivalents and restricted cash	(119,856)	(237,520)	204,473
Cash, cash equivalents, and restricted cash - beginning of period	252,290	489,810	285,337
Cash, cash equivalents, and restricted cash - end of period	132,434	252,290	489,810
Supplemental disclosure of cash flow information:
Cash paid for interest	19,330	14,794	72,736
Cash paid for income tax	4,021	0	0
Cash paid for operating lease liabilities	1,165	3,113	0
Acquisition non-cash consideration	95,497	0	21,306
Property and equipment acquired through tenant improvement allowance	0	6,472	0
Right-of-use assets obtained in exchange for lease obligations	0	3,406	0
Establishment of liabilities under Tax Receivable Agreement	165,202	0	0
Establishment of deferred tax assets under the 2023 Secondary Offerings and other equity transactions	67,073	0	0
Equity-based compensation expense related to capitalized development costs	428	79	0
Hoya Intermediate, LLC
Cash flows from operating activities
Net income (loss)	113,141	70,779	(19,129)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	17,178	7,732	2,322
Change in fair value of contingent consideration	(998)	(2,065)	0
Loss on extinguishment of debt	0	4,285	35,828
February 2022 First Lien Loan
Cash flows from financing activities
Proceeds from February 2022 First Lien Loan	0	275,000	0
Payments of February 2022 First Lien Loan	(2,750)	(2,062)	0
May 2020 First Lien Loan
Cash flows from financing activities
Payments of May 2020 First Lien Loan	0	0	(260,000)
Supplemental disclosure of cash flow information:
Paid-in-kind interest added to May 2020 First Lien Loan principal	0	0	28,463
June 2017 First Lien Loan
Cash flows from financing activities
Payments of June 2017 First Lien Loan	$ 0	$ (465,712)	$ (153,009)

Business Acquisition

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Acquisition

3. Business Acquisitions

During the fiscal year 2023, we acquired VDC Holdco, LLC, the parent company of Vegas.com, LLC (together, “Vegas.com”), and WD Holdings Co., Ltd., the parent company of Wavedash Co., Ltd. (together, “Wavedash”). These transactions have been accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations.

Vegas.com

On November 3, 2023 (the "Vegas.com Acquisition Date"), we acquired 100% of the outstanding shares of Vegas.com, an online ticket marketplace headquartered in Las Vegas, Nevada (the “Vegas.com Acquisition”). The purchase price was $248.3 million, comprising $152.8 million in cash and approximately 15.6 million shares of Class A common stock. We financed the cash portion of the Vegas.com Acquisition at closing with cash on hand, as well as cash balances acquired.

The goodwill acquired in the Vegas.com Acquisition is not expected to be deductible for income tax purposes. The goodwill, which is included in our Marketplace segment, is primarily attributable to revenue opportunities with the Vegas.com services offerings and the assembled workforce.

The purchase consideration allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process. The primary areas that are not yet finalized relate to the valuations of certain intangible assets 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 Vegas.com Acquisition Date.

Acquisition costs directly related to the Vegas.com Acquisition were $1.9 million for the year ended December 31, 2023 and are included in General and administrative expenses in the Consolidated Statements of Operations.

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


Cash	$	1,868
Accounts receivable		2,469
Prepaid expenses and other current assets		2,711
Property and equipment		264
Intangible assets		130,549
Goodwill		184,740
Right-of-use assets – net		779
Other non-current assets		449
Accounts payable		(34,589	)
Accrued expenses and other current liabilities		(11,291	)
Deferred revenue		(1,864	)
Long-term lease liabilities		(69	)
Deferred tax liability		(27,721	)
Net assets acquired	$	248,295

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


	Cost		Estimated Useful Life
Tradename	$	43,669	Indefinite
Supplier relationships		37,160	4 years
Customer relationships		27,590	3 years
Acquired developed technology		22,130	4 years
Total acquired intangible assets	$	130,549

Since the date of acquisition, Vegas.com has contributed revenue and income before income taxes of $15.7 million and $1.0 million, respectively.

Unaudited Pro forma Financial Information


	Years Ended December 31,
	2023		2022
Revenues	$	797,879	$	688,629
Income before income taxes		79,007		74,026

The unaudited pro forma financial information presented above is for informational purposes only and is not necessarily indicative of the actual results of operations that might have occurred had the Vegas.com Acquisition occurred on January 1, 2022, nor are they necessarily indicative of future results. The unaudited pro-forma information for all periods presented above reflects the following adjustments, where applicable, assuming the acquisition of Vegas.com had occurred on January 1, 2022: (i) incremental amortization expense related to the long-lived intangible assets acquired in the Vegas.com Acquisition; (ii) reclassification of transaction costs incurred in connection to the Vegas.com Acquisition to the earliest year presented; (iii) alignment of Vegas.com’s revenue recognition with our policies; and (iv) elimination of interest expense incurred by Vegas.com prior to the Vegas.com Acquisition.

Wavedash

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

The goodwill recognized in the Wavedash Acquisition is not expected to be deductible for income tax purposes. The goodwill, which is included in our Marketplace segment, is primarily attributable to revenue opportunities associated with Wavedash’s service offerings and assembled workforce.

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 Wavedash Acquisition Date. In connection with the Wavedash Acquisition, we also assumed long-term debt which matures in the second quarter of 2026, subject to a fixed interest rate. See Note 13, Debt, for more information.

Acquisition costs directly related to the Wavedash Acquisition were $2.7 million for the year ended December 31, 2023, and are included in General and administrative expenses in the Consolidated Statements of Operations.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the Wavedash 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 Wavedash Acquisition Date:


	Cost		Estimated Useful Life
Tradename	$	2,173	Indefinite
Supplier relationships		19,963	5 years
Customer relationships		5,500	4 years
Acquired developed technology		4,210	3 years
Total acquired intangible assets	$	31,846

Pro forma financial information for the Wavedash Acquisition was not considered material to our consolidated financial statements and has not been presented.

Vivid Picks

On December 13, 2021 (the “Vivid Picks Acquisition Date"), we acquired 100% ownership of Betcha (the "Vivid Picks Acquisition"). 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 Vivid Picks Acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting. Acquisition costs directly related to the Vivid Picks Acquisition 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 Vivid Picks Acquisition Date fair value of the consideration consisted of $0.8 million in cash and 2.1 million shares of Class A common stock.

The total consideration included cash earnouts of $3.4 million as of the Vivid Picks Acquisition Date representing the estimated fair value that we would be obligated to pay if Vivid Picks met certain earnings objectives. The cash earnouts are measured at fair value using a Monte Carlo simulation model. The change in fair value of cash earnouts is presented in Change in fair value of contingent consideration on the Consolidated Statements of Operations. As of December 31, 2023 the estimated fair value of cash earnouts was zero. For the years ended December 31, 2023 and 2022, the estimated fair value of cash earnouts decreased by $1.0 million and $2.1 million, respectively. For the years ended December 31, 2023 and 2022, we made no payments related to cash earnouts.

In addition, the consideration included future milestone payments of $9.5 million as of the Vivid Picks Acquisition Date representing the estimated fair value that we would be obligated to pay upon the achievement of certain integration objectives. For the year ended December 31, 2023, we paid milestone payments of $6.0 million in cash. For the year ended December 31, 2022, we paid milestone payments which consisted of 0.3 million shares of Class A common stock and $1.1 million in cash. As of December 31, 2023, the integration objectives were fully met, and we do not have future liabilities related to milestone payments.

As part of the Vivid Picks 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.

Pro forma 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 Vivid Picks Acquisition Date. The excess of the purchase price over the net assets acquired was recorded as goodwill in the Marketplace segment. 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' 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 Vivid Picks Acquisition Date. The adjustments primarily consisted of $0.9 million in definite-lived intangible assets and $2.9 million in goodwill. See Note 9, Goodwill and Intangible Assets, for the acquisition adjustment. We have finalized acquisition accounting for the Vivid Picks 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 Vivid Picks 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 as of the Vivid Picks Acquisition Date (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


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

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

20. Income Taxes

VSI is 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 and state income tax purposes. Generally, entities characterized as a partnership for federal and state income tax purposes are not subject to entity-level income taxes. Hoya Intermediate’s taxable income or loss is passed through to its members, including VSI and Hoya Topco, each of whom are responsible for their own U.S. federal and state income taxes. Other subsidiaries of VSI are treated as corporations and will separately file and pay taxes apart from VSI in various jurisdictions, including the United States (federal, state, and local), Canada, and Japan. We anticipate this structure to remain in existence for the foreseeable future.

Components of income (loss) from operations before income taxes for the years ended December 31 2023, 2022 and 2021 were as follows (in thousands):


	2023		2022		2021
United States	$	68,166	$	68,416	$	(17,859	)
Foreign		2,776		773		(966	)
Total income (loss) before income taxes	$	70,942	$	69,189	$	(18,825	)

During the years ended December 31, 2023, 2022 and 2021, significant components of income tax expense (benefit) were as follows (in thousands):


	2023			2022			2021
Current
U.S. Federal	$	1,084		$	15		$	—
State & Local		326			248			304
Foreign		1,250			—			—
Total current income tax expense (benefit)		2,660			263			304
Deferred
U.S. Federal		(38,915	)		—			—
State & Local		(5,572	)		—			—
Foreign		(372	)		(1,853	)		—
Total deferred income tax expense (benefit)		(44,859	)		(1,853	)		—
Total income tax expense (benefit)	$	(42,199	)	$	(1,590	)	$	304

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% for the years ended December 31, 2023, 2022 and 2021 to our income tax (expense) benefit was as follows:


	2023			2022			2021
At U.S. statutory tax rate		21.0	%		21.0	%		21.0	%
State income taxes		2.2	%		1.8	%		(1.1	)%
Foreign rate differential		0.4	%		0.1	%		0.3	%
Pass-through loss / (income)		—	%		—	%		(14.3	)%
Noncontrolling interests		(10.9	)%		(12.3	)%		(2.7	)%
Change in valuation allowance		(131.9	)%		(23.1	)%		(3.5	)%
Deferred tax partnership adjustment		30.8	%		10.1	%		—	%
Warrants remeasurement		—	%		—	%		(1.4	)%
Research & Development Credit		(1.1	)%		(0.5	)%		—	%
Impact of restructuring		28.6	%		—	%		—	%
Limitation on compensation deductions		1.5	%		—	%		—	%
Other		(0.1	)%		0.6	%		0.1	%
Total income tax expense (benefit)		(59.5	)%		(2.3	)%		(1.6	)%

As of December 31, 2023 and 2022, our deferred tax balances consisted of the following (in thousands):


	2023			2022
Deferred Tax Assets
Net operating loss	$	11,972		$	12,740
Interest carryforwards		16,689			15,919
Investment in partnerships		44,894			91,302
Tax Receivable Agreement		40,994			—
Stock-based compensation		2,665			—
Other		1,914			748
Total deferred tax assets		119,128			120,709
Valuation allowance		(32,318	)		(118,734	)
Total deferred tax assets net of valuation allowance		86,810			1,975
Deferred Tax Liabilities
Intangibles		9,841			—
Other		1,848			122
Total Deferred Tax Liabilities		11,689			122
Net Deferred Tax Assets / (Liabilities)	$	75,121		$	1,853

We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized. Valuation allowances have been established primarily with regard to the tax benefits of a portion of our investment in partnership and certain foreign tax attributes. 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 $32.3 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, 2023.

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 we do not expect to have sufficient sources of future capital gains to offset this future capital loss, we have not disclosed a deferred tax asset for this portion of the basis difference in the investment in the partnership, nor the associated valuation allowance. However, reflected in Income tax expense (benefit) for the year ended December 31, 2023 is a valuation allowance release of $6.1 million related to the excluded portion of the deferred tax asset and valuation allowance on the basis difference in the investment in the partnership, which $5.8 million resulted from the 2023 Secondary Offerings and

$0.3 million resulted from the Share Repurchase. We estimate that up to $12.7 million of future valuation allowance release associated with the excluded portion of the deferred tax asset and valuation allowance may result from future ownership changes. We continue to disclose the deferred tax asset associated with items expected to be recovered through ordinary business operations; however, the portion of deferred tax asset disclosed for which no ordinary tax benefit is expected due to partnership allocation rules is offset by a valuation allowance.

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


	2023			2022			2021
Balance at beginning of period	$	118,734		$	145,668		$	1,828
Prior period adjustments(1)		(14,536	)		(6,154	)		—
(Credited) charged to costs and expenses		(72,968	)		(15,961	)		646
(Credited) charged to other accounts		1,088			(4,819	)		143,194
Deductions		—			—			—
Ending balance	$	32,318		$	118,734		$	145,668

(1) In 2022, this adjustment relates to a true-up of the investment in partnership deferred tax asset and related valuation allowance which has been updated to remove partnership tax basis that we expect will only reverse upon sale as a capital loss. In 2023, there was an adjustment to the investment in partnership and net operating loss deferred tax assets and related valuation allowance. These adjustments had no net impact to tax expense (benefit) in either period.

As of December 31, 2023, our deferred tax assets were primarily the result of our investment in partnership, Tax Receivable Agreement, net operating losses, interest limitations, and tax credit carryforwards. As of December 31, 2022, a full valuation allowance was maintained against our U.S. deferred tax assets on the basis of our reassessment of the amount of the deferred tax assets that are more likely than not to be realized. As of each reporting date we consider new evidence, both positive and negative, that could affect our view of the future realization of deferred tax assets. As of June 30, 2023, in part because in the current year we entered into a cumulative income position in the U.S. federal tax jurisdiction, we determined that there is sufficient positive evidence to conclude that it is more likely than not that 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.

As of December 31, 2022, we determined that there was 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.

At December 31, 2023, we had U.S. state operating loss carryforwards totaling $17.5 million, and U.S. federal operating loss carryforwards totaling $38.6 million. Certain of the U.S. federal and state operating loss carryforwards begin to expire in 2029 with the remainder of the federal and state net operating loss carryforwards having no expiration date. Certain tax attributes remain subject to an annual limitation under Internal Revenue Code section 382 as a result of the historical acquisitions.

At December 31, 2023, with respect to our operations outside the United States, we had foreign operating loss carryforwards totaling $8.1 million, which begin to expire in 2037.

At December 31, 2023, 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 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:


	2023		2022
Balance at beginning of the year	$	7,500	$	—
Tax positions taken in the prior year		—		7,500
Balance at end of the year	$	7,500	$	7,500

We classified interest and penalties associated with income taxes in income tax expense (benefit) within the Consolidated Statements of Operations. A liability of $0.5 million has been recognized related to interest and penalties as of December 31, 2023, all of which was accrued in 2023. 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, 2023.

We are subject to routine audits by taxing jurisdictions. The periods subject to tax audits are 2019 through 2023. There are currently no audits for any tax periods in progress.

Tax Receivable Agreement

In connection with the Merger Transaction, we entered into the TRA 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 TRA.

TRA-related liabilities are classified as current or long-term based on the expected date of payment. As of December 31, 2023, $0.1 million is due within 12 months and included as a current liability. The remaining liability is included in TRA liability within long-term liabilities in the Consolidated Balance Sheets.

Amounts payable under the TRA are contingent upon the generation of future taxable income over the term of the TRA and future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related payments. As of December 31, 2023, we estimate that the tax savings associated with all tax attributes described above would aggregate to approximately $195.0 million. Under this scenario we would be required to pay approximately 85% of such amount, or $165.8 million, primarily over the next 15 years.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-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
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

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
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Leases - summarizes the weighted average minimum lease term and incremental borrowing rate (Details)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining minimum lease term	8 years 1 month 6 days	9 years 8 months 12 days
Weighted average incremental borrowing rate	7.40%	7.00%

Impairments - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Impairment of definite-lived intangible assets	$ 125,726
Impairment charges	377,100	$ 377,100
Goodwill	$ 947,359	$ 715,258	$ 718,204

- Definition

+ References + Details

Equity-Based Compensation - Summary of Activity for Unit Awards (Details) - Hoya Topco, LLC - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Class B-1 Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	836,000	845,000	855,000
Granted	0	0	0
Repurchased	0	0	0
Forfeited	0	(9,000)	(10,000)
Ending Balances	836,000	836,000	845,000
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 2.32	$ 2.32	$ 2.32
Weighted-Average Grant Date Fair Value Per Share, Granted	0	0	0
Weighted-Average Grant Date Fair Value Per Share, Repurchased	0	0	0
Weighted-Average Grant Date Fair Value Per Share, Forfeited	0	2.32	2.32
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 2.32	$ 2.32	$ 2.32
Class E Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	500,765	500,765	500,765
Granted	0	0	0
Repurchased	0	0
Forfeited	0	0	0
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, Granted	0	0	0
Weighted-Average Grant Date Fair Value Per Share, Repurchased	0	0	0
Weighted-Average Grant Date Fair Value Per Share, Forfeited	0	0	0
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 25.46	$ 25.46	$ 25.46
Class D Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	1,952,330	1,987,840	2,048,240
Granted	0	0	0
Repurchased	0	0	0
Forfeited	0	(35,510)	(60,400)
Ending Balances	1,952,330	1,952,330	1,987,840
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 4.6	$ 4.6	$ 4.67
Weighted-Average Grant Date Fair Value Per Share, Granted	0	0	0
Weighted-Average Grant Date Fair Value Per Share, Repurchased	0	0	0
Weighted-Average Grant Date Fair Value Per Share, Forfeited	0	2.91	7.01
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 4.6	$ 4.6	$ 4.6

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Loss from Continuing Operations Before Income Taxes

Components of income (loss) from operations before income taxes for the years ended December 31 2023, 2022 and 2021 were as follows (in thousands):


	2023		2022		2021
United States	$	68,166	$	68,416	$	(17,859	)
Foreign		2,776		773		(966	)
Total income (loss) before income taxes	$	70,942	$	69,189	$	(18,825	)

Schedule of Components of Income Tax Expense

During the years ended December 31, 2023, 2022 and 2021, significant components of income tax expense (benefit) were as follows (in thousands):


	2023			2022			2021
Current
U.S. Federal	$	1,084		$	15		$	—
State & Local		326			248			304
Foreign		1,250			—			—
Total current income tax expense (benefit)		2,660			263			304
Deferred
U.S. Federal		(38,915	)		—			—
State & Local		(5,572	)		—			—
Foreign		(372	)		(1,853	)		—
Total deferred income tax expense (benefit)		(44,859	)		(1,853	)		—
Total income tax expense (benefit)	$	(42,199	)	$	(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 the years ended December 31, 2023, 2022 and 2021 to our income tax (expense) benefit was as follows:


	2023			2022			2021
At U.S. statutory tax rate		21.0	%		21.0	%		21.0	%
State income taxes		2.2	%		1.8	%		(1.1	)%
Foreign rate differential		0.4	%		0.1	%		0.3	%
Pass-through loss / (income)		—	%		—	%		(14.3	)%
Noncontrolling interests		(10.9	)%		(12.3	)%		(2.7	)%
Change in valuation allowance		(131.9	)%		(23.1	)%		(3.5	)%
Deferred tax partnership adjustment		30.8	%		10.1	%		—	%
Warrants remeasurement		—	%		—	%		(1.4	)%
Research & Development Credit		(1.1	)%		(0.5	)%		—	%
Impact of restructuring		28.6	%		—	%		—	%
Limitation on compensation deductions		1.5	%		—	%		—	%
Other		(0.1	)%		0.6	%		0.1	%
Total income tax expense (benefit)		(59.5	)%		(2.3	)%		(1.6	)%

Schedule of Deferred Tax Assets and Liabilities

As of December 31, 2023 and 2022, our deferred tax balances consisted of the following (in thousands):


	2023			2022
Deferred Tax Assets
Net operating loss	$	11,972		$	12,740
Interest carryforwards		16,689			15,919
Investment in partnerships		44,894			91,302
Tax Receivable Agreement		40,994			—
Stock-based compensation		2,665			—
Other		1,914			748
Total deferred tax assets		119,128			120,709
Valuation allowance		(32,318	)		(118,734	)
Total deferred tax assets net of valuation allowance		86,810			1,975
Deferred Tax Liabilities
Intangibles		9,841			—
Other		1,848			122
Total Deferred Tax Liabilities		11,689			122
Net Deferred Tax Assets / (Liabilities)	$	75,121		$	1,853

Summary Of Valuation Allowance

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


	2023			2022			2021
Balance at beginning of period	$	118,734		$	145,668		$	1,828
Prior period adjustments(1)		(14,536	)		(6,154	)		—
(Credited) charged to costs and expenses		(72,968	)		(15,961	)		646
(Credited) charged to other accounts		1,088			(4,819	)		143,194
Deductions		—			—			—
Ending balance	$	32,318		$	118,734		$	145,668

Summary of Unrecognized Tax Benefits

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


	2023		2022
Balance at beginning of the year	$	7,500	$	—
Tax positions taken in the prior year		—		7,500
Balance at end of the year	$	7,500	$	7,500

Redeemable Noncontrolling Interests

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests

16. Redeemable noncontrolling Interests

As of December 31, 2023, Hoya Topco held 100% of the Class B common stock and 36.3% of the Intermediate Units, representing a redeemable noncontrolling interest in VSI. Hoya Topco has the right to exchange its Intermediate Units for shares of VSI’s Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption. The ability to exchange Intermediate Units for shares of Class A common stock is solely within the control of Hoya Topco. The option to redeem Intermediate Units for cash proceeds must be approved by VSI's Board of Directors (the "Board"), which as of December 31, 2023 consisted of a majority of directors nominated by affiliates of Hoya Topco and GTCR, LLC pursuant to our stockholders’ agreement. The ability to put the Intermediate Units is solely within the control of the holder of the redeemable noncontrolling interest. 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 is subject to the Board's approval.

Net income (loss) attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate's net income (loss) incurred in the period by Hoya Topco's weighted average percentage allocation of Intermediate Units during the period. See Note 22, Earnings per Share, for computation of net income (loss) attributable to redeemable noncontrolling interests.

Investments

12 Months Ended

Dec. 31, 2023

Investments [Abstract]

Investment Text Block

11. 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 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 Consolidated Statements of Comprehensive Income until realized. The Note's unrealized gain for the year ended December 31, 2023 was $0.2 million. The Note's amortized cost amounted to $2.7 million at December 31, 2023. We did not recognize any credit losses related to the Note during the year ended December 31, 2023.

We account for the Warrant in accordance with ASC 815, Derivatives and Hedging, pursuant to which we record the derivative instrument on the Consolidated Balance Sheets at fair value with changes in fair value recognized in Other (income) expense on the Consolidated Statements of Operations on a recurring basis. The classification of the derivative instrument, including whether it should be recorded as an asset or a liability, is evaluated at the end of each reporting period.

We measure our investments at fair value on recurring basis, and the balances at December 31, 2023 are as follows (in thousands):


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
December 31, 2023
Note	$	—	$	—	$	2,868	$	2,868
Warrant		—		—		4,125		4,125
	$	—	$	—	$	6,993	$	6,993

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 at December 31, 2023:


Assets	Significant Unobservable Inputs	2023
Note	Expected terms (years)		6.5
	Implied Yield		21.7	%
Warrant	Expected terms (years)		6.5
	Estimated volatility		56.0	%
	Risk-free rate		3.9	%
	Expected dividend yield		0	%

The following table provides a reconciliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs for the year ended December 31, 2023 (in thousands):


	Note		Warrant
Balance at July 3, 2023 (inception)	$	2,411	$	3,589
Accretion of discount		23		—
Interest paid-in-kind		238		—
Total unrealized gains or losses:
Recognized in earnings		—		536
Recognized in Other comprehensive income (loss)		196		—
Balance at December 31, 2023	$	2,868	$	4,125

Equity-Based Compensation - Summary of Activity for Stock Option (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Outstanding Options, Beginning Balance	6,125,000	4,061,000
Outstanding Options, Granted	4,501,000	2,716,000
Outstanding Options, Forfeited	0	(597,000)
Outstanding Options, Expired	(29,000)	(55,000)
Outstanding Options, Cancelled	1,790,000
Outstanding Options, Ending Balance	8,807,000	6,125,000
Outstanding Options, Vested and exercisable	2,329,000
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 12.09	$ 13.39
Weighted Average Exercise Price, Granted	9.23	10.17
Weighted Average Exercise Price, Forfeited	0	12.03
Weighted Average Exercise Price, Expired	13.35	13.39
Weighted Average Exercise Price, Cancelled	13.93
Weighted Average Exercise Price, Outstanding, Ending Balance	8.02	$ 12.09
Weighted Average Exercise Price, Vested and exercisable	$ 11.26
Weighted Average Remaining Contractual Term, Outstanding	9 years	9 years
Aggregate Intrinsic Value, Outstanding	$ 0	$ 0
Aggregate Intrinsic Value, Vested and exercisable	$ 0

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

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

Summary of Activity for RSUs

A summary of activity for RSUs is as follows (in thousands, except per share data):


	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
Granted		2,775			7.22
Forfeited		(232	)		8.81
Vested		(1,228	)		10.62
Unvested at December 31, 2023		3,866		$	8.35

Summary of Activity for Stock Option

A summary of activity for stock options is as follows (in thousands, except price per option data):


	Outstanding Options			Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		4,061		$	13.39
Granted		2,716			10.17
Forfeited		(597	)		12.03
Expired		(55	)		13.39
Outstanding at December 31, 2022		6,125		$	12.09		9	$	—
Granted		4,501			9.23
Forfeited		—			—
Expired		(29	)		13.35
Cancelled		(1,790	)		13.93
Outstanding at December 31, 2023		8,807		$	8.02		9	$	—
Vested and exercisable at December 31, 2023		2,329		$	11.26		—	$	—

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:


	December 7, 2023			June 14, 2023			March 10, 2023			November 11, 2022			March 11, 2022			October 19, 2021
Estimated volatility	47.0% - 48.0%				42.0	%		42.0	%		40.0	%		37.5	%		28.0	%
Expected term (years)	7.87 - 8.93				7.0			5.9			5.9			5.9			10.0
Risk-free rate		4.2	%		4.0	%		3.9	%		3.9	%		2.0	%		1.7	%
Expected dividend yield		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%

Hoya Topco, LLC

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

Summary of Activity for Unit Awards

The following table summarizes the Hoya Topco Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2023, 2022, and 2021:


	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, 2021		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
Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		—			—		—			—		—		—
Balances at December 31, 2023		836,000		$	2.32		1,952,330		$	4.60		500,765	$	25.46

- Definition

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.

+ References

+ Details

Background, Description of Business and basis of presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 18, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents		$ 125,484	$ 251,542
Merger Transaction fees	$ 54,300
Acquisition of noncontrolling interests from Business Transaction				$ 32,700
Dividends, Paid-in-kind		$ 0	0	$ 44,141
Maximum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 15
Minimum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		10
Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	29,431,260
Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	118,200,000
$10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		10
$15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 15
Dollar Ten and Fifteen Exercise Warrants[Member] \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 15
Horizon Sponsor LLC
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents	$ 293,200
Stock issued during period, values	475,200
Repayments of debt	482,400
Acquisition of noncontrolling interests from Business Transaction	$ 18,700		$ 15,500
Horizon Sponsor LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	50,000
Stock Issued During Period, Shares, New Issues	47,517,173
Horizon Sponsor LLC \| $10 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		17
Warrant exercise price per share	$ 10	$ 10
Horizon Sponsor LLC \| $15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		17
Warrant exercise price per share		$ 15
Horizon Sponsor LLC \| Private Warrants [Member] \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 11.5
Hoya Intermediate, LLC
Defined Benefit Plan Disclosure [Line Items]
Redemption of preferred units	$ 236,000
Stock value issued for exercise of warrants	1,000,000
Hoya Intermediate, LLC \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 15
Hoya Intermediate, LLC \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 10
Hoya Intermediate, LLC \| $10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		10
Hoya Intermediate, LLC \| $15 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		15
Hoya Intermediate, LLC \| $15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 15
Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	18,132,776
Warrant exercise price per share	$ 11.5
Warrants \| Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	6,000,000
Warrant exercise price per share	$ 0.001
Warrants \| Horizon Sponsor LLC
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		5,166,666
Warrants \| Horizon Sponsor LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares		18,132,776
Warrants \| Horizon Sponsor LLC \| $10 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	17,000,000
Warrants \| Horizon Sponsor LLC \| Dollar Ten and Fifteen Exercise Warrants[Member] \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	17,000,000
Warrants \| Horizon Sponsor LLC \| Private Warrants [Member] \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	6,519,791
Warrants \| Hoya Intermediate, LLC
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3
Warrant exercise price per share	$ 10
Warrants \| Hoya Intermediate, LLC \| Common Units
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 15

Equity-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

21. Equity-Based Compensation

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

RSUs

We award RSUs to our employees, directors and certain consultants. RSUs generally vest over periods from one to four 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, except per share data):


	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
Granted		2,775			7.22
Forfeited		(232	)		8.81
Vested		(1,228	)		10.62
Unvested at December 31, 2023		3,866		$	8.35

Stock options

Our stock options provide for the purchase of shares of Class A common stock in the future at an exercise price set on the grant (or modification) date. Our stock option awards vest over three years, with one-third vesting on the one-year anniversary of the grant date and the remaining options vesting on a quarterly basis thereafter, with the exception of the October 2021 Options (as defined below), which vest in equal quarterly installments over four years. Stock options granted to employees have a contractual term of ten years from the grant date, subject to the employee’s continued service through the applicable vesting date. Stock options granted to consultants have a contractual term of seven years from the grant date, subject to the consultant’s continued service through the applicable vesting date.

October 2021 Options. On October 19, 2021, we granted to certain employees 3.1 million stock options at an exercise price of $13.09 per share and 1.0 million stock options at an exercise price of $15.00 per share (collectively, the "October 2021 Options"). The fair value of the October 2021 Options was estimated on the grant date using the Hull-White model. The 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 the outstanding October 2021 Options with an exercise price of $13.09 per share was modified and reduced by the same $0.23 per share to $12.86 per share. The amount recognized in the compensation expense relating to stock option modification for the year ended December 31, 2021 is immaterial.

March 2022 Options. On March 11, 2022, we granted to certain employees 2.6 million stock options at an exercise price of $10.26 per share and a grant date fair value of $3.99 per option (the "March 2022 Options"). The fair value of the March 2022 Options was estimated on the grant date using the Black-Scholes model.

November 2022 Options. On November 11, 2022, we granted to certain employees 0.1 million stock options at an exercise price of $8.22 per share and a grant date fair value of $3.66 (the "November 2022 Options"). The fair value of the November 2022 Options was estimated on the grant date using the Black-Scholes model.

March 2023 Options. In March 2023, we granted to certain employees 3.6 million stock options at an exercise price of $7.17 per share and a grant date fair value of $3.30 per option. The fair value of these stock options was estimated on the grant date using the Black-Scholes model.

June 2023 Options. In June 2023, we granted to certain consultants 0.9 million stock options, divided into three tranches of 0.2 million, 0.3 million and 0.4 million options at exercise prices of $7.98, $17.00 and $23.00 per share, respectively, and grant date fair values of $3.22, $1.87 and $1.44 per option, respectively. The fair value of these stock options was estimated on the grant date using the Hull-White model.

December 2023 Cancellation and Repricing. On December 7, 2023 (the "Effective Date"), 894,840 of the October 2021 Options with an exercise price of $15.00 per share and 894,840 of the October 2021 Options with an exercise price of $12.86 per share were cancelled. Also on the Effective Date, the exercise price of the remaining October 2021 Options, as well as all outstanding March 2022 Options and November 2022 Options, was reduced to $6.76 per share, the closing price of the Class A common stock on the Effective Date, provided that if any of such stock options are exercised prior to the one-year anniversary of the Effective Date, the holder will be required to pay the original exercise price (the “Cancellation and Repricing”). The Cancellation and Repricing were treated as a modification of the affected stock options. The incremental fair value of the modification, which was calculated based on the difference between the fair value of each affected stock option immediately before and after the Cancellation and Repricing using the Hull-White model, was less than $0.1 million. The cancelled October 2021 Options had a grant date fair value of $6.6 million, of which $3.0 million had not yet been recognized as of the Effective Date. That amount will be recognized over the remaining requisite service period of the remaining October 2021 Options and March 2022 Options.

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


	December 7, 2023			June 14, 2023			March 10, 2023			November 11, 2022			March 11, 2022			October 19, 2021
Estimated volatility	47.0% - 48.0%				42.0	%		42.0	%		40.0	%		37.5	%		28.0	%
Expected term (years)	7.87 - 8.93				7.0			5.9			5.9			5.9			10.0
Risk-free rate		4.2	%		4.0	%		3.9	%		3.9	%		2.0	%		1.7	%
Expected dividend yield		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%

A summary of activity for stock options is as follows (in thousands, except price per option data):


	Outstanding Options			Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2021		4,061		$	13.39
Granted		2,716			10.17
Forfeited		(597	)		12.03
Expired		(55	)		13.39
Outstanding at December 31, 2022		6,125		$	12.09		9	$	—
Granted		4,501			9.23
Forfeited		—			—
Expired		(29	)		13.35
Cancelled		(1,790	)		13.93
Outstanding at December 31, 2023		8,807		$	8.02		9	$	—
Vested and exercisable at December 31, 2023		2,329		$	11.26		—	$	—

The weighted-average grant date fair value per stock options outstanding as of December 31, 2023, 2022 and 2021 was $2.88, $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 $3.89 and $3.71 during the years ended December 31, 2023 and 2022, respectively. The weighted-average grant-date fair value for stock options cancelled was $3.68 during the year ended December 31, 2023.

Profits Interests 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 model.

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

The following table summarizes the Hoya Topco Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2023, 2022, and 2021:


	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, 2021		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
Units granted		—			—		—			—		—		—
Units repurchased		—			—		—			—		—		—
Units forfeited		—			—		—			—		—		—
Balances at December 31, 2023		836,000		$	2.32		1,952,330		$	4.60		500,765	$	25.46

Compensation expense

For the years ended December 31, 2023, 2022 and 2021, equity-based compensation expense related to RSUs was $14.3 million, $8.4 million and $0.8 million, respectively. Unrecognized compensation expense relating to unvested RSUs as of December 31, 2023 was approximately $32.3 million, which is expected to be recognized over a weighted average period of approximately two years.

For the years ended December 31, 2023, 2022 and 2021, equity-based compensation expense related to stock options was $10.2 million, $6.2 million and $0.8 million, respectively. Unrecognized compensation expense relating to unvested stock options as of December 31, 2023 was approximately $22.6 million, which is expected to be recognized over a weighted average period of approximately two years.

For the years ended December 31, 2023, 2022 and 2021, equity-based compensation expense related to profit interests was $3.5 million, $4.5 million and $4.4 million, respectively. Unrecognized compensation expense as of

December 31, 2023 related to these incentive units was $1.0 million, which is expected to be recognized over a weighted average period of approximately two years.

For the years ended December 31, 2023 and 2022, equity-based compensation expense excludes $0.4 million and $0.1 million related to capitalized development costs.

Investments (Tables)

12 Months Ended

Dec. 31, 2023

Investments [Abstract]

Investment Holdings, Schedule of Investments [Table Text Block]

We measure our investments at fair value on recurring basis, and the balances at December 31, 2023 are as follows (in thousands):


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
December 31, 2023
Note	$	—	$	—	$	2,868	$	2,868
Warrant		—		—		4,125		4,125
	$	—	$	—	$	6,993	$	6,993

Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Table Text Block]

The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements at December 31, 2023:


Assets	Significant Unobservable Inputs	2023
Note	Expected terms (years)		6.5
	Implied Yield		21.7	%
Warrant	Expected terms (years)		6.5
	Estimated volatility		56.0	%
	Risk-free rate		3.9	%
	Expected dividend yield		0	%

Investment Company, Financial Highlights [Table Text Block]

The following table provides a reconciliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs for the year ended December 31, 2023 (in thousands):


	Note		Warrant
Balance at July 3, 2023 (inception)	$	2,411	$	3,589
Accretion of discount		23		—
Interest paid-in-kind		238		—
Total unrealized gains or losses:
Recognized in earnings		—		536
Recognized in Other comprehensive income (loss)		196		—
Balance at December 31, 2023	$	2,868	$	4,125

Earnings Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

22. 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 income (loss) attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate's net income (loss) for each quarterly period by Hoya Topco's weighted average percentage ownership of Intermediate Units during the period. See Note 16, Redeemable Noncontrolling Interest, for detail on Hoya Topco’s right to exchange its Intermediate Units.

The following table provides the net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests for the years ended December 31, 2023 and 2022, and the period from October 18, 2021 to December 31, 2021:


	2023			2022			2021
Net income (loss)—Hoya Intermediate	$	69,420		$	70,794		$	(5,024	)
Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income (loss)		55.6	%		59.5	%		59.9	%
Net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests	$	38,605		$	42,117		$	(3,010	)

Net income (loss) attributable to Class A common stockholders–basic is calculated by subtracting the portion of Hoya Intermediate's net income (loss) attributable to redeemable noncontrolling interests from our total net income, which includes our net income for activities outside of our investment in Hoya Intermediate, including income tax expense for VSI's portion of income, 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 Class A common share equivalents outstanding for the period determined using the treasury stock and if-converted methods, as applicable. Net income (loss) attributable to Class A common stockholders–diluted is adjusted for (i) our share of Hoya Intermediate’s consolidated net income (loss) after giving effect to Intermediate Units that convert into potential shares of 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 tables set forth the computation of basic and diluted net income (loss) per share of Class A common stock for the years ended December 31, 2023 and 2022, and the period from October 18, 2021 to December 31, 2021 (in thousands, except share and per share data):


	2023			2022			2021
Numerator—basic:
Net income (loss)	$	113,141		$	70,779		$	(6,293	)
Less: (Income) loss attributable to redeemable noncontrolling interests		(38,605	)		(42,117	)		3,010
Net income (loss) attributable to Class A Common Stockholders—basic		74,536			28,662			(3,283	)
Denominator—basic:
Weighted average Class A common stock outstanding—basic		92,678,514			80,257,247			77,498,775
Net income (loss) per Class A common stock—basic	$	0.80		$	0.36		$	(0.04	)

Numerator—diluted:
Net income (loss) attributable to Class A Common Stockholders—basic	$	74,536		$	28,662		$	(3,283	)
Net income (loss) effect of dilutive securities:
Effect of dilutive Exercise Warrants		—			55			—
Effect of dilutive RSUs		79			6			—
Effect of dilutive noncontrolling interests		(23,401	)		42,056			—
Effect of dilutive Hoya Intermediate Warrants		—			—			(123	)
Net income (loss) attributable to Class A Common Stockholders—diluted		51,214			70,779			(3,406	)
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		92,678,514			80,257,247			77,498,775
Weighted average effect of dilutive securities:
Effect of dilutive Exercise Warrants		—			258,906			—
Effect of dilutive RSUs		424,954			28,228			—
Effect of dilutive noncontrolling interests		105,773,973			118,200,000			—
Weighted average Class A common stock outstanding—diluted		198,877,441			198,744,381			77,498,775
Net income (loss) per Class A common stock—diluted	$	0.26		$	0.36		$	(0.04	)

Potential shares of our Class A common stock are excluded from the computation of diluted net income (loss) 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 year ended December 31, 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 VSI only. The Vegas.com Acquisition and the subsequent pushdown of the acquired entity to Hoya Intermediate primarily results in incremental deferred tax expense.

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


	2023		2022		2021
RSUs		734,588		1,224,919		1,378,111
Stock options		8,807,848		6,300,837		4,061,486
Public Warrants and Private Warrants		13,286,644		13,286,644		24,652,569
Exercise Warrants		34,000,000		17,000,000		34,000,000
Hoya Intermediate Warrants		4,000,000		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 our consolidated financial statements. Therefore, income (loss) per share information has not been presented for periods prior to the Merger Transaction.

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of net loss attributable to redeemable noncontrolling interests


	2023			2022			2021
Net income (loss)—Hoya Intermediate	$	69,420		$	70,794		$	(5,024	)
Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income (loss)		55.6	%		59.5	%		59.9	%
Net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests	$	38,605		$	42,117		$	(3,010	)

Schedule of Earnings Per Share, Basic and Diluted


	2023			2022			2021
Numerator—basic:
Net income (loss)	$	113,141		$	70,779		$	(6,293	)
Less: (Income) loss attributable to redeemable noncontrolling interests		(38,605	)		(42,117	)		3,010
Net income (loss) attributable to Class A Common Stockholders—basic		74,536			28,662			(3,283	)
Denominator—basic:
Weighted average Class A common stock outstanding—basic		92,678,514			80,257,247			77,498,775
Net income (loss) per Class A common stock—basic	$	0.80		$	0.36		$	(0.04	)

Numerator—diluted:
Net income (loss) attributable to Class A Common Stockholders—basic	$	74,536		$	28,662		$	(3,283	)
Net income (loss) effect of dilutive securities:
Effect of dilutive Exercise Warrants		—			55			—
Effect of dilutive RSUs		79			6			—
Effect of dilutive noncontrolling interests		(23,401	)		42,056			—
Effect of dilutive Hoya Intermediate Warrants		—			—			(123	)
Net income (loss) attributable to Class A Common Stockholders—diluted		51,214			70,779			(3,406	)
Denominator—diluted:
Weighted average Class A common stock outstanding—basic		92,678,514			80,257,247			77,498,775
Weighted average effect of dilutive securities:
Effect of dilutive Exercise Warrants		—			258,906			—
Effect of dilutive RSUs		424,954			28,228			—
Effect of dilutive noncontrolling interests		105,773,973			118,200,000			—
Weighted average Class A common stock outstanding—diluted		198,877,441			198,744,381			77,498,775
Net income (loss) per Class A common stock—diluted	$	0.26		$	0.36		$	(0.04	)

Summary of Potentially Dilutive Securities


	2023		2022		2021
RSUs		734,588		1,224,919		1,378,111
Stock options		8,807,848		6,300,837		4,061,486
Public Warrants and Private Warrants		13,286,644		13,286,644		24,652,569
Exercise Warrants		34,000,000		17,000,000		34,000,000
Hoya Intermediate Warrants		4,000,000		6,000,000		4,000,000
Shares of Class B common stock		—		—		118,200,000

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 consist of the following (in thousands):


	2023		2022
Recovery of future customer compensation	$	25,750	$	23,311
Prepaid expenses		8,218		6,032
Other current assets		93		569
Total prepaid expenses and other current assets	$	34,061	$	29,912

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
Deferred taxes realizable		$ 1,900
Deferred Tax Assets	$ 119,128	120,709
Valuation allowance release	6,100
Future valuation allowance	$ 12,700
Federal and state operating loss carryforwards expire beginning year	2029
Foreign operating loss carryforwards expire beginning year	2037
Operating loss carryforwards, state	$ 17,500
Tax receivable agreement, amount due for payments	100
Operating loss carryforwards, Federal	38,600
Deferred Tax Assets Valuation Allowance	32,318	$ 118,734	$ 145,668	$ 1,828
Operating loss carryforwards, foreign	$ 8,100
Percentage of tax payable under tax receivable agreement	85.00%
Amount of tax payable under tax receivable agreement	$ 165,800
Tax receivable agreement period due for payments	15 years
Liability from secondary offering	$ 165,200
Deferred tax asset Secondary Offerings	75,200
Income tax benefit Secondary Offerings	5,800
Additional tax receivable agreement expense	95,800
Adjustments to additional paid in capital	95,800
Aggregate tax amount saved	$ 195,000
Tax receivable agreement percentage of amount of tax savings	85.00%
Related To Interest And Penalties	$ 500
Impact of unrecognized tax benefits on effective tax rate, if recognized	7,500
Share Repurchase [Member]
Operating Loss Carryforwards [Line Items]
Valuation allowance release	300
December 2023 Secondary Offering
Operating Loss Carryforwards [Line Items]
Valuation allowance release	5,800
Income tax benefit Secondary Offerings	14,000
Tax Receivable Agreement [Member]
Operating Loss Carryforwards [Line Items]
Tax receivable agreement, amount due for payments	100
Increase in deferred tax assets	300
Liability from secondary offering	$ 600
Tax receivable agreement percentage of amount of tax savings	85.00%
Federal [Member]
Operating Loss Carryforwards [Line Items]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
Deferred Tax Assets	$ 31,300

Accounts Receivable - Net (Additional Information) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Receivables, Net, Current [Abstract]
Allowance for doubtful accounts	$ (10.0)	$ (3.6)
Accounts receivable write offs	$ 0.3	$ 4.9	$ 1.0

Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expenses (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	$ 39,047
2025	35,548
2026	30,922
2027	17,479
2028	2,730
Total	$ 125,726