Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Registrant Name | Vivid Seats Inc. | |
Entity Central Index Key | 0001856031 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity File Number | 001-40926 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-3355184 | |
Entity Address, Address Line One | 111 N. Canal Street | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 312 | |
Local Phone Number | 291-9966 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | No | |
Entity Ex Transition Period | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | SEAT | |
Entity Common Stock, Shares Outstanding | 79,241,032 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 118,200,000 | |
Warrants | ||
Document Information [Line Items] | ||
Trading Symbol | SEATW | |
Title of 12(b) Security | Warrants to purchase one share of Class A common stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 314,055 | $ 489,530 |
Restricted Cash | 280 | 280 |
Accounts receivable - net | 53,978 | 36,124 |
Inventory - net | 17,899 | 11,773 |
Prepaid expenses and other current assets | 75,687 | 72,504 |
Total current assets | 461,899 | 610,211 |
Property and equipment - net | 1,705 | 1,082 |
Right-of-use assets - net | 9,517 | 0 |
Intangible assets - net | 79,944 | 78,511 |
Goodwill | 718,204 | 718,204 |
Other non-current assets | 2,949 | 787 |
Total Assets | 1,274,218 | 1,408,795 |
Current liabilities: | ||
Accounts payable | 236,295 | 191,201 |
Accrued expenses and other current liabilities | 272,705 | 281,156 |
Deferred revenue | 28,233 | 25,139 |
Current maturities of long-term debt - net | 2,750 | 0 |
Total current liabilities | 539,983 | 497,496 |
Long-term debt - net | 266,396 | 460,132 |
Long-term lease liabilities | 8,387 | 0 |
Other liabilities | 27,384 | 25,834 |
Total long-term liabilities | 302,167 | 485,966 |
Commitments and contingencies (Note 11) | ||
Redeemable noncontrolling interests | 1,307,292 | 1,286,016 |
Shareholders' deficit | ||
Additional paid-in capital | 166,291 | 182,091 |
Accumulated deficit | (1,041,535) | (1,042,794) |
Total stockholder's equity | (875,224) | (860,683) |
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit | 1,274,218 | 1,408,795 |
Class A Common Stock | ||
Shareholders' deficit | ||
Common Stock | 8 | 8 |
Class B Common Stock | ||
Shareholders' deficit | ||
Common Stock | $ 12 | $ 12 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 79,166,943 | 79,091,871 |
Common stock, shares outstanding | 79,166,943 | 79,091,871 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 118,200,000 | 118,200,000 |
Common stock, shares outstanding | 118,200,000 | 118,200,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenues | $ 130,772 | $ 24,114 | |
Costs and expenses: | |||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 32,164 | 3,925 | |
Marketing and selling | 54,228 | 7,955 | |
General and administrative | 29,275 | 15,871 | |
Depreciation and amortization | 1,385 | 295 | |
Income (loss) from operations | 13,720 | (3,932) | |
Other expenses: | |||
Interest expense – net | 3,942 | 16,319 | |
Loss on extinguishment of debt | 4,285 | 0 | |
Other Expenses | 2,279 | 0 | |
Income (loss) before income taxes | 3,214 | (20,251) | |
Income tax expense | 76 | 0 | |
Net income (loss) | 3,138 | (20,251) | |
Net income (loss) attributable to redeemable noncontrolling interests | 1,879 | 0 | |
Net income (loss) attributable to Class A Common Stockholders | $ 1,259 | ||
Income per Class A Common Stock | |||
Basic | [1] | $ 0.02 | |
Diluted | [1] | $ 0.02 | |
Weighted average Class A Common Stock outstanding | |||
Basic | [1] | 79,151,929 | |
Diluted | [1] | 198,414,147 | |
Hoya Intermediate, LLC | |||
Other expenses: | |||
Net loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization | $ 0 | $ (20,251) | |
[1] | There were no shares of Class A Common Stock outstanding prior to October 18, 2021. Therefore, no income (loss) per share information has been presented for any period prior to that date. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | Oct. 18, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Comprehensive Income [Abstract] | |||
Common Stock, Value, Issued | $ 0 | ||
Net income (loss) | $ 0 | $ 3,138 | $ (20,251) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 3,138 | $ (20,251) |
Other comprehensive income (loss): | ||
Unrealized gain on derivative instruments | 243 | |
Comprehensive income (loss), net of taxes | 3,138 | (20,008) |
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization | 0 | (20,008) |
Comprehensive income (loss) attributable to redeemable noncontrolling interests | 1,879 | 0 |
Comprehensive income (loss) attributable to Class A Common Stockholders | $ 1,259 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Vivid Seats Inc | Senior Preferred Units | Preferred Units | Class A Common Stock | Class B Common Stock | Common Units | Common UnitsClass A Common Stock | Common UnitsClass B Common Stock | Additional Paid-in Capital | Noncontrolling Interest | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Temporary equity, Balances, shares at Dec. 31, 2020 | 100 | 100 | |||||||||||
Temporary equity, Balances at Dec. 31, 2020 | $ 218,288 | $ 9,939 | |||||||||||
Balances, shares at Dec. 31, 2020 | 100 | ||||||||||||
Balances at Dec. 31, 2020 | $ (271,781) | $ 755,716 | $ (1,026,675) | $ (822) | |||||||||
Net income (loss) | (20,251) | (20,251) | |||||||||||
Unrealized gain on derivative instruments | 243 | 243 | |||||||||||
Deemed contribution from former parent | 1,091 | 1,091 | |||||||||||
Accretion of senior preferred units | (6,822) | $ (6,822) | (6,822) | ||||||||||
Temporary equity, Balances, shares at Mar. 31, 2021 | 100 | 100 | |||||||||||
Temporary equity, Balances at Mar. 31, 2021 | $ 225,110 | $ 9,939 | |||||||||||
Balances, shares at Mar. 31, 2021 | 100 | ||||||||||||
Balances at Mar. 31, 2021 | (297,520) | 749,985 | (1,046,926) | $ (579) | |||||||||
Temporary equity, Balances at Dec. 31, 2021 | $ 1,286,016 | ||||||||||||
Balances, shares at Dec. 31, 2021 | 79,091,871 | 118,200,000 | 79,091,871 | 118,200,000 | |||||||||
Balances at Dec. 31, 2021 | (860,683) | $ 8 | $ 12 | 182,091 | (1,042,794) | ||||||||
Net income (loss) | 3,138 | $ 1,259 | 1,879 | 1,259 | |||||||||
Deemed contribution from former parent | 463 | 463 | 691 | ||||||||||
Subsequent remeasurement of Redeemable noncontrolling interests | (18,706) | (18,706) | 18,706 | ||||||||||
Equity-based compensation | 2,443 | 2,443 | |||||||||||
Issuance of shares | 75,072 | ||||||||||||
Temporary equity, Balances at Mar. 31, 2022 | $ 1,307,292 | ||||||||||||
Balances, shares at Mar. 31, 2022 | 79,166,943 | 118,200,000 | 79,166,943 | 118,200,000 | |||||||||
Balances at Mar. 31, 2022 | $ (875,224) | $ 8 | $ 12 | $ 166,291 | $ (1,041,535) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ 3,138 | $ (20,251) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 1,385 | 295 |
Amortization of deferred financing costs and interest rate cap | 329 | 1,311 |
Equity-based compensation expense | 3,597 | 1,091 |
Loss on extinguishment of debt | 4,285 | 0 |
Change in fair value of warrants | 2,279 | 0 |
Interest expense paid-in-kind | 0 | 10,640 |
Amortization of leases | 490 | 0 |
Change in assets and liabilities: | ||
Accounts receivable | (17,854) | (1,843) |
Inventory | (6,126) | (1,420) |
Prepaid expenses and other current assets | (3,252) | (1,398) |
Accounts payable | 45,094 | 37,857 |
Accrued expenses and other current liabilities | (10,599) | 1,164 |
Deferred revenue | 3,094 | 3,006 |
Other assets and liabilities | (2,326) | 309 |
Net cash provided by operating activities | 23,534 | 30,761 |
Cash flows from investing activities | ||
Purchases of property and equipment | (693) | 0 |
Investments in developed technology | (2,748) | (1,726) |
Net cash used in investing activities | (3,441) | (1,726) |
Cash flows from financing activities | ||
Payments of deferred financing costs and other debt-related costs | (4,856) | 0 |
Net cash used in financing activities | (195,568) | (1,603) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (175,475) | 27,432 |
Cash, cash equivalents, and restricted cash - beginning of period | 489,810 | 285,337 |
Cash, cash equivalents, and restricted cash - end of period | 314,335 | 312,769 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,612 | 6,985 |
Right-of-use assets obtained in exchange for lease obligations | 3,406 | 0 |
June 2017 First Lien Loan | ||
Cash flows from financing activities | ||
Payments of June 2017 First Lien Loan | (465,712) | (1,603) |
February 2022 First Lien Loan | ||
Cash flows from financing activities | ||
Proceeds from February 2022 First Lien Loan | 275,000 | 0 |
May 2020 First Lien Loan | ||
Supplemental disclosure of cash flow information: | ||
Paid-in-kind interest added to May 2020 First Lien Loan principal | $ 0 | $ 10,640 |
Background and Basis of Present
Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Vivid Seats Inc | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Background and Basis of Presentation | 1. Background and Basis of Presentation Vivid Seats Inc. and its subsidiaries including Hoya Intermediate, LLC and Vivid Seats LLC (collectively the “Company,” “us,” “we,” and “our”), provide an online secondary ticket marketplace, that enables ticket buyers to discover and easily purchase tickets to sports, concerts, theater, and other live events in the United States and Canada. Through our Marketplace segment, we operate an online platform enabling ticket buyers to purchase tickets to live events, while enabling ticket sellers to seamlessly manage their operations. In our Resale segment, we acquire tickets to resell on secondary ticket marketplaces, including our own. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for comprehensive annual financial statements. Our condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 which was filed on March 15, 2022. Our condensed consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Immaterial Correction of an Error in Prior Periods During the second quarter of 2021, we identified immaterial errors related to the classification of information technology expenses that impacted our previously issued financial statements for the three months ended March 31, 2021. Previously, we classified information technology expenses entirely within General and administrative expenses in the Condensed Consolidated Statements of Operations. We subsequently determined that a portion of our information technology expenses are directly attributable to our revenue-generating activities and should be classified within Cost of revenues. We have adjusted for these errors by revising our financial statements presented herein. The correction resulted in an increase to Cost of revenues of $ 0.4 million for the three months ended March 31, 2021, with a corresponding reduction to General and administrative expenses. The increase to Cost of revenues resulted in a decrease to Marketplace and Resale contribution margin of $ 0.3 million and $ 0.1 million, respectively, for the three months ended March 31, 2021. The effect of the error did not impact the Net loss, the Condensed Consolidated Balance Sheets, and Condensed Consolidated Statements of Cash Flows. COVID-19 Update The COVID-19 pandemic continues to have a material impact on our business and results of operations. Beginning in the second quarter of 2021, and continuing through the first quarter of 2022, we have seen a recovery in ticket orders as mitigation measures ease. The COVID-19 pandemic is evolving, and as new variants emerge the ultimate pace and timing of recovery continues to remain uncertain. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our condensed consolidated financial statements. If economic conditions caused by the pandemic do not continue to recover, our financial condition, cash flows, and results of operations may be further materially impacted. Betcha Acquisition On December 13, 2021, we acquired 100 % of the equity interests of Betcha, Sports Inc. ("Betcha"). Betcha is a real money daily fantasy sports app with social and gamification features that enhance fans’ connection with their favorite live sports. The acquisition date fair value of the consideration transferred consisted of approximately $ 0.8 million in cash and 2.1 million shares of Class A common stock. The total consideration includes cash earnouts of $ 7.5 million as of the acquisition date representing the estimated fair value that we may be obligated to pay if Betcha meets certain earnings objectives following the acquisition. In addition, the purchase consideration includes future milestone payments of $ 9.7 million as of the acquisition date representing the estimated fair value that we may be obligated to pay upon the achievement of certain integration objectives. The purchase consideration allocation for Betcha 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, cash earnouts, milestone payments, and acquired income tax assets and liabilities. As a result, these allocations are subject to change during the purchase price allocation period as the valuations are finalized. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. New Accounting Standards Recently adopted accounting standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , which requires lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease) in the balance sheet. Lease liabilities are equal to the present value of lease payments, while right-of-use assets are based on the associated lease liabilities, subject to certain adjustments, such as for initial direct costs. We elected the extended transition period available to emerging growth companies and adopted Accounting Standards Codification ("ASC") 842 effective January 1, 2022 on a modified retrospective basis by applying the new standard to all leases existing at the date of initial application. We elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard ("ASC 840"), as well as elected other options, which allow us to use our previous evaluations regarding if an arrangement contains a lease, if a lease is an operating or financing lease, and what costs are capitalized as initial direct costs prior to adoption. We also elected to combine lease and non-lease components. Upon the adoption of the new lease standard, on January 1, 2022, we recognized right-of-use assets of $ 6.6 million and lease liabilities of $ 8.1 million (including a current liability of $ 3.0 million) in the Condensed Consolidated Balance Sheets and reclassified certain balances related to existing leases. The right-of-use assets balance as of January 1, 2022 is adjusted for $ 1.5 million of lease termination liabilities and deferred rent liabilities recognized under the previous lease standard. There was no impact to Accumulated deficit on the Condensed Consolidated Balance Sheets at adoption. Refer to Note 5, Leases, for more information on leases. Accounting standards issued but not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changes how entities will measure credit losses for financial assets and certain other instruments that are not measured at fair value through net income. The new expected credit loss impairment model requires immediate recognition of estimated credit losses expected to occur. Additional disclosures are required regarding assumptions, models, and methods for estimating the credit losses. ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , deferred the effective date for non-public companies. The standard is effective for non-public companies for fiscal years beginning after December 15, 2022. We elected the extended transition period available to emerging growth companies and are currently evaluating the effect of adoption of the standard on our condensed consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting , as modified in January 2021. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. The amendment is effective for all entities starting March 12, 2020 and can be adopted through December 31, 2022. We have not yet decided the date of adoption of this standard. The adoption of this standard will not have a material impact on our condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Hoya Intermediate, LLC | |
Disaggregation of Revenue [Line Items] | |
Revenue Recognition | 3. Revenue Recognition We recognize revenue in accordance with ASC 606. We have two reportable segments: Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers. We earn revenue processing ticket sales from our Owned Properties, consisting of the Vivid Seats website and mobile applications, and from our Private Label offering, which is comprised of numerous distribution partners. Marketplace revenues consisted of the following (in thousands): Three Months Ended March 31, 2022 2021 Marketplace revenues: Owned Properties $ 83,666 $ 18,196 Private Label 26,850 3,797 Total Marketplace revenues $ 110,516 $ 21,993 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended March 31, 2022 2021 Marketplace revenues: Concerts $ 58,673 $ 7,014 Sports 38,915 14,138 Theater 12,615 783 Other 313 58 Total Marketplace revenues $ 110,516 $ 21,993 Within the Resale segment, we sell tickets we hold in inventory on resale ticket marketplaces. Resale revenues were $ 20.3 million during the three months ended March 31, 2022, and $ 2.1 million during the three months ended March 31, 2021, respectively. At March 31, 2022, Deferred revenue in the Condensed Consolidated Balance Sheets was $ 28.2 million , which primarily relates to Vivid Seats Rewards, our loyalty program. At December 31, 2021, $ 25.1 million was recorded as deferred revenue, of which $ 4.0 million w as recognized as revenue during the quarter ended March 31, 2022. At December 31, 2020, $ 6.0 million was recorded as deferred revenue, of which $ 0.6 million was recognized as revenue during the quarter ended March 31, 2021. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | 4. Segment Reporting Our reportable segments are Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers within our online secondary ticket marketplace. Through the Resale segment, we acquire tickets from primary sellers, which are then sold through secondary ticket marketplaces. Revenues and contribution margin are used by our Chief Operating Decision Maker (“CODM”) to assess performance of the business. We define contribution margin as revenues less cost of revenues and marketing and selling expenses. We do not report our assets, capital expenditures, or related depreciation and amortization expenses by segment, because our CODM does not use this information to evaluate the performance of our operating segments. The following tables represent our segment information (in thousands): Three Months Ended March 31, 2022 Marketplace Resale Consolidated Revenues $ 110,516 $ 20,256 $ 130,772 Cost of revenues (exclusive of depreciation and amortization shown separately below) 16,409 15,755 32,164 Marketing and selling 54,228 — 54,228 Contribution margin $ 39,879 $ 4,501 44,380 General and administrative 29,275 Depreciation and amortization 1,385 Income from operations 13,720 Interest expense – net 3,942 Loss on extinguishment of debt 4,285 Other expenses 2,279 Income before income taxes $ 3,214 Three Months Ended March 31, 2021 Marketplace Resale Consolidated Revenues $ 21,993 $ 2,121 $ 24,114 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,700 1,225 3,925 Marketing and selling 7,955 — 7,955 Contribution margin $ 11,338 $ 896 12,234 General and administrative 15,871 Depreciation and amortization 295 Loss from operations ( 3,932 ) Interest expense – net 16,319 Loss before income taxes $ ( 20,251 ) Substantially all of our sales occur, and assets reside, in the United States. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
GOODWILL AND INTANGIBLE ASSETS | 6. Goodwill and Intangible Assets Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $ 15.3 million and $ 13.8 million at March 31, 2022 and December 31, 2021, respectively. At March 31, 2022 and December 31, 2021, accumulated amortization related to our developed technology was $ 3.8 million and $ 2.5 million , respectively. Our goodwill is included in our Marketplace segment. The net changes in the carrying amounts of our intangible assets and goodwill were as follows (in thousands): Definite-lived Intangible Assets Trademark Goodwill Balance at January 1, 2022 $ 13,845 $ 64,666 $ 718,204 Capitalized development costs 2,748 — — Amortization ( 1,315 ) — — Balance at March 31, 2022 $ 15,278 $ 64,666 $ 718,204 Definite-lived Intangible Assets Trademark Goodwill Balance at January 1, 2021 $ 2,358 $ 64,666 $ 683,327 Capitalized development costs 1,726 — — Amortization ( 295 ) — — Balance at March 31, 2021 $ 3,789 $ 64,666 $ 683,327 We had recorded $ 563.2 million of cumulative impairment charges related to our intangible assets and goodwill as of March 31, 2022 and December 31, 2021. Amortization expense on our definite-lived intangible assets was $ 1.3 million and $ 0.3 million for the three months ended March 31, 2022 and 2021, respectively, and is presented in Depreciation and amortization in the Condensed Consolidated Statements of Operations. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 5. Leases On January 1, 2022, we adopted ASC 842 using a modified retrospective transition approach that allows for a cumulative-effect adjustment in the period of adoption without revising prior period presentation. Therefore, for reporting periods beginning after December 31, 2021, the financial statements are prepared in accordance with the current lease standard (ASC 842) and we elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard (ASC 840). We elected the practical expedient package, which permits us to not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, and any initial direct costs for any existing leases as of the effective date. We determine if an arrangement is a lease at inception of a contract. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. As of March 31, 2022, the weighted average discount rate applied to the lease liabilities is approximately 7 %. Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets and rent expense for these short-term leases is recognized in General and administrative expenses in the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term. Short-term lease costs are not material to our Condensed Consolidated Statements of Operations for the three months ended March 31, 2022. We entered into all of our lease contracts as a lessee. We are not acting as a lessor under any of our leasing arrangements. The vast majority of our lease contracts are real estate leases for office space. All our leases are classified as operating. At March 31, 2022, we had $ 9.5 million of ROU assets in Right-of-use assets — net, and the corresponding operating lease liabilities of $ 2.6 million recorded in Accrued expenses and other current liabilities and $ 8.4 million recorded in Long-term lease liabilities in the Condensed Consolidated Balance Sheets. Most leases have one or more options to renew, with renewal terms that can initially extend the lease term for various periods up to five years . The exercise of renewal options is at our discretion and are included if they are reasonably certain to be exercised. As of March 31, 2022, the weighted average remaining minimum lease term is approximately eight years . Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded under General and administrative expenses in the Condensed Consolidated Statements of Operations. We elected not to separate lease and non-lease components. Our leases do not contain any material residual value guarantees or restrictive covenants. In December 2021, we entered into a lease agreement for our new corporate headquarters in Chicago, Illinois. The lease commenced in the first quarter of 2022, when we obtained control of the premises, and runs through December 31, 2033 with a 5-year renewal option. The aggregate lease payments for the initial term are approximately $ 16.2 million with no rent due until March 2024. The lease agreement provides for a tenant improvement allowance from the landlord in an amount equal to $ 6.5 million towards the design and construction of certain tenant improvements on the leased premises. As of March 31, 2022, the Company has no t incurred any leasehold improvement costs but expects to incur and receive the full tenant improvement allowance in 2022. On the commencement date, we recognized the ROU asset and corresponding lease liability of $ 3.4 million in Right-of-use assets — net and Long-term lease liabilities, respectively, in the Condensed Consolidated Balance Sheets. Operating and variable lease expenses for the three months ended March 31, 2022 were not material. Cash payments for operating lease liabilities during the three months ended March 31, 2022, which are included within the operating activities section in the Condensed Consolidated Statements of Cash Flows, were not material. Future lease payments at March 31, 2022 are as follows (in thousands): Operating Leases Remainder of 2022 $ 2,772 2023 905 2024 2,038 2025 2,458 2026 2,477 2027 2,436 Thereafter 12,300 Total remaining lease payments 25,386 Less: Imputed interest 7,925 Less: expected tenant improvement allowance 6,472 Present value of lease liabilities $ 10,989 Future lease payments at December 31, 2021 under ASC 840 were as follows (in thousands): Operating Leases 2022 $ 3,437 2023 905 2024 2,038 2025 2,458 2026 2,477 Thereafter 14,736 Total remaining lease payments $ 26,051 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 7. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2022 2021 Recovery of future customer compensation $ 61,306 $ 58,319 Insurance recovery asset 480 480 Prepaid expenses 8,391 9,573 Other current assets 5,510 4,132 Total prepaid expenses and other current assets $ 75,687 $ 72,504 Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. The increase in the recovery of future customer compensation costs increased by $ 3.0 million due to an increase in order volume, which was partially offset by a reduction in the estimated rate of future cancellations as of March 31, 2022. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Accrued marketing expense $ 28,213 $ 27,304 Accrued taxes 5,588 9,332 Accrued customer credits 119,070 119,355 Accrued future customer compensation 78,306 73,959 Accrued contingencies 12,686 12,686 Other current liabilities 28,842 38,520 Total accrued expenses and other current liabilities $ 272,705 $ 281,156 Accrued taxes decreased due to a change in our process for collecting and remitting sales tax. Historically, we did not collect sales tax from ticket buyers, and instead accrued the expense in jurisdictions where we expected to remit sales tax payments. Starting in the second half of 2021, we began collecting sales tax directly from ticket buyers for remittance to the relevant jurisdictions. The majority of accrued taxes as of March 31, 2022, represents our exposure to sales taxes for transactions preceding the new tax remittance process, reduced by abatements received. Refer to Note 11, Commitments and Contingencies, for further discussion of the accrued tax expense. 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, which is recognized in pr oportion to the pattern of redemption for the customer credits. During the three months ended March 31, 2022, $ 9.8 million of accrued customer credits were redeemed and we recognized $ 0.6 million of revenue from breakage. During the three months ended March 31, 2021, $ 5.2 million of accrued customer credits were redeemed and we recogniz ed $ 0.7 million of revenue from breakage. Accrued future customer compensation represents an estimate of the amount of customer compensation due from cancellation charges in the future. These provisions are based on historic experience, revenue volumes for future events, and management’s estimate of the likelihood of future event cancellations and are recognized as a component of Revenues in the Condensed Consolidated Statements of Operations. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. During the three months ended March 31, 2022 and 2021, we recognized a net increase in revenue of $ 1.1 million and $ 1.2 million, res pectively, 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. Other current liabilities decreased $ 9.7 million primarily due to a $ 5.9 million decrease in accrued personnel expenses. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Our outstanding debt is comprised of the following (in thousands): March 31, December 31, 2022 2021 June 2017 First Lien Loan $ — $ 465,712 February 2022 First Lien Loan 275,000 — Total long-term debt, gross 275,000 465,712 Less: unamortized debt issuance costs ( 5,854 ) ( 5,580 ) Total long-term debt, net of issuance costs 269,146 460,132 Less: current portion ( 2,750 ) — Total long-term debt, net $ 266,396 $ 460,132 June 2017 Term Loans O n June 30, 2017, we entered into a $ 575.0 million first lien debt facility, comprised of a $ 50.0 million revolving facility and a $ 525.0 million term loan (the “June 2017 First Lien Loan”), and a second lien credit facility, comprised of a $ 185.0 million second lien term loan (the “June 2017 Second Lien Loan”). The First Lien Loan was amended to upsize the committed amount by $ 115.0 million on July 2, 2018. On October 28, 2019, we paid off the June 2017 Second Lien Loan balance. The underlying credit facility was subsequently retired on May 22, 2020. On October 18, 2021, we made an early principal payment of $ 148.2 million in connection with, and using the proceeds from, the merger transaction with Horizon Acquisition Corporation ("the Merger Transaction") and private investment in public equity financing (“PIPE Subscription”). On February 3, 2022, we repaid $ 190.7 million of the outstanding balance of the June 2017 First Lien Loan and refinanced the remaining balance with a new $ 275.0 million term loan. The June 2017 First Lien Loan was held by third-party financial institutions and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace, therefore, the fair value is estimated on a Level 2 basis. At December 31, 2021, the June 2017 First Lien Loan had a fair value of $ 465.1 million as compared to the carrying amount of $ 460.1 million. February 2022 First Lien Loan On February 3, 2022, we entered into an amendment which refinanced the remaining June 2017 First Lien Loan with a new $ 275.0 million term loan (the "February 2022 First Lien Loan") with a maturity date of February 3, 2029 . In connection with the February 2022 First Lien Loan, we also entered into a new revolving credit facility (the “Revolving Facility”), which allows for an aggregate principal amount of $ 100.0 million and has a maturity date of February 3, 2027 . At March 31, 2022, we had no outstanding borrowings under our Revolving Facility. The terms of the February 2022 First Lien Loan specified a secured overnight financing rate (“SOFR”) based floating interest rate and revised the springing financial covenant under the June 2017 Term Loans to require compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels. All obligations under the February 2022 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’s existing and future direct and indirect wholly owned domestic subsidiaries. It requires quarterly amortization payments of $ 0.7 million. The Revolving Facility does not require periodic payments. All obligations under the February 2022 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets. The February 2022 First Lien Loan carries an interest rate of SOFR plus 3.25 %. The SOFR rate for the February 2022 First Lien Loan is subject to a 0.5 % floor. The effective interest rate on the February 2022 First Lien Loan was 3.75 % per annum at March 31, 2022. Our February 2022 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace, therefore, the fair value is estimated on a Level 2 basis. At March 31, 2022, the February 2022 First Lien Loan had a fair value of $ 270.2 million as compared to the carrying amount of $ 269.1 million. We are subject to certain reporting and compliance-related covenants to remain in good standing under the February 2022 First Lien Loan. These covenants, among other things, limit our ability to incur additional indebtedness, and in certain circumstances, create restrictions on the ability to enter into transactions with affiliates; create liens; merge or consolidate; and make certain payments. Non-compliance with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral. As of March 31, 2022, we were in compliance with all of our debt covenants related to the February 2022 First Lien Loan. Due to the refinancing of the June 2017 First Lien Loan with the February 2022 First Lien Loan, we incurred a loss of $ 4.3 million, which is presented in Loss on extinguishment of debt in the Condensed Consolidated Statements of Operations. May 2020 First Lien Loan On May 22, 2020, we entered into a $ 260.0 million first lien term loan (the “May 2020 First Lien Loan”) that is pari passu with the June 2017 First Lien Loan. The proceeds from the May 2020 First Lien Loan were used for general corporate purposes and to extinguish and retire t he revolving facility rel ated to the June 2017 First Lien Loan in full. On October 18, 2021, in connection with and using the proceeds from the Merger Transaction, we paid off in full the May 2020 First Lien Loan balance. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS | 10. Financial Instruments In Connection with the Merger Transaction, we issued warrants to purchase 3,000,000 Hoya Intermediate common units at an exercise price of $ 10.00 per unit and warrants to purchase 3,000,000 Hoya Intermediate common units at an exercise price of $ 15.00 per unit (collectively, "Hoya Intermediate Warrants") to Hoya Topco, LLC ("Hoya Topco"). The Hoya Intermediate Warrants are classified as Other Liabilities in the Condensed Consolidated Balance Sheets. A portion of the Hoya Intermediate Warrants consists of warrants to purchase 1,000,000 Hoya Intermediate common units at exercise prices of $ 10.00 and $ 15.00 per unit, respectively, were issued in tandem with stock options issued by Vivid Seats Inc. to members of our management team (“Option Contingent Warrants”). The Option Contingent Warrants only become available to exercise by Hoya Topco in the event that a corresponding management option is forfeited. As of March 31, 2022, none of the Option Contingent Warrants are available to exercise by Hoya Topco. Our Hoya Intermediate Warrants are exercisable for Hoya Intermediate common units, which allow for a potential cash redemption at the discretion of the unit holder. Hence, the Hoya Intermediate Warrants are classified as a liability in Other liabilities on our Consolidated Balance Sheets. Upon consummation of the Merger Transaction, we recorded a warrant liability of $ 20.4 million, reflecting the fair value of the Hoya Intermediate Warrants determined using the Black Scholes model. The fair value of the Hoya Intermediate Warrants included Option Contingent Warrants of $ 1.6 million. The estimated fair value of the Option Contingent Warrants is adjusted to reflect the probability of forfeiture of the corresponding stock options based on historical forfeiture rates for Hoya Topco profits interests. The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants: March 31, December 31, 2022 2021 Estimated volatility 38.0 % 36.0 % Expected term (years) 9.6 9.8 Risk-free rate 2.3 % 1.5 % Expected dividend yield 0.0 % 0.0 % For the three months ended March 31, 2022, we recognized a $ 2.3 million charge to Other expenses on the Consolidated Statements of Operations resulting from an increase in the fair value of the warrants. Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 11. Commitments and Contingencies Litigation From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in the opinion of management, could have a material effect on our business, financial position or results of operations other than those matters discussed herein. We are a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout, which we have settled. On January 5, 2022, we issued coupons to certain members of the class. Other members will be notified in 2022 that they are eligible to submit a claim for a coupon. As of March 31, 2022 and December 31, 2021, a liability of $ 0.9 million was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date. We received multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 restrictions. A final order approving settlement of one of the lawsuits was entered by the court on November 1, 2021 . As such, after insurance, $ 4.5 million was funded to a claims settlement pool and is included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. As of March 31, 2022 and December 31, 2021, we had accrued a liability of $ 1.7 million within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to these matters. We expect to recover some of these costs under our insurance policies and have separately recognized an insurance recovery asset of $ 0.5 million within Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, 2021. Other In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded states from imposing sales tax collection requirements on retailers without a physical presence in the state. In response, most states have adopted laws that attempt to impose tax collection obligations on out-of-state companies. We have registered, or are in the process of registering, where required by statute. There remains a degree of uncertainty as to our obligations in jurisdictions where our registration is still in progress due to the complex laws that govern secondary ticket sales. Pending discussions, it is more likely than not that some jurisdictions could assess taxes and that assessed amounts may differ materially from amounts currently accrued. It is also possible that some jurisdictions may provide for a later start date for sales tax collection, which could provide a material reduction in amounts currently accrued. In either case, we will adjust the recorded liability to reflect the new information, with a portion of the adjustment impacting orders placed in prior periods. We have recognized a liability for this potential tax of $ 5.0 million and $ 8.8 million at March 31, 2022 and December 31, 2021, respectively. This liability is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The related sales tax expense was $ 0.9 million and $ 2.3 million for the three months ended March 31, 2022 and 2021, respectively, which reflects the change in uncollected amounts owed to jurisdictions during the period, reduced by any abatements received. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | 12. Related-Party Transactions Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code. Vivid Cheers’ mission is to support causes and organizations dedicated to healthcare, education, and support of workers in the live events industry during times of need. We have the right to elect the board of directors of Vivid Cheers, which is currently formed by the Company’s executives. We do not have a controlling financial interest in Vivid Cheers, and accordingly, do not consolidate Vivid Cheers’ statement of activities with our financial results. We made charitable contributions of $ 0.6 million and $ 0.5 million for the three months ended March 31, 2022 and 2021, respectively, to Vivid Cheers. We had accrued charitable contributions payable of $ 0.3 million and $ 1.3 million as of M arch 31, 2022 and December 31, 2021, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. Income Taxes We evaluate the need for deferred tax asset valuation allowances based on a more-likely-than-not standard. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each applicable tax jurisdiction. We have evaluated all evidence, both positive and negative, and determined that our deferred tax assets are not more-likely-than-not to be realized. In making this determination, numerous factors were considered including our cumulative losses in recent years. For the three months ended March 31, 2022, we recorded a $ 0.1 million income tax expense in continuing operations. The March 31, 2022 income tax provision was primarily a result of state taxes and the federal 80 % net operating loss limitation available to offset current year income. Prior to the Merger Transaction in the fourth quarter of 2021, we were structured as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, the taxable income and losses were passed through to and included in the taxable income of its members. Accordingly, amounts related to income taxes were zero prior to the Merger Transaction, and we did not incur material amounts of income tax expense or have material income tax liability or deferred tax balances in 2021. |
Equity Based Compensation
Equity Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 14. Equity Based Compensation The 2021 Incentive Award Plan ("2021 Plan") was approved and adopted in order to facilitate the grant of equity incentive awards to our employees and directors. The 2021 Plan became effective on October 18, 2021 upon closing of the Merger Transaction. Restricted Stock Units ("RSUs") On March 11, 2022, we granted 1.4 million RSUs to certain employees at a weighted average grant date fair value of $ 10.26 per share. RSUs granted to employees vest over three years , with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date. We account for forfeitures of outstanding, but unvested grants, in the period they occur. At March 31, 2022, there were approximately 2.7 million total RSUs outstanding, of which 1.4 million RSUs were outstanding at December 31, 2021. Our forfeitures during the three months ended March 31, 2022 and December 31, 2021 were not material. Our vested RSUs at March 31, 2022 were not material and no RSUs were vested at December 31, 2021. For the three months ended March 31, 2022 and 2021, equity-based compensation expense related to RSUs was $ 1.3 million and zero , respectively. Unrecognized compensation expense relating to unvested RSUs as of March 31, 2022, was approximately $ 31 million. Stock options On March 11, 2022, we granted 2.6 million stock options at an exercise price of $ 10.26 to certain employees. The grant date fair value is $3.99 per option. Stock options provide for the purchase of shares of Vivid Seats Class A common stock in the future at an exercise price set on the grant date. These stock options vest over three years , with one-third vesting upon the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter. The stock options have a contractual term of ten years from the date of the grant, subject to the employee’s continued employment through the applicable vesting date. The fair value of stock options granted is estimated on the grant date using the Black-Scholes model. The following assumptions were used to calculate the fair value of our stock awards on March 11, 2022: Volatility 37.5 % Expected term (years) 5.9 Interest rate 2.0 % Dividend yield 0.0 % At March 31, 2022, there were approximately 6.7 million total stock options outstanding, of which 4.1 million stock options were granted as of December 31, 2021. No stock options were exercised or forfeited during the three months ended March 31, 2022 and at December 31, 2021. For the three months ended March 31, 2022 and 2021, equity-based compensation expense related to stock options was $ 1.1 million and zero , respectively. Unrecognized compensation expense relating to unvested stock options as of March 31, 2022, was approximately $ 24 million. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 15. Earnings Per Share Class B common stock does not have economic rights in the Company and as a result, is not considered a participating security for basic and diluted income (loss) per share. As such, basic and diluted income (loss) per share of Class B common stock has not been presented. The following table sets forth the computation of basic and diluted net income per share of Class A common stock for the three months ended March 31, 2022, the period where the Company had Class A and Class B common stock outstanding (in thousands, except share and per share data): Numerator—basic: Net income $ 3,138 Less: Income attributable to redeemable noncontrolling interests 1,879 Net income attributable to Class A Common Stockholders—basic 1,259 Denominator—basic: Weighted average Class A common stock outstanding—basic 79,151,929 Net income per Class A common stock—basic $ 0.02 Numerator—diluted: Net income attributable to Class A Common Stockholders—basic $ 1,259 Net income effect of dilutive securities: Noncontrolling interests 1,720 Effect of Exercise Warrants 9 Effect of RSUs — Net income attributable to Class A Common Stockholders—diluted 2,988 Denominator—diluted: Weighted average Class A common stock outstanding—basic 79,151,929 Weighted average effect of dilutive securities: Noncontrolling interests 118,200,000 Effect of Exercise Warrants 1,035,625 Effect of RSUs 26,593 Weighted average Class A common stock outstanding—diluted 198,414,147 Net income per Class A common stock—diluted $ 0.02 Potential shares of common stock are excluded from the computation of diluted net income per share if their effect would have been anti-dilutive for the period presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. The following table presents potentially dilutive securities excluded from the computation of diluted net income per share for the three months ended March 31, 2022: RSUs 1,292,011 Stock options 6,660,995 Class A Warrants 24,652,569 Exercise Warrants 17,000,000 Hoya Intermediate Warrants 6,000,000 We analyzed the calculation of income (loss) per share for periods prior to the Merger Transaction and determined that it resulted in values that would not be meaningful to the users of the condensed consolidated financial statements. Therefore, income (loss) per share information has not been presented for periods prior to the Merger Transaction. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Event [Line Items] | |
SUBSEQUENT EVENTS | 16. Subsequent events We evaluated subsequent events and transactions that occurred after the balance sheet date through May 10, 2022, the date that the financial statements were issued. We did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Immaterial Correction of an Error in Prior Periods | Immaterial Correction of an Error in Prior Periods During the second quarter of 2021, we identified immaterial errors related to the classification of information technology expenses that impacted our previously issued financial statements for the three months ended March 31, 2021. Previously, we classified information technology expenses entirely within General and administrative expenses in the Condensed Consolidated Statements of Operations. We subsequently determined that a portion of our information technology expenses are directly attributable to our revenue-generating activities and should be classified within Cost of revenues. We have adjusted for these errors by revising our financial statements presented herein. The correction resulted in an increase to Cost of revenues of $ 0.4 million for the three months ended March 31, 2021, with a corresponding reduction to General and administrative expenses. The increase to Cost of revenues resulted in a decrease to Marketplace and Resale contribution margin of $ 0.3 million and $ 0.1 million, respectively, for the three months ended March 31, 2021. The effect of the error did not impact the Net loss, the Condensed Consolidated Balance Sheets, and Condensed Consolidated Statements of Cash Flows. |
COVID-19 Update | COVID-19 Update The COVID-19 pandemic continues to have a material impact on our business and results of operations. Beginning in the second quarter of 2021, and continuing through the first quarter of 2022, we have seen a recovery in ticket orders as mitigation measures ease. The COVID-19 pandemic is evolving, and as new variants emerge the ultimate pace and timing of recovery continues to remain uncertain. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. Our estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in our condensed consolidated financial statements. If economic conditions caused by the pandemic do not continue to recover, our financial condition, cash flows, and results of operations may be further materially impacted. |
Betcha Acquisition | Betcha Acquisition On December 13, 2021, we acquired 100 % of the equity interests of Betcha, Sports Inc. ("Betcha"). Betcha is a real money daily fantasy sports app with social and gamification features that enhance fans’ connection with their favorite live sports. The acquisition date fair value of the consideration transferred consisted of approximately $ 0.8 million in cash and 2.1 million shares of Class A common stock. The total consideration includes cash earnouts of $ 7.5 million as of the acquisition date representing the estimated fair value that we may be obligated to pay if Betcha meets certain earnings objectives following the acquisition. In addition, the purchase consideration includes future milestone payments of $ 9.7 million as of the acquisition date representing the estimated fair value that we may be obligated to pay upon the achievement of certain integration objectives. The purchase consideration allocation for Betcha 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, cash earnouts, milestone payments, and acquired income tax assets and liabilities. As a result, these allocations are subject to change during the purchase price allocation period as the valuations are finalized. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Hoya Intermediate, LLC | |
Disaggregation of Revenue [Line Items] | |
Schedule Of Market Place Revenues | Marketplace revenues consisted of the following (in thousands): Three Months Ended March 31, 2022 2021 Marketplace revenues: Owned Properties $ 83,666 $ 18,196 Private Label 26,850 3,797 Total Marketplace revenues $ 110,516 $ 21,993 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended March 31, 2022 2021 Marketplace revenues: Concerts $ 58,673 $ 7,014 Sports 38,915 14,138 Theater 12,615 783 Other 313 58 Total Marketplace revenues $ 110,516 $ 21,993 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables represent our segment information (in thousands): Three Months Ended March 31, 2022 Marketplace Resale Consolidated Revenues $ 110,516 $ 20,256 $ 130,772 Cost of revenues (exclusive of depreciation and amortization shown separately below) 16,409 15,755 32,164 Marketing and selling 54,228 — 54,228 Contribution margin $ 39,879 $ 4,501 44,380 General and administrative 29,275 Depreciation and amortization 1,385 Income from operations 13,720 Interest expense – net 3,942 Loss on extinguishment of debt 4,285 Other expenses 2,279 Income before income taxes $ 3,214 Three Months Ended March 31, 2021 Marketplace Resale Consolidated Revenues $ 21,993 $ 2,121 $ 24,114 Cost of revenues (exclusive of depreciation and amortization shown separately below) 2,700 1,225 3,925 Marketing and selling 7,955 — 7,955 Contribution margin $ 11,338 $ 896 12,234 General and administrative 15,871 Depreciation and amortization 295 Loss from operations ( 3,932 ) Interest expense – net 16,319 Loss before income taxes $ ( 20,251 ) Substantially all of our sales occur, and assets reside, in the United States. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Schedule of Goodwill and Intangible Assets | The net changes in the carrying amounts of our intangible assets and goodwill were as follows (in thousands): Definite-lived Intangible Assets Trademark Goodwill Balance at January 1, 2022 $ 13,845 $ 64,666 $ 718,204 Capitalized development costs 2,748 — — Amortization ( 1,315 ) — — Balance at March 31, 2022 $ 15,278 $ 64,666 $ 718,204 Definite-lived Intangible Assets Trademark Goodwill Balance at January 1, 2021 $ 2,358 $ 64,666 $ 683,327 Capitalized development costs 1,726 — — Amortization ( 295 ) — — Balance at March 31, 2021 $ 3,789 $ 64,666 $ 683,327 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Future lease payments | Future lease payments at March 31, 2022 are as follows (in thousands): Operating Leases Remainder of 2022 $ 2,772 2023 905 2024 2,038 2025 2,458 2026 2,477 2027 2,436 Thereafter 12,300 Total remaining lease payments 25,386 Less: Imputed interest 7,925 Less: expected tenant improvement allowance 6,472 Present value of lease liabilities $ 10,989 Future lease payments at December 31, 2021 under ASC 840 were as follows (in thousands): Operating Leases 2022 $ 3,437 2023 905 2024 2,038 2025 2,458 2026 2,477 Thereafter 14,736 Total remaining lease payments $ 26,051 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2022 2021 Recovery of future customer compensation $ 61,306 $ 58,319 Insurance recovery asset 480 480 Prepaid expenses 8,391 9,573 Other current assets 5,510 4,132 Total prepaid expenses and other current assets $ 75,687 $ 72,504 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, 2022 2021 Accrued marketing expense $ 28,213 $ 27,304 Accrued taxes 5,588 9,332 Accrued customer credits 119,070 119,355 Accrued future customer compensation 78,306 73,959 Accrued contingencies 12,686 12,686 Other current liabilities 28,842 38,520 Total accrued expenses and other current liabilities $ 272,705 $ 281,156 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding debt | Our outstanding debt is comprised of the following (in thousands): March 31, December 31, 2022 2021 June 2017 First Lien Loan $ — $ 465,712 February 2022 First Lien Loan 275,000 — Total long-term debt, gross 275,000 465,712 Less: unamortized debt issuance costs ( 5,854 ) ( 5,580 ) Total long-term debt, net of issuance costs 269,146 460,132 Less: current portion ( 2,750 ) — Total long-term debt, net $ 266,396 $ 460,132 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Option Contingent Warrants | The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants: March 31, December 31, 2022 2021 Estimated volatility 38.0 % 36.0 % Expected term (years) 9.6 9.8 Risk-free rate 2.3 % 1.5 % Expected dividend yield 0.0 % 0.0 % |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Fair Value Assumptions for Stock Option at the Date of Grant | Volatility 37.5 % Expected term (years) 5.9 Interest rate 2.0 % Dividend yield 0.0 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net income per share of Class A common stock for the three months ended March 31, 2022, the period where the Company had Class A and Class B common stock outstanding (in thousands, except share and per share data): Numerator—basic: Net income $ 3,138 Less: Income attributable to redeemable noncontrolling interests 1,879 Net income attributable to Class A Common Stockholders—basic 1,259 Denominator—basic: Weighted average Class A common stock outstanding—basic 79,151,929 Net income per Class A common stock—basic $ 0.02 Numerator—diluted: Net income attributable to Class A Common Stockholders—basic $ 1,259 Net income effect of dilutive securities: Noncontrolling interests 1,720 Effect of Exercise Warrants 9 Effect of RSUs — Net income attributable to Class A Common Stockholders—diluted 2,988 Denominator—diluted: Weighted average Class A common stock outstanding—basic 79,151,929 Weighted average effect of dilutive securities: Noncontrolling interests 118,200,000 Effect of Exercise Warrants 1,035,625 Effect of RSUs 26,593 Weighted average Class A common stock outstanding—diluted 198,414,147 Net income per Class A common stock—diluted $ 0.02 |
Summary of Potentially Dilutive Securities | The following table presents potentially dilutive securities excluded from the computation of diluted net income per share for the three months ended March 31, 2022: RSUs 1,292,011 Stock options 6,660,995 Class A Warrants 24,652,569 Exercise Warrants 17,000,000 Hoya Intermediate Warrants 6,000,000 |
Background and Basis of Prese_2
Background and Basis of Presentation - Additional Information (Details) - USD ($) $ in Millions | Dec. 13, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Cost of Revenue | $ 0.4 | ||
Decrease to marketplace | 0.3 | ||
Resale contribution margin | $ 0.1 | ||
Betcha | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Payments to Acquire Businesses | $ 0.8 | ||
Cash Earnouts | 7.5 | ||
Future Milestone Payments | $ 9.7 | ||
Class A Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Issuance of shares | 75,072 | ||
Class A Common Stock | Betcha | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Stock issued during period, shares | 2,100,000 |
New Accounting Standards (Addit
New Accounting Standards (Additional Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Accounting Policies [Abstract] | ||
Recognized operating lease assets | $ 6,600 | |
Total operating lease liabilities | $ 25,386 | 8,100 |
Operating Lease, Liability, Current | 3,000 | |
Right of use assets adjusted balance | $ 1,500 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule Of Market Place Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Marketplace revenues: | ||
Total Marketplace revenues | $ 110,516 | $ 21,993 |
Owned Properties | ||
Marketplace revenues: | ||
Total Marketplace revenues | 83,666 | 18,196 |
Private Label | ||
Marketplace revenues: | ||
Total Marketplace revenues | 26,850 | 3,797 |
Concerts | ||
Marketplace revenues: | ||
Total Marketplace revenues | 58,673 | 7,014 |
Sports | ||
Marketplace revenues: | ||
Total Marketplace revenues | 38,915 | 14,138 |
Theater | ||
Marketplace revenues: | ||
Total Marketplace revenues | 12,615 | 783 |
Other | ||
Marketplace revenues: | ||
Total Marketplace revenues | $ 313 | $ 58 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Related Parties | $ 20,300 | $ 2,100 | ||
Deferred revenue | 28,233 | $ 25,139 | $ 6,000 | |
Deferred Revenue, Revenue Recognized | $ 4,000 | $ 600 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 130,772 | $ 24,114 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 32,164 | 3,925 |
General and administrative | 29,275 | 15,871 |
Depreciation and amortization | 1,385 | 295 |
Income (loss) from operations | 13,720 | (3,932) |
Interest expense – net | 3,942 | 16,319 |
Loss on extinguishment of debt | (4,285) | 0 |
Other Expenses | 2,279 | 0 |
Net loss | 1,259 | |
Marketplace | ||
Segment Reporting Information [Line Items] | ||
Revenues | 110,516 | 21,993 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 16,409 | 2,700 |
Marketing and selling | 54,228 | 7,955 |
Contribution margin | 39,879 | 11,338 |
Resale | ||
Segment Reporting Information [Line Items] | ||
Revenues | 20,256 | 2,121 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 15,755 | 1,225 |
Marketing and selling | 0 | 0 |
Contribution margin | 4,501 | 896 |
Consolidated | ||
Segment Reporting Information [Line Items] | ||
Revenues | 130,772 | 24,114 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 32,164 | 3,925 |
Marketing and selling | 54,228 | 7,955 |
Contribution margin | 44,380 | 12,234 |
General and administrative | 29,275 | 15,871 |
Depreciation and amortization | 1,385 | 295 |
Income (loss) from operations | 13,720 | (3,932) |
Interest expense – net | 3,942 | 16,319 |
Loss on extinguishment of debt | 4,285 | |
Other Expenses | 2,279 | |
Net loss | $ 3,214 | $ (20,251) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Amortization of intangible assets | $ 1.3 | $ 0.3 | |
Impairment | 563.2 | $ 563.2 | |
Developed Technology | |||
Goodwill [Line Items] | |||
Carrying Amount of Definite Lived Intangible Assets | 15.3 | 13.8 | |
Accumulated amortization | $ 3.8 | $ 2.5 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill [Member] | ||
Goodwill [Line Items] | ||
Beginning balance | $ 718,204,000 | $ 683,327,000 |
Capitalized development costs | 0 | 0 |
Amortization | 0 | 0 |
Ending balance | 718,204,000 | 683,327,000 |
Definite-lived Intangible Assets [Member] | ||
Goodwill [Line Items] | ||
Beginning balance | 13,845,000 | 2,358,000 |
Capitalized development costs | 2,748,000 | 1,726,000 |
Amortization | (1,315,000) | (295,000) |
Ending balance | 15,278,000 | 3,789,000 |
Trademarks [Member] | ||
Goodwill [Line Items] | ||
Beginning balance | 64,666,000 | 64,666,000 |
Capitalized development costs | 0 | 0 |
Amortization | 0 | 0 |
Ending balance | $ 64,666,000 | $ 64,666,000 |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Weighted average discount rate | 7.00% | ||
initial term | 12 months | ||
Right-of-use assets obtained in exchange for lease obligations | $ 3,406,000 | $ 0 | |
Operating lease liabilities | $ 2,600,000 | $ 26,051,000 | |
Weighted remaining average minimum lease term | 8 years | ||
Accrued expenses and other current liabilities | $ 8,400,000 | ||
Renewal lease term | 5 years | ||
lease payments | 16,200,000 | ||
Lease Rent | $ 0 | ||
Tenant Improvement Allowance | $ 6,500,000 | ||
leasehold improvement costs | $ 0 |
Leases - Summary of supplementa
Leases - Summary of supplemental cash flow information related to leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||
Right-of-use assets obtained in exchange for lease obligations | $ 3,406 | $ 0 |
Leases - Future lease payments
Leases - Future lease payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Remainder Of 2022 | $ 2,772 | ||
2023 | 905 | ||
2024 | 2,038 | ||
2025 | 2,458 | ||
2026 | 2,477 | ||
2027 | 2,436 | ||
Thereafter | 12,300 | ||
Total remaining lease payments | 25,386 | $ 8,100 | |
Less: Imputed interest | 7,925 | ||
Less: expected tenant improvement allowance | 6,472 | ||
Present value of lease liabilities | 10,989 | ||
2022 | $ 3,437 | ||
2023 | 905 | ||
2024 | 2,038 | ||
2025 | 2,458 | ||
2026 | 2,477 | ||
Thereafter | 14,736 | ||
Total remaining lease payments | $ 2,600 | $ 26,051 |
Impairments - Summary of Impair
Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 718,204 | $ 718,204 |
Property and equipment - net | $ 1,705 | $ 1,082 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Recovery of future customer compensation | $ 61,306 | $ 58,319 |
Insurance recovery asset | 480 | 480 |
Prepaid expenses | 8,391 | 9,573 |
Other current assets | 5,510 | 4,132 |
Total prepaid expenses and other current assets | $ 75,687 | $ 72,504 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Change in recovery of future customer compensation | $ 3 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Customer credits redeemed | $ 9.8 | $ 5.2 |
Revenue from breakage | 0.6 | 0.7 |
Increase and decrease in revenue | 1.1 | $ 1.2 |
Decrease in other current liabilities | 9.7 | |
Decrease in accrued personnel expenses | $ 5.9 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Extinguishment Of Debt [Line Items] | ||
Total long-term debt, gross | $ 275,000 | $ 465,712 |
Less: unamortized debt issuance costs | (5,854) | (5,580) |
Total long-term debt, net of issuance costs | 269,146 | 460,132 |
Less: current portion | (2,750) | 0 |
Total long-term Debt, net | 266,396 | 460,132 |
June 2017 First Lien Loan | ||
Extinguishment Of Debt [Line Items] | ||
Total long-term debt, gross | 0 | 465,712 |
February 2022 First Lien Loan | ||
Extinguishment Of Debt [Line Items] | ||
Total long-term debt, gross | $ 275,000 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Feb. 03, 2022 | Jun. 30, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 18, 2021 | May 22, 2020 | Jul. 02, 2018 |
Line of Credit Facility [Line Items] | ||||||||
Loss on extinguishment of debt | $ (4,285,000) | $ 0 | ||||||
Amortization payments | 329,000 | $ 1,311,000 | ||||||
June 2017 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 275,000,000 | $ 575,000,000 | ||||||
Line of Credit Up-sized | $ 115,000,000 | |||||||
Repayments of debt | 190,700,000 | |||||||
February 2022 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 275,000,000 | |||||||
Fair value | 270,200,000 | |||||||
Loss on extinguishment of debt | 4,300,000 | |||||||
Carrying amount | $ 269,100,000 | |||||||
Maturity date | Feb. 3, 2029 | |||||||
Amortization payments | $ 700,000 | |||||||
Effective interest rate | 3.75% | |||||||
May 2022 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 260,000,000 | |||||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from Revolving Facility | 50,000,000 | |||||||
Revolving Credit Facility | February 2022 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from Revolving Facility | $ 100,000,000 | |||||||
Loan maturity date | Feb. 3, 2027 | |||||||
Outstanding Borrowings | $ 0 | |||||||
Loans Payable [Member] | June 2017 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | 525,000,000 | |||||||
Loans Payable [Member] | June 2017 Second Lien-Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 185,000,000 | |||||||
Merger Transaction | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan principal payments | $ 148,200,000 | |||||||
SOFR Rate | February 2022 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Effective interest rate | 3.25% | |||||||
Floor Rate | 0.50% | |||||||
Recurring | Level 2 | June 2017 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Fair value | $ 465,100,000 | |||||||
Carrying amount | $ 460,100,000 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Other Expenses | $ 2,279 | $ 0 |
Stock value issued for exercise of warrants | 1,000,000 | |
Derivative warrant liability | $ 20,400 | |
Fair value of option contingent warrants | $ 1,600 | |
Warrants | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Stock value issued for exercise of warrants | 3,000,000 | |
Warrant exercise price per share | $ 10 | |
Common Stock | Warrants | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Stock value issued for exercise of warrants | 3,000,000 | |
Warrant exercise price per share | $ 15 | |
Minimum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Warrant exercise price per share | 10 | |
Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Warrant exercise price per share | $ 15 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Estimated volatility | 38.00% | 36.00% |
Expected term (years) | 9 years 7 months 6 days | 9 years 9 months 18 days |
Risk-free rate | 2.30% | 1.50% |
Expected dividend yield | 0.00% | 0.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accrued expenses and other current liabilities | $ 8.4 | ||
Termination date | Nov. 1, 2021 | ||
Sales Tax Expense | $ 0.9 | $ 2.3 | |
Prepaid Expenses and Other Current Assets [Member] | |||
Claim settlement pool | 4.5 | ||
Insurance recovery assets | 0.5 | $ 0.5 | |
Accrued expenses and other current liabilities [Member] | |||
Company recognized a liability for sales tax | 5 | 8.8 | |
Canada | |||
Accrued liabilities | 0.9 | 0.9 | |
Accrued Liabilities [Member] | |||
Accrued liabilities | $ 1.7 | $ 1.7 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Accrued charitable contributions payable | $ 0.3 | $ 1.3 | |
Vivid Cheers [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued charitable contributions payable | $ 0.6 | $ 0.5 |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Income tax expense in continuing operations | $ 0.1 |
State and Federal Net Operating Loss Rate | 80.00% |
Equity Based Compensation (Addi
Equity Based Compensation (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 11, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares Granted | 4,100,000 | |||
Stock options exercised | 0 | 0 | ||
Stock options forfeited | 0 | 0 | ||
Stock options outstanding | 6,700,000 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards granted in period | 1,400,000 | |||
Shares Vested | 0 | |||
Weighted average grant date fair value | $ 10.26 | |||
Shares Outstanding | 2,700,000 | 1,400,000 | ||
Unrecognized compensation expense | $ 31,000 | |||
Equity-based compensation expense | $ 1,300 | $ 0 | ||
RSUs | Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | |||
Shares Granted | 2,600,000 | |||
Unrecognized compensation expense | $ 24,000 | |||
Equity-based compensation expense | $ 1,100 | $ 0 | ||
Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Option Exercise Price | $ 10.26 |
Equity Based Compensation - Fai
Equity Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 37.50% |
Expected term (years) | 5 years 10 months 24 days |
Interest rate | 2.00% |
Dividend yield | 0.00% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Numerator for earnings per share calculation | |||
Net income | $ 3,138 | ||
Less: Income attributable to redeemable noncontrolling interests | 1,879 | ||
Net income attributable to Class A Common Stockholders-diluted | 1,259 | $ 0 | |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ 3,138 | ||
Denominator for earnings per share calculation | |||
Weighted average Class A common stock outstanding-basic | [1] | 79,151,929 | |
Weighted Average Number of Shares Outstanding, Diluted | [1] | 198,414,147 | |
Basic EPS | |||
Net income attributable to Class A Common Stockholders-basic | $ 3,138 | ||
Noncontrolling interests | $ 1,720 | ||
Noncontrolling Interests, Shares | 118,200,000 | ||
Effect of Exercise Warrants | $ 9 | ||
Effect of Exercise Warrants | 1,035,625 | ||
Net income per Class A common stock-basic | [1] | $ 0.02 | |
Diluted EPS | |||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 1,259 | $ 0 | |
Net income per Class A common stock-diluted | [1] | $ 0.02 | |
Subsidiaries [Member] | |||
Basic EPS | |||
Effect of RSUs | 26,593 | ||
Common Class A [Member] | |||
Numerator for earnings per share calculation | |||
Net income | $ 1,259 | ||
Net income attributable to Class A Common Stockholders-diluted | 2,988 | ||
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ 1,259 | ||
Denominator for earnings per share calculation | |||
Weighted average Class A common stock outstanding-basic | 79,151,929 | ||
Weighted Average Number of Shares Outstanding, Diluted | 198,414,147 | ||
Basic EPS | |||
Net income attributable to Class A Common Stockholders-basic | $ 1,259 | ||
Net income per Class A common stock-basic | $ 0.02 | ||
Diluted EPS | |||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 2,988 | ||
Net income per Class A common stock-diluted | $ 0.02 | ||
Common Class A [Member] | Subsidiaries [Member] | |||
Denominator for earnings per share calculation | |||
Weighted average Class A common stock outstanding-basic | 79,151,929 | ||
[1] | There were no shares of Class A Common Stock outstanding prior to October 18, 2021. Therefore, no income (loss) per share information has been presented for any period prior to that date. |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - Subsidiaries | 3 Months Ended |
Mar. 31, 2022shares | |
RSUs | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Dilutive common equivalent units | 1,292,011 |
Stock options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Dilutive common equivalent units | 6,660,995 |
Class A Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Dilutive common equivalent units | 24,652,569 |
Exercise Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Dilutive common equivalent units | 17,000,000 |
Hoya Intermediate Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Dilutive common equivalent units | 6,000,000 |