Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
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 | Accelerated Filer | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity File Number | 001-40926 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-3355184 | |
Entity Address, Address Line One | 24 E. Washington Street, | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60602 | |
City Area Code | 312 | |
Local Phone Number | 291-9966 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Ex Transition Period | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | SEAT | |
Entity Common Stock, Shares Outstanding | 131,426,561 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 76,225,000 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SEATW | |
Title of 12(b) Security | Warrants to purchase one share of Class A common stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 154,028 | $ 125,484 |
Restricted cash | 6,851 | 6,950 |
Accounts receivable - net | 69,649 | 58,481 |
Inventory - net | 29,505 | 21,018 |
Prepaid expenses and other current assets | 36,822 | 34,061 |
Total current assets | 296,855 | 245,994 |
Property and equipment - net | 9,831 | 10,156 |
Right-of-use assets - net | 9,287 | 9,826 |
Intangible assets - net | 233,719 | 241,155 |
Goodwill | 944,129 | 947,359 |
Deferred tax assets | 84,727 | 85,564 |
Investments | 7,190 | 6,993 |
Other non-current assets | 3,502 | 3,052 |
Total assets | 1,589,240 | 1,550,099 |
Current liabilities: | ||
Accounts payable | 307,399 | 257,514 |
Accrued expenses and other current liabilities | 181,207 | 191,642 |
Deferred revenue | 32,983 | 34,674 |
Current maturities of long-term debt | 3,577 | 3,933 |
Total current liabilities | 525,166 | 487,763 |
Long-term debt - net | 264,008 | 264,632 |
Long-term lease liabilities | 15,653 | 16,215 |
TRA liability | 160,213 | 165,699 |
Other liabilities | 28,061 | 29,031 |
Total long-term liabilities | 467,935 | 475,577 |
Commitments and contingencies (Note 15) | ||
Redeemable noncontrolling interests | 456,588 | 481,742 |
Shareholders' deficit | ||
Additional paid-in capital | 1,130,137 | 1,096,430 |
Treasury stock, at cost, 7,667,497 and 7,291,497 shares at March 31, 2024 and December 31, 2023, respectively | (56,706) | (52,586) |
Accumulated deficit | (933,519) | (939,596) |
Accumulated other comprehensive income (loss) | (383) | 747 |
Total Shareholders' equity | 139,551 | 105,017 |
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit | 1,589,240 | 1,550,099 |
Class A Common Stock | ||
Shareholders' deficit | ||
Common Stock | 14 | 14 |
Class B Common Stock | ||
Shareholders' deficit | ||
Common Stock | $ 8 | $ 8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Treasury Stock, Common, Shares | 8,006,497 | 7,291,497 |
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 | 142,048,979 | 141,167,311 |
Common stock, shares outstanding | 142,048,979 | 141,167,311 |
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 | 76,225,000 | 76,225,000 |
Common stock, shares outstanding | 76,225,000 | 76,225,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Costs and expenses: | ||
Depreciation and amortization | $ 10,483 | $ 2,598 |
Change in fair value of contingent consideration | 0 | 34 |
Other (income) expense: | ||
Net income | 12,870 | 30,272 |
Net income attributable to Class A Common Stockholders | 6,077 | 12,182 |
Hoya Intermediate, LLC | ||
Revenues | 190,852 | 161,063 |
Costs and expenses: | ||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 49,583 | 37,760 |
Marketing and selling | 67,745 | 54,772 |
General and administrative | 42,366 | 32,389 |
Depreciation and amortization | 10,483 | 2,598 |
Change in fair value of contingent consideration | 0 | 34 |
Income from operations | 20,675 | 33,510 |
Other (income) expense: | ||
Interest expense – net | 5,082 | 3,280 |
Other (income) expenses | 2,582 | (327) |
Income before income taxes | 13,011 | 30,557 |
Income tax expense | 2,269 | 285 |
Net income | 10,742 | 30,272 |
Net income | 4,665 | 18,090 |
Net income attributable to Class A Common Stockholders | $ 6,077 | $ 12,182 |
Income per Class A Common Stock: | ||
Basic | $ 0.05 | $ 0.16 |
Diluted | $ 0.04 | $ 0.15 |
Weighted average Class A Common Stock outstanding: | ||
Basic | 134,068,276 | 77,410,820 |
Diluted | 210,909,861 | 195,823,982 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 12,870 | $ 30,272 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net income | $ 12,870 | $ 30,272 |
Hoya Intermediate, LLC | ||
Net income | 10,742 | 30,272 |
Other comprehensive income: | ||
Foreign currency translation adjustment | (1,865) | 0 |
Unrealized gain on investments | 92 | 0 |
Comprehensive income | 8,969 | 30,272 |
Net income attributable to redeemable noncontrolling interests | 4,665 | 18,090 |
Foreign currency translation adjustment attributable to redeemable noncontrolling interests | (676) | 0 |
Unrealized gain on investments attributable to redeemable noncontrolling interests | 33 | 0 |
Comprehensive income attributable to Class A Common Stockholders | $ 4,947 | $ 12,182 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Treasury Stock, Common [Member] | AOCI Attributable to Parent [Member] | Common Stock [Member] Class A Common Stock | Common Stock [Member] Class B Common Stock | Noncontrolling Interest [Member] | Noncontrolling Interest [Member] Senior Preferred Units |
Temporary equity, Balances at Dec. 31, 2022 | $ 862,860 | ||||||||
Balances, shares at Dec. 31, 2022 | (4,342,477) | 82,410,774 | 118,200,000 | ||||||
Balances at Dec. 31, 2022 | $ (382,698) | $ (32,494) | $ 0 | $ 8 | $ 12 | ||||
Income before income taxes | 12,182 | ||||||||
Net income | $ 18,090 | ||||||||
Issuance of shares, shares | 491,502 | ||||||||
Issuance of shares | 1 | $ 1 | |||||||
Equity-based compensation | 4,615 | ||||||||
Deemed contribution from former parent | 391 | 577 | |||||||
Repurchases of common stock | (7,612) | $ (7,612) | |||||||
Repurchases of common stock Share | $ (949,020) | ||||||||
Distributions to non-controlling interest | (3,816) | ||||||||
Subsequent remeasurement of Redeemable noncontrolling interests | (24,155) | 24,155 | |||||||
Balances, shares at Mar. 31, 2023 | (5,291,497) | 82,902,276 | 118,200,000 | ||||||
Balances at Mar. 31, 2023 | (397,276) | $ (40,106) | 0 | $ 9 | $ 12 | 901,866 | |||
Temporary equity, Balances at Dec. 31, 2023 | 481,742 | ||||||||
Balances, shares at Dec. 31, 2023 | 141,167,311 | 76,225,000 | (7,291,497) | 141,167,311 | 76,225,000 | ||||
Balances at Dec. 31, 2023 | 105,017 | $ (52,586) | 747 | $ 14 | $ 8 | ||||
Income before income taxes | 6,077 | ||||||||
Net income | 4,665 | ||||||||
Issuance of shares, shares | 961,573 | ||||||||
Net settlement of equity incentive awards, shares | (79,905) | ||||||||
Net settlement of equity incentive awards value | (462) | ||||||||
Equity-based compensation | 8,439 | ||||||||
Deemed contribution from former parent | 133 | 75 | |||||||
Repurchases of common stock | (4,120) | $ (4,120) | |||||||
Repurchases of common stock Share | $ (715,000) | ||||||||
Distributions to non-controlling interest | (3,654) | ||||||||
Other comprehensive income | (1,130) | (1,130) | (643) | ||||||
Subsequent remeasurement of Redeemable noncontrolling interests | 25,597 | (25,597) | |||||||
Balances, shares at Mar. 31, 2024 | 142,048,979 | 76,225,000 | (8,006,497) | 142,048,979 | 76,225,000 | ||||
Balances at Mar. 31, 2024 | $ 139,551 | $ (56,706) | $ (383) | $ 14 | $ 8 | $ 456,588 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net income | $ 12,870 | $ 30,272 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 10,483 | 2,598 |
Amortization of leases | 412 | 150 |
Amortization of deferred financing costs | 236 | 226 |
Equity-based compensation expense | 8,488 | 5,530 |
Change in fair value of warrants | (460) | (327) |
Change in fair value of derivative asset | 37 | 0 |
Change in fair value of contingent consideration | 0 | 34 |
Loss on asset disposals | 102 | 7 |
Deferred taxes | 862 | 0 |
Non-cash interest income | (142) | 0 |
Foreign currency revaluation loss | 3,005 | 0 |
Change in assets and liabilities: | ||
Accounts receivable | (11,448) | (10,000) |
Inventory | (8,491) | (11,370) |
Prepaid expenses and other current assets | (2,778) | (3,417) |
Accounts payable | 50,493 | 56,826 |
Accrued expenses and other current liabilities | (20,379) | 444 |
Deferred revenue | (1,691) | (6,063) |
Other non-current assets and liabilities | (306) | 201 |
Net cash provided by operating activities | 39,165 | 65,111 |
Cash flows from investing activities | ||
Purchases of property and equipment | (92) | (215) |
Purchases of personal seat licenses | (564) | (365) |
Investments in developed technology | (4,631) | (2,027) |
Net cash used in investing activities | (5,287) | (2,607) |
Cash flows from financing activities | ||
Payments of February 2022 First Lien Loan | (688) | (688) |
Payments of Shoko Chukin Bank Loan | (281) | 0 |
Repurchase of common stock | (3,105) | (7,612) |
Payments for taxes related to net settlement of equity incentive awards | (462) | 0 |
Payments of TRA liability | (77) | 0 |
Cash paid for milestone payments | 0 | (2,500) |
Net cash used in financing activities | (4,613) | (10,800) |
Impact of foreign exchange on cash, cash equivalents, and restricted cash | (820) | 0 |
Net increase in cash, cash equivalents, and restricted cash | 28,445 | 51,704 |
Cash, cash equivalents, and restricted cash - beginning of period | 132,434 | 252,290 |
Cash, cash equivalents, and restricted cash - end of period | 160,879 | 303,994 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 6,074 | 1,941 |
Cash paid for income tax | 623 | 0 |
Cash paid for operating lease liabilities | 664 | 234 |
Repurchase of common stock recorded in Accrued expenses and other current liabilities | 1,015 | 0 |
Subsidiaries [Member] | ||
Cash flows from operating activities | ||
Net income | 10,742 | 30,272 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 10,483 | 2,598 |
Change in fair value of contingent consideration | $ 0 | $ 34 |
Background and Basis of Present
Background and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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. (“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 buyers to easily discover and purchase tickets to live events and attractions and book hotel rooms and packages in the United States, Canada and Japan. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers and partners within our online ticket marketplace, while enabling ticket sellers and partners to seamlessly manage their operations. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. We have prepared these unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for comprehensive annual financial statements. These condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read together with the audited annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 8, 2024 (our “2023 Form 10-K”). These condensed consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. New Accounting Standards Issued Accounting Standards Adopted Acquired Contract Assets and Contract Liabilities In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) Topic 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. The ASU 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 these requirements in the fourth quarter of 2023, with no material impact on our condensed consolidated financial statements. 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 impact of adopting the amendments on our future condensed 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. We are currently evaluating the impact of adopting the new standard, which is expected to result in enhanced disclosures, on our future condensed consolidated financial statements. Stock Compensation In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718)—Scope Application of Profits Interest and Similar Awards. The amendments are intended to improve the clarity of paragraph 718-10-15-3 and its application to profits interest or similar awards, primarily through the addition of an illustrative example. The amendments are effective for fiscal years beginning after December 15, 2025, and for interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact of adopting the amendments on our future condensed consolidated financial statements. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | 3. Business Acquisitions Vegas.com Acquisition On November 3, 2023 , we acquired VDC Holdco, LLC, the parent company of Vegas.com, LLC (together, “Vegas.com”), an online ticket marketplace headquartered in Las Vegas, Nevada . The purchase price was $ 248.3 million, comprising $ 152.8 million in cash and approximately 15.6 million shares of our Class A common stock. We financed the cash portion of the purchase price at closing with cash on hand. 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. As a result, these allocations are subject to change during the one-year measurement period. There were no changes to the preliminary purchase price allocation during the three months ended March 31, 2024. Wavedash Acquisition On September 8, 2023 , we acquired WD Holdings Co., Ltd., the parent company of Wavedash Co., Ltd. (together, “Wavedash”) , an online ticket marketplace headquartered in Tokyo, Japan. The purchase price was JPY 10,946.1 million, or approximately $ 74.3 million based on the exchange rate in effect on the acquisition date, before considering the net effect of cash acquired. We financed the purchase price at closing with cash on hand. 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. As a result, these allocations are subject to change during the one-year measurement perio d. There were no changes to the preliminary purchase price allocation during the three months ended March 31, 2024. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Hoya Intermediate, LLC | |
Disaggregation of Revenue [Line Items] | |
Revenue Recognition | 4. Revenue Recognition We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers . We have two reportable segments: Marketplace and Resale. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers and partners through which we earn revenue processing ticket sales for live events and attractions and from facilitating the booking of hotel rooms and packages from our Owned Properties and from our Private Label Offering. Our Owned Properties consist of our websites and mobile applications, including Vivid Seats, Vegas.com and Wavedash, and our Private Label Offering consists of numerous distribution partners. The Owned Properties component of our Marketplace segment also includes our Vivid Picks daily fantasy sports offering, where users partake in contests by making picks from a variety of sport and player matchups. Using our online platform, we facilitate customer payments, deposits and withdrawals, coordinate ticket deliveries and provide customer service. Marketplace revenues consisted of the following (in thousands): Three Months Ended March 31, 2024 2023 Marketplace revenues: Owned Properties $ 126,571 $ 102,815 Private Label 33,441 33,766 Total Marketplace revenues $ 160,012 $ 136,581 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended March 31, 2024 2023 Marketplace revenues: Concerts $ 68,029 $ 74,879 Sports 47,348 45,600 Theater 37,907 15,390 Other 6,728 712 Total Marketplace revenues $ 160,012 $ 136,581 In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. Resale revenues were $ 30.8 million and $ 24.5 million during the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, Deferred revenue in the Condensed Consolidated Balance Sheets was $ 33.0 million , which primarily relates to our Vivid Seats Rewards loyalty program. Stamps earned under the program expire in two to three years , if not converted to credits, and credits expire in two to four years , if not redeemed. We expect to recognize all outstanding deferred revenue in the next seven years . At December 31, 2023, $ 34.7 million was recorded as Deferred revenue, of which $ 8.5 million was recognized as revenue during the three months ended March 31, 2024. At December 31, 2022, $ 32.0 million was recorded as Deferred revenue, of which $ 10.9 million was recognized as revenue during the three months ended March 31, 2023. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | 5. Segment Reporting Our reportable segments are Marketplace and Resale. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers and partners through which we earn revenue processing ticket sales for live events and attractions and from facilitating the booking of hotel rooms and packages. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. Revenues and contribution margin (defined as revenues less cost of revenues and marketing and selling expenses) are used by our Chief Operating Decision Maker (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 tables represent our segment information (in thousands): Three Months Ended March 31, 2024 Marketplace Resale Consolidated Revenues $ 160,012 $ 30,840 $ 190,852 Cost of revenues (exclusive of depreciation and amortization shown separately below) 26,141 23,442 49,583 Marketing and selling 67,745 — 67,745 Contribution margin $ 66,126 $ 7,398 $ 73,524 General and administrative 42,366 Depreciation and amortization 10,483 Income from operations 20,675 Interest expense – net 5,082 Other expense 2,582 Income before income taxes $ 13,011 Three Months Ended March 31, 2023 Marketplace Resale Consolidated Revenues $ 136,581 $ 24,482 $ 161,063 Cost of revenues (exclusive of depreciation and amortization shown separately below) 20,060 17,700 37,760 Marketing and selling 54,772 — 54,772 Contribution margin $ 61,749 $ 6,782 $ 68,531 General and administrative 32,389 Depreciation and amortization 2,598 Change in fair value of contingent consideration 34 Income from operations 33,510 Interest expense – net 3,280 Other income ( 327 ) Income before income taxes $ 30,557 Substantially all of our sales occur and assets reside in the United States. |
Accounts Receivable - Net
Accounts Receivable - Net | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Accounts Receivable - Net | 6. Accounts Receivable - Net The following table summarizes our accounts receivable balance, net of allowance for doubtful accounts (in thousands): March 31, December 31, 2024 2023 Uncollateralized payment processor obligations $ 49,100 $ 32,810 Due from marketplace ticket sellers for cancellation charges 5,980 5,632 Due from distribution partners for cancellation charges 13,750 12,736 Event insurance and other commissions receivable 4,745 11,414 Allowance for credit losses ( 10,853 ) ( 10,074 ) Other 6,927 5,963 Total Accounts Receivable $ 69,649 $ 58,481 We recorded an allowance for credit losses of $ 10.9 million and $ 10.0 million at March 31, 2024 and December 31, 2023, 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 three months ended March 31, 2024 due to an increase in uncollateralized payment processor obligations from higher recent sales volumes. There were no write-offs for the three months ended March 31, 2024 and 2023. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
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 consisted of the following (in thousands): March 31, December 31, 2024 2023 Recovery of future customer compensation $ 23,563 $ 25,750 Prepaid expenses 11,811 8,218 Other current assets 1,448 93 Total prepaid expenses and other current assets $ 36,822 $ 34,061 Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs decreased by $ 2.2 million at March 31, 2024 compared to December 31, 2023 due to a decrease in estimated future cancellation rates. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets Goodwill Goodwill is included in our Marketplace segment . The following tables summarize the changes in the carrying amount of goodwill (in thousands): Goodwill Balance at December 31, 2023 $ 947,359 Foreign currency translation ( 3,230 ) Balance at March 31, 2024 $ 944,129 We had recorded $ 377.1 million of cumulative impairment charges related to our goodwill as of March 31, 2024 and December 31, 2023. Definite-Lived Intangible Assets The following table summarizes components of our definite-lived intangible assets (in thousands): March 31, December 31, Definite-lived Intangible Assets Supplier relationships $ 57,123 $ 57,123 Customer relationships 34,620 34,620 Acquired developed technology 29,240 29,240 Capitalized development costs 31,835 28,912 Capitalized development costs – Work in progress 6,558 4,795 Foreign currency translation ( 818 ) 1,315 Total gross book value $ 158,558 $ 156,005 Less: Accumulated amortization Supplier relationships $ ( 6,185 ) $ ( 2,881 ) Customer relationships ( 6,158 ) ( 3,522 ) Acquired developed technology ( 4,424 ) ( 2,551 ) Capitalized development costs ( 18,631 ) ( 16,433 ) Foreign currency translation 80 ( 97 ) Total accumulated amortization $ ( 35,318 ) $ ( 25,484 ) Indefinite-lived Intangible Assets Trademarks $ 110,538 $ 110,538 Foreign currency translation ( 59 ) 96 Intangible assets – net $ 233,719 $ 241,155 Amortization expense on our definite-lived intangible assets was $ 10.0 million and $ 2.3 million for the three months ended March 31, 2024 and 2023, respectively. Amortiza tion expense is presented in Depreciation and amortization in the Condensed Consolidated Statements of Operations. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2024 | |
Investments [Abstract] | |
Investments | 9. Investments In July 2023, we invested $ 6.0 million in a privately held company in the form of a convertible promissory note (the “Note”) and a warrant to purchase up to 1,874,933 shares of the company’s stock (the “Warrant”). Interest on the Note accrues at 8 % per annum and outstanding principal and accrued interest is due and payable at the earlier of July 3, 2030 or a change in control of the company. The Warrant is exercisable until the date three years after the Note is repaid, subject to certain accelerating events. We account for the Note in accordance with ASC Topic 320, Investments - Debt and Equity Securities. The Note is classified as an available-for-sale security and is recorded at fair value with the change in unrealized gains and losses reported as a separate component on the Condensed Consolidated Statements of Comprehensive Income until realized. The Note’s unrealized gain for the three months ended March 31, 2024 was $ 0.1 million . The Note’s amortized cost was $ 2.8 million and $ 2.7 million at March 31, 2024 and December 31, 2023, respectively. We did not recognize any credit losses related to the Note during the three months ended March 31, 2024. We account for the Warrant in accordance with ASC Topic 815, Derivatives and Hedging , pursuant to which we record the derivative instrument on the Condensed Consolidated Balance Sheets at fair value with changes in fair value recognized in Other (income) expense on the Condensed Consolidated Statements of Operations on 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements We account for financial instruments under ASC Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. Financial instruments recorded at fair value on recurring basis as of March 31, 2024 and December 31, 2023 were as follows (in thousands): Fair Value Measurements Using Level 1 Level 2 Level 3 Total March 31, 2024 Note $ — $ — $ 3,102 $ 3,102 Warrant — — 4,088 4,088 $ — $ — $ 7,190 $ 7,190 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: Assets Significant March 31, December 31, Note Expected terms (years) 6.3 6.5 Implied Yield 21.1 % 21.7 % Warrant Expected terms (years) 6.3 6.5 Estimated volatility 55.0 % 56.0 % Risk-free rate 4.2 % 3.9 % Expected dividend yield 0 % 0 % The following table provides a reconciliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs (in thousands): Note Warrant Balance at January 1, 2024 $ 2,868 $ 4,125 Accretion of discount 22 — Interest paid-in-kind 120 — Total unrealized gains or losses: Recognized in earnings — ( 37 ) Recognized in Other comprehensive income 92 — Balance at March 31, 2024 $ 3,102 $ 4,088 Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of their short-term nature. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 11. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued marketing expense $ 35,383 $ 39,210 Accrued customer credits 62,941 64,318 Accrued future customer compensation 31,426 33,010 Accrued payroll 6,493 17,381 Accrued operating expenses 20,307 20,828 Other current liabilities 24,657 16,895 Total accrued expenses and other current liabilities $ 181,207 $ 191,642 Accrued customer credits represent credits issued and outstanding for 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 we 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 three months ended March 31, 2024, $ 1.5 million of accrued customer credits were redeemed and we recognized $ 2.1 million of revenue from breakage. During the three months ended March 31, 2023, $ 2.6 million of accrued customer credits were redeemed and we recognized $ 4.6 million of revenue from breakage. 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 cancellations, 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, 2024 and 2023, we recognized a net decrease in revenue of $ 0.1 million and $ 0.8 million , respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to cancellations where the performance obligations were satisfied in prior periods. Other current liabilities primarily increased as a result of accrued, but not paid, tax distributions, and accrued TRA liability that is expected to be paid in the next 12 months. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt Our outstanding debt is comprised of the following (in thousands): March 31, December 31, 2024 2023 February 2022 First Lien Loan $ 269,500 $ 270,188 Shoko Chukin Bank Loan 2,477 2,954 Total long-term debt, gross 271,977 273,142 Less: unamortized debt issuance costs ( 4,392 ) ( 4,577 ) Total long-term debt, net of issuance costs 267,585 268,565 Less: current portion ( 3,577 ) ( 3,933 ) Total long-term debt, net $ 264,008 $ 264,632 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 with Horizon Acquisition Corporation (the “Merger Transaction”) and a related private investment in public equity . 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 March 31, 2024, 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 8.98 % and 9.05 % per annum at March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024, we were in compliance with all debt covenants related to the February 2022 First Lien Loan. Shoko Chukin Bank Loan In connection with our acquisition of Wavedash, we assumed long-term debt owed to Shoko Chukin Bank (the “Shoko Chukin Bank Loan” ) 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. Because the fair value was estimated using quoted prices that are directly observable in the marketplace, it is estimated on a Level 2 basis. At March 31, 2024 and December 31, 2023, the fair value of the Shoko Chukin Bank Loan approximated the carrying value. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 13. Financial Instruments 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 Acquisition Corporation warrants to purchase 18,132,776 shares of our Class A common stock at an exercise price of $ 11.50 per share (the “Public Warrants” ), of which warrants to purchase 5,166,666 shares were issued to Horizon Sponsor, LLC. The Public Warrants are traded on the Nasdaq Stock Market under the symbol “SEATW.” As of March 31, 2024, there were 6,766,853 Public Warrants outstanding. Private Warrants We issued to Horizon Sponsor, LLC warrants to purchase 6,519,791 shares of our Class A common stock at an exercise price of $ 11.50 per share (the “Private Warrants” ). As of March 31, 2024, there were 6,519,791 Private Warrants outstanding . Exercise Warrants We issued to Horizon Sponsor, LLC warrants to purchase 17,000,000 shares of our Class A common stock at an exercise price of $ 10.00 per share (the “$ 10 Exercise Warrants”) and warrants to purchase 17,000,000 shares of our 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”). As of March 31, 2024, there were 17,000,000 $ 10 Exercise Warrants and 17,000,000 $ 15 Exercise Warrants outstanding. Hoya Intermediate Warrants Hoya Intermediate issued to Hoya Topco, LLC (“Hoya Topco”) warrants to purchase 3,000,000 Intermediate Units at an exercise price of $ 10.00 per unit (the “$ 10 Hoya Intermediate Warrants”) and warrants to purchase 3,000,000 Intermediate Units at an exercise of $ 15.00 per unit (the ”$ 15 Hoya Intermediate Warrants” and, together with the $ 10 Hoya Intermediate Warrants, 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 we issued 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. On December 7, 2023, Hoya Topco voluntarily terminated a portion of the Hoya Intermediate Warrants, consisting of Option Contingent Warrants to purchase 1,000,000 Intermediate Units at exercise prices of $ 10.00 and $ 15.00 per unit, respectively. As of March 31, 2024, there were 2,000,000 $ 10 Hoya Intermediate Warrants and 2,000,000 $ 15 Hoya Intermediate Warrants outstanding. The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants: March 31, December 31, December 7, 2024 2023 2023 Estimated volatility 50.0 % 48.0 % 48.0 % Expected term (years) 7.6 7.8 7.9 Risk-free rate 4.2 % 3.9 % 4.2 % Expected dividend yield 0.0 % 0.0 % 0.0 % For the three months ended March 31, 2024, the fair value of the Hoya Intermediate Warran ts decreased by $ 0.5 million, which is presented in Other (income) expense on the Condensed Consolidated Statements of Operations. For the three months ended March 2023, the fair value of both the Hoya Intermediate Warrants and the Option Contingent Warrants decreased by $ 0.3 million, which i s presented in Other (income) expense on the Condensed Consolidated Statements of Operations. Upon the valid exercise of a Hoya Intermediate Warrant for Intermediate Units, we will issue an equivalent number of shares of our Class B common stock to Hoya Topco. Mirror Warrants Hoya Intermediate issued to us warrants to purchase 17,000,000 of its common units (“Intermediate Units”) at an exercise price of $ 10.00 per unit (the “$ 10 Mirror Warrants”), warrants to purchase 17,000,000 Intermediate Units at an exercise of $ 15.00 per unit (the “$ 15 Mirror Warrants”), and 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”). Upon the valid exercise of a Public, Private or Exercise Warrant, Hoya Intermediate will issue to us an equivalent number of Intermediate Units. Similarly, if a Public, Private or Exercise Warrant is tendered, an equivalent number of Mirror Warrants will be tendered. As of March 31, 2024, there were 17,000,000 $ 10 Mirror Warrants, 17,000,000 $ 15 Mirror Warrants and 13,286,644 $ 11.50 Mirror Warrants outstanding . |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | 14. Equity Share Repurchase Programs On February 29, 2024, our Board of Directors (our “Board” ) authorized a share repurchase program for up to $ 100.0 million of our Class A common stock, which program was publicly announced on March 5, 2024 and does not have a fixed expiration date (the “2024 Repurchase Program”). A s of March 31, 2024, we have repurchased 0.7 million shares of our Class A Common Stock for $ 4.1 million under the 2024 Repurchase Program and paid less than $ 0.1 million in commissions. As of March 31, 2024, approximately $ 95.9 million remained available for future repurchases under the 2024 Repurchase Program. On May 25, 2022, our Board authorized a share repurchase program for up to $ 40.0 million of our Class A common stock, which program was publicly announced on May 26, 2022 (the “2022 Repurchase Program”). The 2022 Repurchase Program ’ s authorization was fully utilized during 2022 and the three months ended March 31, 2023. Cumulatively under the 2022 Repurchase Program, we repurchased 5.3 million shares of our Class A common stock for $ 40.0 million and paid $ 0.1 million in commissions . Share repurchases are accounted for as Treasury stock in the Condensed Consolidated Balance Sheets. Accumulated Other Comprehensive Income (Loss) The following table presents the changes in each component of Accumulated other comprehensive income (loss) attributable to Class A Common Stockholders (in thousands): Unrealized Foreign Total Balance at January 1, 2024 $ 106 $ 641 $ 747 Other comprehensive income 59 ( 1,189 ) ( 1,130 ) Balance at March 31, 2024 $ 165 $ ( 548 ) $ ( 383 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Hoya Intermediate, LLC | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Commitments and Contingencies | 15. 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 were 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. As of March 31, 2024 and December 31, 2023, a liability o f $ 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 have been a defendant in 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 such lawsuit was entered by the court in November 2021 , pursuant to which we paid $ 4.5 million (after insurance) to fund a claims settlement pool in 2021 that was fully disbursed in 2022. A final order approving the settlement of another such lawsuit was entered by the court on January 31, 2023, pursuant to which we paid $ 3.3 million (after insurance) to cover legal and administrative fees and approved claims (payments for which were made in August 2023). We had no accrued liability as of March 31, 2024 and December 31, 2023 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 Condensed Consolidated Balance Sheets related to this matter. Other In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded 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 and local regulations and will implement required collection and remittance procedures if and when we are subject to such regulations. As of March 31, 2024 and December 31, 2023, we had recorded a liability o f $ 0.4 million and $ 3.2 million, resp ectively, related to uncollected local admissions taxes. This liability is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets . During the three months ended March 31, 2024, we received an abatement related to uncollected amounts, which resulted in a reduction of the liability and a reduction in General and administrative expenses of $ 2.7 million. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 16. 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 our 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 greater than 10% of Viral Nation. We incurred an expense of $ 0.3 million an d zero for these services during the three months ended March 31, 2024 and 2023, respectively, which is presented in Marketing and selling expenses in the Condensed Consolidated Statements of Operations. Rolling Stone, LLC Rolling Stone, LLC (“Rolling Stone”) is a high-profile magazine and media platform focused on music, film, television and news coverage. Todd Boehly, a member of our Board, is the Co-Founder, Chairman and CEO of Eldridge, which owns greater than 10% of Rolling Stone. We incurred an expense of zero a nd $ 0.3 million as part of our multifaceted partnership with Rolling Stone for the three months ended March 31, 2024 and 2023, respectively, which is presented in Marketing and selling expenses in the Condensed Consolidated Statements of Operations. Los Angeles Dodgers The Los Angeles Dodgers (the “Dodgers”) is a Major League Baseball team based in Los Angeles, California. Todd Boehly, a member of our Board, owns greater than 10% of the Dodgers. As part of our strategic partnership with the Dodgers, including our designation as an Official Ticket Marketplace of the Dodgers and certain other advertising, marketing, promotional and sponsorship benefits, we incurred zero expense for the three months ended March 31, 2024 and 2023, and recorded a prepaid expense of $ 1.9 million as of March 31, 2024, which is presented in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. Tax Receivable Agreement In connection with the Merger Transaction, we entered into a Tax Receivable Agreement (the “TRA”) with the existing Hoya Intermediate shareholders. For more information, see “Tax Receivable Agreement” in Note 17, Income Taxes . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes For the three months ended March 31, 2024, we recorded a $ 2.3 million income tax expense in continuing operations. The effective income tax rate differs from the 21 % U.S. federal statutory rate due to a non-controlling interest adjustment for VSI ’s allocable share of Hoya Intermediate’ s income and state taxes. For the three months ended March 31, 2023, we recorded a $ 0.3 million income tax expense in continuing operations. Our effective income tax rate differed from the 21 % U.S. federal statutory rate due to a non-controlling interest adjustment for VSI’s allocable share of Hoya Intermediate’s income, partial release of valuation allowances due to year to date earnings, and state taxes. As of March 31, 2024 and 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 each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of March 31, 2023, we maintained a valuation allowance against our U.S. net operating losses, interest limitations and tax credit carryforwards, which was released in the second quarter of 2023. Certain tax attributes remain subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 as a result of the historical acquisitions. We maintain a partial valuation allowance on our investments in partnership related to the portion of the basis difference that we do not expect to realize on a more likely than not basis. 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. 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 March 31, 2024, we estimate that the tax savings associated with all tax attributes described above would require us to pay $ 165.7 million, primarily over the next 15 years. As of March 31, 2024, $ 5.5 million is due within the next 12 months. |
Equity Based Compensation
Equity Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 18. Equity-Based Compensation Our 2021 Incentive Award Plan, as amended (the “2021 Plan”), was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, directors and consultants. The 2021 Plan became effective on October 18, 2021 upon consummation of the Merger Transaction, and the First Amendment to the 2021 Plan became effective on February 5, 2024. Restricted Stock Units Restricted Stock Units (“RSUs”) are awards denominated in a hypothetical equivalent number of shares of our Class A common stock. The value of each RSU is equal to the fair value of our Class A common stock on the grant date. Each RSU converts into shares of our Class A Common stock upon vesting. During the three months ended March 31, 2024, we granted 8.1 million RSUs to certain employees at a weighted average grant date fair value of $ 5.34 per share. In March 2023, we granted 2.5 million RSUs to certain employees at a weighted average grant date fair value of $ 7.17 per share. RSUs granted to employees vest over three years, with one-third vesting on the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through each vesting date. 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, 2023 3,866 $ 8.35 Granted 8,126 5.34 Forfeited ( 59 ) 7.79 Vested ( 962 ) 7.88 Unvested at March 31, 2024 10,971 $ 6.16 Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2022 2,551 $ 10.99 Granted 2,495 7.17 Forfeited ( 30 ) 9.84 Vested ( 492 ) 10.59 Unvested at March 31, 2023 4,524 $ 8.93 Stock Options Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant date. On March 10, 2023, we granted 3.6 million stock options to certain employees with an exercise price of $ 7.17 per share and a grant date fair value of $ 3.30 per option. The stock options vest over three years , with one-third vesting on the one-year anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through each vesting date. The stock options have a contractual term of ten years from the grant 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 the stock options granted on March 10, 2023: Volatility 42.0 % Expected term (years) 5.9 Risk-free rate 3.9 % Dividend yield 0.0 % A summary of activity for stock options is as follows (in thousands, except 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, 2023 8,807 $ 8.02 9 $ — Options granted — — Options exercised — — Options forfeited — — Options expired — — Outstanding at March 31, 2024 8,807 $ 8.02 9 $ — Outstanding Options Weighted Average Exercise Price Per Option Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 6,125 $ 12.09 9 $ — Options granted 3,603 7.17 Options exercised — — Options forfeited — — Options expired ( 29 ) — Outstanding at March 31, 2023 9,699 $ 10.26 9 $ — Compensation Expense For the three months ended March 31, 2024, equity-based compensation expense related to RSUs was $ 5.5 million compared to $ 2.7 million for the three months ended March 31, 2023. Unrecognized compensation expense relating to unvested RSUs as of March 31, 2024 was approximately $ 70.2 million, which is expected to be recognized over a weighted average period of approximately three years . For the three months ended March 31, 2024, equity-based compensation expense related to stock options was $ 2.9 million compared to $ 1.8 million for the three months ended March 31, 2023. Unrecognized compensation expense relating to unvested stock options as of March 31, 2024 was $ 17.5 million, which is expected to be recognized over a weighted average period of approximately two years . For the three months ended March 31, 2024 and 2023, equity-based compensation expense related to profits interests was $ 0.2 million and $ 1.0 million, respectively. Unrecognized compensation expense as of March 31, 2024 related to these profits interests was $ 0.8 million, which is expected to be recognized over a weighted average period of approximately two years . For the three months ended March 31, 2024, equity-based compensation expense excludes $ 0.2 million related to capitalized development costs. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 19. Earnings Per Share We calculate basic and diluted net income per share of Class A common stock in accordance with ASC Topic 260, Earnings per Share . Because our Class B common stock does not have economic rights in VSI, it is not considered a participating security for basic and diluted income per share, and we do not present basic and diluted income per share of Class B common stock. However, holders of our Class B common stock are allocated income in Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter. Net income attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income in each quarterly period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period. Hoya Topco has the right to exchange its Intermediate Units for shares of our Class A common stock on a one-to-one basis or cash proceeds of equal value at the time of redemption. The option to redeem Intermediate Units for cash proceeds must be approved by our Board, which as of March 31, 2024 consisted of a majority of directors nominated by affiliates of Hoya Topco and GTCR, LLC pursuant to our stockholders’ agreement. The ability to put Intermediate Units is solely within the control of the holder of the redeemable noncontrolling interests. If Hoya Topco elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of our Class A common stock and is subject to our Board’s approval. The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interest (in thousands): Three Months Ended March 31, 2024 2023 Net income—Hoya Intermediate $ 12,870 $ 30,272 Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income 36.2 % 59.8 % Net income attributable to Hoya Topco's redeemable noncontrolling interests $ 4,665 $ 18,090 Net income attributable to Class A common stockholders–basic is calculated by subtracting the portion of Hoya Intermediate’s net income attributable to redeemable noncontrolling interests from our total net income, which includes our net income for activities outside of our investment in Hoya Intermediate, 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 per Class A common stock–diluted is based on the average number of shares of our Class A common stock used for the basic earnings per share calculation, adjusted for the weighted average number of Class A common share equivalents outstanding for the period determined using the treasury stock and if-converted methods, as applicable. Net income attributable to Class A common stockholders–diluted is adjusted for (i) our share of Hoya Intermediate’s consolidated net income after giving effect to Intermediate Units that convert into potential shares of our Class A common stock, to the extent it is dilutive, and (ii) the impact of changes in the fair value of Hoya Intermediate Warrants, to the extent they are dilutive. The following table sets forth the computation of basic and diluted net income per share of Class A common stock for the periods in which shares of our Class A and Class B common stock were outstanding (in thousands, except share and per share data): Three Months Ended March 31, 2024 2023 Numerator—basic: Net income $ 10,742 $ 30,272 Less: Income attributable to redeemable noncontrolling interests 4,665 18,090 Net income attributable to Class A Common Stockholders—basic 6,077 12,182 Denominator—basic: Weighted average Class A common stock outstanding—basic 134,068,276 77,410,820 Net income per Class A common stock—basic $ 0.05 $ 0.16 Numerator—diluted: Net income attributable to Class A Common Stockholders—basic $ 6,077 $ 12,182 Net income effect of dilutive securities: Effect of dilutive Noncontrolling Interest 3,248 16,849 Effect of RSUs 4 20 Net income attributable to Class A Common Stockholders—diluted 9,329 29,051 Denominator—diluted: Weighted average Class A common stock outstanding—basic 134,068,276 77,410,820 Weighted average effect of dilutive securities: Effect of dilutive Noncontrolling Interest 76,225,000 118,200,000 Effect of RSUs 616,585 213,162 Weighted average Class A common stock outstanding—diluted 210,909,861 195,823,982 Net income per Class A common stock—diluted $ 0.04 $ 0.15 Potential shares of our Class A common stock are excluded from the computation of diluted net income per share of Class A common stock if their effect would have been anti-dilutive for the period presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. The following table presents potentially dilutive securities excluded from the computation of diluted net income per share of Class A common stock for the periods presented that could potentially dilute earnings per share in the future: Three Months Ended March 31, 2024 2023 RSUs 3,830,006 991,301 Stock options 8,807,848 9,698,759 Public Warrants and Private Warrants 13,286,644 13,286,644 Exercise Warrants 34,000,000 34,000,000 Hoya Intermediate Warrants 4,000,000 6,000,000 |
New Accounting Standards (Polic
New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Issued Accounting Standards Adopted | Issued Accounting Standards Adopted Acquired Contract Assets and Contract Liabilities In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) Topic 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. The ASU 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 these requirements in the fourth quarter of 2023, with no material impact on our condensed consolidated financial statements. |
Issued Accounting Standards Not Yet Adopted | 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 impact of adopting the amendments on our future condensed 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. We are currently evaluating the impact of adopting the new standard, which is expected to result in enhanced disclosures, on our future condensed consolidated financial statements. Stock Compensation In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718)—Scope Application of Profits Interest and Similar Awards. The amendments are intended to improve the clarity of paragraph 718-10-15-3 and its application to profits interest or similar awards, primarily through the addition of an illustrative example. The amendments are effective for fiscal years beginning after December 15, 2025, and for interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact of adopting the amendments on our future condensed consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 Marketplace revenues: Owned Properties $ 126,571 $ 102,815 Private Label 33,441 33,766 Total Marketplace revenues $ 160,012 $ 136,581 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended March 31, 2024 2023 Marketplace revenues: Concerts $ 68,029 $ 74,879 Sports 47,348 45,600 Theater 37,907 15,390 Other 6,728 712 Total Marketplace revenues $ 160,012 $ 136,581 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following tables represent our segment information (in thousands): Three Months Ended March 31, 2024 Marketplace Resale Consolidated Revenues $ 160,012 $ 30,840 $ 190,852 Cost of revenues (exclusive of depreciation and amortization shown separately below) 26,141 23,442 49,583 Marketing and selling 67,745 — 67,745 Contribution margin $ 66,126 $ 7,398 $ 73,524 General and administrative 42,366 Depreciation and amortization 10,483 Income from operations 20,675 Interest expense – net 5,082 Other expense 2,582 Income before income taxes $ 13,011 Three Months Ended March 31, 2023 Marketplace Resale Consolidated Revenues $ 136,581 $ 24,482 $ 161,063 Cost of revenues (exclusive of depreciation and amortization shown separately below) 20,060 17,700 37,760 Marketing and selling 54,772 — 54,772 Contribution margin $ 61,749 $ 6,782 $ 68,531 General and administrative 32,389 Depreciation and amortization 2,598 Change in fair value of contingent consideration 34 Income from operations 33,510 Interest expense – net 3,280 Other income ( 327 ) Income before income taxes $ 30,557 |
Accounts Receivable - Net (Tabl
Accounts Receivable - Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 (in thousands): March 31, December 31, 2024 2023 Uncollateralized payment processor obligations $ 49,100 $ 32,810 Due from marketplace ticket sellers for cancellation charges 5,980 5,632 Due from distribution partners for cancellation charges 13,750 12,736 Event insurance and other commissions receivable 4,745 11,414 Allowance for credit losses ( 10,853 ) ( 10,074 ) Other 6,927 5,963 Total Accounts Receivable $ 69,649 $ 58,481 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Schedule Of Changes In The Carrying Amount Of Goodwill | The following tables summarize the changes in the carrying amount of goodwill (in thousands): Goodwill Balance at December 31, 2023 $ 947,359 Foreign currency translation ( 3,230 ) Balance at March 31, 2024 $ 944,129 |
Schedule Of Definite-Lived Intangible Assets | The following table summarizes components of our definite-lived intangible assets (in thousands): March 31, December 31, Definite-lived Intangible Assets Supplier relationships $ 57,123 $ 57,123 Customer relationships 34,620 34,620 Acquired developed technology 29,240 29,240 Capitalized development costs 31,835 28,912 Capitalized development costs – Work in progress 6,558 4,795 Foreign currency translation ( 818 ) 1,315 Total gross book value $ 158,558 $ 156,005 Less: Accumulated amortization Supplier relationships $ ( 6,185 ) $ ( 2,881 ) Customer relationships ( 6,158 ) ( 3,522 ) Acquired developed technology ( 4,424 ) ( 2,551 ) Capitalized development costs ( 18,631 ) ( 16,433 ) Foreign currency translation 80 ( 97 ) Total accumulated amortization $ ( 35,318 ) $ ( 25,484 ) Indefinite-lived Intangible Assets Trademarks $ 110,538 $ 110,538 Foreign currency translation ( 59 ) 96 Intangible assets – net $ 233,719 $ 241,155 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Schedule of financial instruments recorded at fair value on recurring basis | Financial instruments recorded at fair value on recurring basis as of March 31, 2024 and December 31, 2023 were as follows (in thousands): Fair Value Measurements Using Level 1 Level 2 Level 3 Total March 31, 2024 Note $ — $ — $ 3,102 $ 3,102 Warrant — — 4,088 4,088 $ — $ — $ 7,190 $ 7,190 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 |
Schedule of financial instruments quantitative information using the Level 3 significant unobservable inputs | The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements: Assets Significant March 31, December 31, Note Expected terms (years) 6.3 6.5 Implied Yield 21.1 % 21.7 % Warrant Expected terms (years) 6.3 6.5 Estimated volatility 55.0 % 56.0 % Risk-free rate 4.2 % 3.9 % Expected dividend yield 0 % 0 % |
Schedule of reconiliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs | The following table provides a reconciliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs (in thousands): Note Warrant Balance at January 1, 2024 $ 2,868 $ 4,125 Accretion of discount 22 — Interest paid-in-kind 120 — Total unrealized gains or losses: Recognized in earnings — ( 37 ) Recognized in Other comprehensive income 92 — Balance at March 31, 2024 $ 3,102 $ 4,088 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2024 2023 Recovery of future customer compensation $ 23,563 $ 25,750 Prepaid expenses 11,811 8,218 Other current assets 1,448 93 Total prepaid expenses and other current assets $ 36,822 $ 34,061 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued marketing expense $ 35,383 $ 39,210 Accrued customer credits 62,941 64,318 Accrued future customer compensation 31,426 33,010 Accrued payroll 6,493 17,381 Accrued operating expenses 20,307 20,828 Other current liabilities 24,657 16,895 Total accrued expenses and other current liabilities $ 181,207 $ 191,642 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding debt | Our outstanding debt is comprised of the following (in thousands): March 31, December 31, 2024 2023 February 2022 First Lien Loan $ 269,500 $ 270,188 Shoko Chukin Bank Loan 2,477 2,954 Total long-term debt, gross 271,977 273,142 Less: unamortized debt issuance costs ( 4,392 ) ( 4,577 ) Total long-term debt, net of issuance costs 267,585 268,565 Less: current portion ( 3,577 ) ( 3,933 ) Total long-term debt, net $ 264,008 $ 264,632 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, All Other Investments [Abstract] | |
Schedule of Option Contingent Warrants Valuation Assumptions | The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants: March 31, December 31, December 7, 2024 2023 2023 Estimated volatility 50.0 % 48.0 % 48.0 % Expected term (years) 7.6 7.8 7.9 Risk-free rate 4.2 % 3.9 % 4.2 % Expected dividend yield 0.0 % 0.0 % 0.0 % |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Shedule of Changes in Each Component of AOCL, Net of Tax Effect | The following table presents the changes in each component of Accumulated other comprehensive income (loss) attributable to Class A Common Stockholders (in thousands): Unrealized Foreign Total Balance at January 1, 2024 $ 106 $ 641 $ 747 Other comprehensive income 59 ( 1,189 ) ( 1,130 ) Balance at March 31, 2024 $ 165 $ ( 548 ) $ ( 383 ) |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
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, 2023 3,866 $ 8.35 Granted 8,126 5.34 Forfeited ( 59 ) 7.79 Vested ( 962 ) 7.88 Unvested at March 31, 2024 10,971 $ 6.16 Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2022 2,551 $ 10.99 Granted 2,495 7.17 Forfeited ( 30 ) 9.84 Vested ( 492 ) 10.59 Unvested at March 31, 2023 4,524 $ 8.93 |
Fair Value Assumptions for Stock Option at the Date of Grant | The following assumptions were used to calculate the fair value of the stock options granted on March 10, 2023: Volatility 42.0 % Expected term (years) 5.9 Risk-free rate 3.9 % Dividend yield 0.0 % |
Summary of Activity for Stock Option | A summary of activity for stock options is as follows (in thousands, except 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, 2023 8,807 $ 8.02 9 $ — Options granted — — Options exercised — — Options forfeited — — Options expired — — Outstanding at March 31, 2024 8,807 $ 8.02 9 $ — Outstanding Options Weighted Average Exercise Price Per Option Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 6,125 $ 12.09 9 $ — Options granted 3,603 7.17 Options exercised — — Options forfeited — — Options expired ( 29 ) — Outstanding at March 31, 2023 9,699 $ 10.26 9 $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of net loss attributable to redeemable noncontrolling interests | The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interest (in thousands): Three Months Ended March 31, 2024 2023 Net income—Hoya Intermediate $ 12,870 $ 30,272 Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income 36.2 % 59.8 % Net income attributable to Hoya Topco's redeemable noncontrolling interests $ 4,665 $ 18,090 |
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 periods in which shares of our Class A and Class B common stock were outstanding (in thousands, except share and per share data): Three Months Ended March 31, 2024 2023 Numerator—basic: Net income $ 10,742 $ 30,272 Less: Income attributable to redeemable noncontrolling interests 4,665 18,090 Net income attributable to Class A Common Stockholders—basic 6,077 12,182 Denominator—basic: Weighted average Class A common stock outstanding—basic 134,068,276 77,410,820 Net income per Class A common stock—basic $ 0.05 $ 0.16 Numerator—diluted: Net income attributable to Class A Common Stockholders—basic $ 6,077 $ 12,182 Net income effect of dilutive securities: Effect of dilutive Noncontrolling Interest 3,248 16,849 Effect of RSUs 4 20 Net income attributable to Class A Common Stockholders—diluted 9,329 29,051 Denominator—diluted: Weighted average Class A common stock outstanding—basic 134,068,276 77,410,820 Weighted average effect of dilutive securities: Effect of dilutive Noncontrolling Interest 76,225,000 118,200,000 Effect of RSUs 616,585 213,162 Weighted average Class A common stock outstanding—diluted 210,909,861 195,823,982 Net income per Class A common stock—diluted $ 0.04 $ 0.15 |
Summary of Potentially Dilutive Securities | The following table presents potentially dilutive securities excluded from the computation of diluted net income per share of Class A common stock for the periods presented that could potentially dilute earnings per share in the future: Three Months Ended March 31, 2024 2023 RSUs 3,830,006 991,301 Stock options 8,807,848 9,698,759 Public Warrants and Private Warrants 13,286,644 13,286,644 Exercise Warrants 34,000,000 34,000,000 Hoya Intermediate Warrants 4,000,000 6,000,000 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) $ in Thousands, ¥ in Millions, shares in Millions | 3 Months Ended | ||||
Nov. 03, 2023 USD ($) shares | Sep. 08, 2023 USD ($) | Sep. 08, 2023 JPY (¥) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||
Definite-lived intangible assets | $ 158,558 | $ 156,005 | |||
Goodwill | 944,129 | $ 947,359 | |||
Vdc Holdco Llc [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition Date | Nov. 03, 2023 | ||||
Business Combination, Consideration Transferred, Total | $ 248,300 | ||||
Cash consideration | $ 152,800 | ||||
Vdc Holdco Llc [Member] | Class A Common Stock | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | shares | 15.6 | ||||
Wd Holdings Co. [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition Date | Sep. 08, 2023 | Sep. 08, 2023 | |||
Cash consideration | $ 0 | ||||
Business Combination, Price of Acquisition, Expected | $ 74,300 | ¥ 10,946.1 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Market Place Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Marketplace revenues: | ||
Total Marketplace revenues | $ 160,012 | $ 136,581 |
Owned Properties | ||
Marketplace revenues: | ||
Total Marketplace revenues | 126,571 | 102,815 |
Private Label | ||
Marketplace revenues: | ||
Total Marketplace revenues | 33,441 | 33,766 |
Concerts | ||
Marketplace revenues: | ||
Total Marketplace revenues | 68,029 | 74,879 |
Sports | ||
Marketplace revenues: | ||
Total Marketplace revenues | 47,348 | 45,600 |
Theater | ||
Marketplace revenues: | ||
Total Marketplace revenues | 37,907 | 15,390 |
Other | ||
Marketplace revenues: | ||
Total Marketplace revenues | $ 6,728 | $ 712 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 USD ($) Segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Revenue By Related Parties | $ 30,800 | $ 24,500 | ||
Number of Reportable Segments | Segment | 2 | |||
Deferred revenue | $ 32,983 | $ 34,674 | ||
Deferred Revenue, Revenue Recognized | $ 8,500 | |||
Deferred revenue, recognized period | next seven years | |||
Maximum [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Stamp expiration term | 3 years | |||
Credits Expiration Term | 4 years | |||
Minimum [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Stamp expiration term | 2 years | |||
Credits Expiration Term | 2 years | |||
Subsidiaries [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue | $ 32,000 | |||
Deferred Revenue, Revenue Recognized | $ 10,900 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | $ 10,483 | $ 2,598 |
Income before income taxes | 6,077 | 12,182 |
Net income attributable to Class A Common Stockholders | 6,077 | 12,182 |
Subsidiaries [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 190,852 | 161,063 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 49,583 | 37,760 |
General and administrative | 42,366 | 32,389 |
Depreciation and amortization | 10,483 | 2,598 |
Income from operations | 20,675 | 33,510 |
Interest expense – net | 5,082 | 3,280 |
Other income | 2,582 | (327) |
Income before income taxes | 6,077 | 12,182 |
Net income attributable to Class A Common Stockholders | 6,077 | 12,182 |
Marketplace | Subsidiaries [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 160,012 | 136,581 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 26,141 | 20,060 |
Marketing and selling expenses | 67,745 | 54,772 |
Contribution margin | 66,126 | 61,749 |
Resale | Subsidiaries [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 30,840 | 24,482 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 23,442 | 17,700 |
Marketing and selling expenses | 0 | 0 |
Contribution margin | 7,398 | 6,782 |
Consolidated | Subsidiaries [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 190,852 | 161,063 |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 49,583 | 37,760 |
Marketing and selling expenses | 67,745 | 54,772 |
Contribution margin | 73,524 | 68,531 |
General and administrative | 42,366 | 32,389 |
Depreciation and amortization | 10,483 | 2,598 |
Change in fair value of contingent consideration | 34 | |
Income from operations | 20,675 | 33,510 |
Interest expense – net | 5,082 | 3,280 |
Other income | 2,582 | |
Income before income taxes | 13,011 | 30,557 |
Other (income) expense | (327) | |
Net income attributable to Class A Common Stockholders | $ 13,011 | $ 30,557 |
Accounts Receivable - Net - She
Accounts Receivable - Net - Shedule of Accounts receivable balance, net of allowance for doubtful accounts (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (10,900) | $ (10,000) |
Other | 6,927 | 5,963 |
Total Accounts Receivable | 69,649 | 58,481 |
Market Place [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable net | 5,980 | 5,632 |
Distribution Partners [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable net | 13,750 | 12,736 |
Allowance for doubtful accounts | (10,853) | (10,074) |
Uncollateralized Payment [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable net | 49,100 | 32,810 |
Insurance and Other Commissions [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable net | $ 4,745 | $ 11,414 |
Accounts Receivable - Net (Addi
Accounts Receivable - Net (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Financing Receivable, Past Due [Line Items] | |||
Allowance for doubtful accounts | $ 10.9 | $ 10 | |
Accounts receivable write offs | $ 0 | $ 0 |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Right-of-use assets - net | $ 9,287 | $ 9,826 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill [Line Items] | |||
Amortization of intangible assets | $ 10 | $ 2.3 | |
Impairment | $ 377.1 | $ 377.1 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets - Schedule Of Changes In The Carrying Amount Of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 947,359 |
Foreign currency translation | (3,230) |
Goodwill, Ending Balance | $ 944,129 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill [Line Items] | ||
Definite-lived intangible assets | $ 158,558 | $ 156,005 |
Foreign currency translation, Definite-lived Intangible Assets | (818) | 1,315 |
Accumulated amortization | (35,318) | (25,484) |
Foreign currency translation, Accumulated amortization | 80 | (97) |
Foreign currency translation, Indefinite-lived Intangible Assets | (59) | 96 |
Intangible assets - net | 233,719 | 241,155 |
Trademarks [Member] | ||
Goodwill [Line Items] | ||
Trademarks | 110,538 | 110,538 |
Supplier Relationships [Member] | ||
Goodwill [Line Items] | ||
Definite-lived intangible assets | 57,123 | 57,123 |
Accumulated amortization | (6,185) | (2,881) |
Customer Relationships [Member] | ||
Goodwill [Line Items] | ||
Definite-lived intangible assets | 34,620 | 34,620 |
Accumulated amortization | (6,158) | (3,522) |
Acquired Developed Technology [Member] | ||
Goodwill [Line Items] | ||
Definite-lived intangible assets | 29,240 | 29,240 |
Accumulated amortization | (4,424) | (2,551) |
Capitalized Development Costs [Member] | ||
Goodwill [Line Items] | ||
Definite-lived intangible assets | 31,835 | 28,912 |
Accumulated amortization | (18,631) | (16,433) |
Capitalized Development Costs - Work In Progress [Member] | ||
Goodwill [Line Items] | ||
Definite-lived intangible assets | $ 6,558 | $ 4,795 |
Investments (Additional Informa
Investments (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Jul. 31, 2023 | |
Schedule of Investments [Line Items] | |||
Convertible Debt | $ 6 | ||
Investment Interest Rate | 8% | ||
Servicing Asset at Amortized Cost | $ 2.8 | $ 2.7 | |
Unrealized Gain (Loss) on Investments | $ 0.1 | ||
Warrant [Member] | |||
Schedule of Investments [Line Items] | |||
Purchase of Warrants | 1,874,933 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Financial Instruments Recorded At Fair Value On Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | $ 7,190 | $ 6,993 |
Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 3,102 | 2,868 |
Warrant [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 4,088 | 4,125 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 0 | 0 |
Level 1 | Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 0 | 0 |
Level 1 | Warrant [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 0 | 0 |
Level 2 | Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 0 | 0 |
Level 2 | Warrant [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 7,190 | 6,993 |
Level 3 | Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 3,102 | 2,868 |
Level 3 | Warrant [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | $ 4,088 | $ 4,125 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule Of Quantitative Information Using The Level 3 Significant Unobservable Inputs (Details) | 3 Months Ended | 12 Months Ended | |
Dec. 07, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (years) | 7 years 10 months 24 days | 7 years 7 months 6 days | 7 years 9 months 18 days |
Estimated volatility | 48% | 50% | 48% |
Risk-free rate | 4.20% | 4.20% | 3.90% |
Expected dividend yield | 0% | 0% | 0% |
Level 3 | Note [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (years) | 6 years 3 months 18 days | 6 years 6 months | |
Implied Yield | 21.10% | 21.70% | |
Level 3 | Warrant [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (years) | 6 years 3 months 18 days | 6 years 6 months | |
Estimated volatility | 55% | 56% | |
Risk-free rate | 4.20% | 3.90% | |
Expected dividend yield | 0% | 0% |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule Of Reconiliation Of The Financial Instruments Measured At Fair Value Using Level 3 Significant Unobservable Inputs (Details) - Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Note [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Balance at January 1, 2024 | $ 2,868 |
Accretion of discount | 22 |
Interest paid-in-kind | 120 |
Recognized in earnings | 0 |
Recognized in Other comprehensive income | 92 |
Balance at March 31, 2024 | 3,102 |
Warrant [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Balance at January 1, 2024 | 4,125 |
Accretion of discount | 0 |
Interest paid-in-kind | 0 |
Recognized in earnings | (37) |
Recognized in Other comprehensive income | 0 |
Balance at March 31, 2024 | $ 4,088 |
Impairments - Summary of Impair
Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 944,129 | $ 947,359 |
Property and equipment - net | $ 9,831 | $ 10,156 |
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, 2024 | Dec. 31, 2023 |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Recovery of future customer compensation | $ 23,563 | $ 25,750 |
Prepaid expenses | 11,811 | 8,218 |
Other current assets | 1,448 | 93 |
Total prepaid expenses and other current assets | $ 36,822 | $ 34,061 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Change in recovery of future customer compensation | $ 2.2 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Accrued marketing expense | $ 35,383 | $ 39,210 |
Accrued customer credits | 62,941 | 64,318 |
Accrued future customer compensation | 31,426 | 33,010 |
Accrued payroll | 6,493 | 17,381 |
Accrued operating expenses | 20,307 | 20,828 |
Other current liabilities | 24,657 | 16,895 |
Total accrued expenses and other current liabilities | $ 181,207 | $ 191,642 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Customer credits redeemed | $ 1.5 | $ 2.6 |
Revenue from breakage | 2.1 | 4.6 |
Increase and decrease in revenue | $ 0.1 | $ 0.8 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Extinguishment Of Debt [Line Items] | ||
Total long-term debt, gross | $ 271,977 | $ 273,142 |
Shoko Chukin Bank Loan | 2,477 | 2,954 |
Less: unamortized debt issuance costs | (4,392) | (4,577) |
Total long-term debt, net of issuance costs | 267,585 | 268,565 |
Less: current portion | (3,577) | (3,933) |
Total long-term Debt, net | 264,008 | 264,632 |
February 2022 First Lien Loan | ||
Extinguishment Of Debt [Line Items] | ||
Total long-term debt, gross | $ 269,500 | $ 270,188 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Feb. 03, 2022 | Oct. 28, 2019 | Jun. 30, 2017 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Oct. 18, 2021 | Jul. 02, 2018 | |
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Feb. 03, 2029 | |||||||
Amortization payments | $ 236 | $ 226 | ||||||
Term loan | 264,008 | $ 264,632 | ||||||
June 2017 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 575,000 | |||||||
Proceeds from 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 | |||||||
February 2022 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | 275,000 | |||||||
Amortization payments | $ 700 | |||||||
Effective interest rate | 8.98% | 9.05% | ||||||
Maximum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Term loan | $ 3,100 | |||||||
Revolving Credit Facility | June 2017 Second Lien-Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 525,000 | |||||||
Revolving Credit Facility | February 2022 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from Revolving Facility | $ 100,000 | |||||||
Outstanding Borrowings | 0 | |||||||
WaveDash's Long-Term Debt [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Term loan | $ 458,300 | |||||||
Debt Interest Rate | 1.27% | |||||||
Merger Transaction | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loan principal payments | $ 148,200 | |||||||
SOFR Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Effective interest rate | 3.25% | |||||||
SOFR Rate | February 2022 First Lien Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Floor Rate | 0.50% |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 07, 2023 | |
Schedule Of Available For Sale Securities [Line Items] | |||
Fair Value Adjustment of Warrants | $ (460) | $ (327) | |
Dollar Ten Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 10 | ||
Class A Warrants | 17,000,000 | ||
Hoya Intermediate Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Stock value issued for exercise of warrants | 1,000,000 | ||
Fair value of option contingent warrants | $ 500 | 300 | |
Horizon Sponsor LLC | Dollar Ten Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 10 | ||
Hoya Topco L L C [Member] | Dollar Ten Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | 10 | ||
Hoya Topco L L C [Member] | Dollar Fifteen Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 15 | ||
Hoya Topco L L C [Member] | Hoya Intermediate Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Stock value issued for exercise of warrants | 3,000,000 | 1,000,000 | |
Warrant exercise price per share | $ 15 | ||
Subsidiaries [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Other (income) expenses | $ 2,582 | $ (327) | |
Warrant Purchased | 17,000,000 | ||
Subsidiaries [Member] | Dollar Ten Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 10 | ||
Class A Warrants | 2,000,000 | ||
Subsidiaries [Member] | Dollar Fifteen Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 15 | ||
Class A Warrants | 2,000,000 | ||
Mirror Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 11.5 | ||
Class A Warrants | 13,286,644 | ||
Warrant Purchased | 24,652,557 | ||
Mirror Warrants | Dollar Ten Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 10 | ||
Class A Warrants | 17,000,000 | ||
Mirror Warrants | Dollar Fifteen Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 15 | ||
Class A Warrants | 17,000,000 | ||
Warrant [Member] | Horizon Sponsor LLC | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Stock value issued for exercise of warrants | 5,166,666 | ||
Warrant [Member] | Horizon Sponsor LLC | Class A Public Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Class A Warrants | 6,766,853 | ||
Private Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Class A Warrants | 6,519,791 | ||
Common Stock | Hoya Topco L L C [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Stock value issued for exercise of warrants | 3,000,000 | ||
Warrant exercise price per share | $ 10 | ||
Class A Common Stock | Dollar Fifteen Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 15 | ||
Class A Warrants | 17,000,000 | ||
Class A Common Stock | Horizon Sponsor LLC | Dollar Ten Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Stock value issued for exercise of warrants | 17,000,000 | ||
Warrant exercise price per share | $ 10 | ||
Class A Common Stock | Horizon Sponsor LLC | Dollar Fifteen Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Stock value issued for exercise of warrants | 17,000,000 | ||
Warrant exercise price per share | $ 15 | ||
Class A Common Stock | Subsidiaries [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant Purchased | 17,000,000 | ||
Class A Common Stock | Subsidiaries [Member] | Dollar Fifteen Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 15 | ||
Class A Common Stock | Mirror Warrants | Dollar Fifteen Exercise Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant Purchased | 15 | ||
Class A Common Stock | Warrant [Member] | Class A Public Warrants | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 11.5 | ||
Class A Common Stock | Warrant [Member] | Horizon Sponsor LLC | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Stock issued during period, shares | 18,132,776 | ||
Class A Common Stock | Private Warrants | Horizon Sponsor LLC | Class A Private Warrants [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 11.5 | ||
Stock issued during period, shares | 6,519,791 | ||
Minimum | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Warrant exercise price per share | $ 10 | ||
Minimum | Hoya Topco L L C [Member] | |||
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 | ||
Maximum | Hoya Topco L L C [Member] | |||
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 | |
Dec. 07, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |||
Estimated volatility | 48% | 50% | 48% |
Expected term (years) | 7 years 10 months 24 days | 7 years 7 months 6 days | 7 years 9 months 18 days |
Risk-free rate | 4.20% | 4.20% | 3.90% |
Expected dividend yield | 0% | 0% | 0% |
Equity - Schedule of Changes in
Equity - Schedule of Changes in Each Component of AOCL, Net of Tax Effect (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Balance at January 1, 2024 | $ 747 |
Other comprehensive income | (1,130) |
Balance at March 31, 2024 | (383) |
Unrealized Gain On Investments [Member] | |
Balance at January 1, 2024 | 106 |
Other comprehensive income | 59 |
Balance at March 31, 2024 | 165 |
Foreign Currency Translation Adjustment [Member] | |
Balance at January 1, 2024 | 641 |
Other comprehensive income | (1,189) |
Balance at March 31, 2024 | $ (548) |
Equity (Additional Information)
Equity (Additional Information) (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Feb. 29, 2024 | May 25, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Repurchase of common stock | $ 3,105 | $ 7,612 | ||
Share Repurchase Program 2022 [Member] | Subsidiaries [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Number of shares authorized to be repurchased | 5.3 | |||
Share Repurchase Program 2024 [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Stock repurchase program for future | $ 95,900 | |||
Share Repurchase Program 2024 [Member] | Subsidiaries [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Number of shares authorized to be repurchased | 0.7 | |||
Common Class A [Member] | Subsidiaries [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Share repurchase program, authorized amount | $ 100,000 | $ 40,000 | ||
Common Class A [Member] | Share Repurchase Program 2022 [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Stock repurchased during period | 40 | |||
Commissions paid | $ 100 | |||
Common Class A [Member] | Share Repurchase Program 2024 [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Commissions paid | 100 | |||
Repurchase of common stock | $ 4,100 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Nov. 01, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | |
Attorney And Administrative Fees | $ 3.3 | ||
Company recognized a liability for sales tax | 0.4 | $ 3.2 | |
Subsidiaries [Member] | |||
Termination date | Nov. 01, 2021 | ||
Subsidiaries [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Claim settlement pool | 4.5 | ||
Subsidiaries [Member] | Canada | |||
Accrued liabilities | 0.9 | 0.9 | |
General and Administrative Expenses | |||
Reduction of the liability | 2.7 | ||
Accrued Liabilities [Member] | |||
Accrued liabilities | $ 0 | $ 0 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Tax receivable agreement percentage of amount of tax savings | 85% | |
Viral [Member] | ||
Related Party Transaction [Line Items] | ||
Marketing and selling expenses | $ 0.3 | $ 0.3 |
Rolling Stone [Member] | ||
Related Party Transaction [Line Items] | ||
Marketing and selling expenses | 0 | 0.3 |
Los Angeles Dodgers [Member] | ||
Related Party Transaction [Line Items] | ||
Marketing and selling expenses | 0 | $ 0 |
Los Angeles Dodgers [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Related Party Transaction [Line Items] | ||
Prepaid Expense | $ 1.9 |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Taxes | ||
Income tax expense in continuing operations | $ 2.3 | $ 0.3 |
State and Federal Net Operating Loss Rate | 21% | 21% |
Tax receivable agreement percentage of amount of tax savings | 85% | |
Tax receivable agreement period due for payments | 12 months | |
Aggregate tax amount saved | $ 165.7 | |
Amount of tax payable under tax receivable agreement | $ 5.5 | |
Tax Receivable Agreement [Member] | ||
Income Taxes | ||
Tax receivable agreement period due for payments | 15 years |
Equity Based Compensation (Addi
Equity Based Compensation (Additional Information) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 10, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average, term | 9 years | 9 years | 9 years | 9 years | |
Outstanding options, granted | 0 | 3,603 | |||
Capitalized Development Cost [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Equity-based compensation expense | $ 0.2 | ||||
RSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Granted | 8,126 | 2,495 | |||
Weighted average, term | 3 years | ||||
Weighted average grant date fair value | $ 5.34 | $ 7.17 | |||
Equity-based compensation expense | $ 5.5 | $ 2.7 | |||
Unrecognized compensation expense | $ 70.2 | ||||
Stock Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Weighted average, term | 10 years | 2 years | |||
Stock option exercise price | $ 7.17 | ||||
Outstanding options, granted | 3,600 | ||||
Weighted average grant date fair value | $ 3.3 | ||||
Equity-based compensation expense | $ 2.9 | 1.8 | |||
Unrecognized compensation expense | 17.5 | ||||
Profit Interests [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Equity-based compensation expense | 0.2 | $ 1 | |||
Unrecognized compensation expense | $ 0.8 | ||||
Unrecognized compensation expense, recognized period | 2 years |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Activity for RSUs (Details) - RSUs - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning Balances | 3,866 | 2,551 |
Granted | 8,126 | 2,495 |
Forfeited | (59) | (30) |
Vested | (962) | (492) |
Ending Balances | 10,971 | 4,524 |
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances | $ 8.35 | $ 10.99 |
Weighted-Average Grant Date Fair Value Per Share, Granted | 5.34 | 7.17 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 7.79 | 9.84 |
Weighted-Average Grant Date Fair Value Per Share, Vested | 7.88 | 10.59 |
Weighted-Average Grant Date Fair Value Per Share, Ending Balances | $ 6.16 | $ 8.93 |
Equity Based Compensation - Fai
Equity Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options | Mar. 10, 2023 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 42% |
Expected term (years) | 5 years 10 months 24 days |
Interest rate | 3.90% |
Dividend yield | 0% |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity for Stock Option (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Outstanding Options, Beginning Balance | 8,807,000 | 6,125,000 | 6,125,000 | |
Outstanding Options, Granted | 0 | 3,603,000 | ||
Outstanding options exercised | 0 | 0 | ||
Outstanding Options, Forfeited | 0 | 0 | ||
Outstanding Options, Expired | 0 | (29,000) | ||
Outstanding Options, Ending Balance | 8,807,000 | 9,699,000 | 8,807,000 | 6,125,000 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 8.02 | $ 12.09 | $ 12.09 | |
Weighted Average Exercise Price, Granted | 0 | 7.17 | ||
Weighted Average Exercise Price, Exercised | 0 | |||
Weighted Average Exercise Price, Forfeited | 0 | 0 | ||
Weighted Average Exercise Price, Expired | 0 | 0 | ||
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 8.02 | $ 10.26 | $ 8.02 | $ 12.09 |
Weighted average, term | 9 years | 9 years | 9 years | 9 years |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of net loss attributable to redeemable noncontrolling interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net income | $ 12,870 | $ 30,272 |
Hoya Topco's weighted average % allocation of Hoya Intermediate's net income | 36.20% | 59.80% |
Net income attributable to Hoya Topco's redeemable noncontrolling interests | $ 4,665 | $ 18,090 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator for earnings per share calculation | ||
Net income | $ 12,870 | $ 30,272 |
Less: Income attributable to redeemable noncontrolling interests | 4,665 | 18,090 |
Subsidiaries [Member] | ||
Numerator for earnings per share calculation | ||
Net income | 10,742 | 30,272 |
Less: Income attributable to redeemable noncontrolling interests | 4,665 | 18,090 |
Net income attributable to Class A Common Stockholders-diluted | $ 4,947 | $ 12,182 |
Denominator for earnings per share calculation | ||
Weighted average Class A common stock outstanding-basic | 134,068,276 | 77,410,820 |
Weighted Average Number of Shares Outstanding, Diluted | 210,909,861 | 195,823,982 |
Basic EPS | ||
Effect of dilutive Noncontrolling Interest | 76,225,000 | 118,200,000 |
Effect of RSUs | 4 | 20 |
Effect of RSUs | 616,585 | 213,162 |
Net income per Class A common stock-basic | $ 0.05 | $ 0.16 |
Diluted EPS | ||
Effect of Noncontrolling Interest | 3,248 | 16,849 |
Net income per Class A common stock-diluted | $ 0.04 | $ 0.15 |
Common Class A [Member] | Subsidiaries [Member] | ||
Numerator for earnings per share calculation | ||
Net income attributable to Class A Common Stockholders-diluted | $ 9,329 | $ 29,051 |
Denominator for earnings per share calculation | ||
Weighted average Class A common stock outstanding-basic | 134,068,276 | 77,410,820 |
Weighted Average Number of Shares Outstanding, Diluted | 210,909,861 | 195,823,982 |
Basic EPS | ||
Net income attributable to Class A Common Stockholders-basic | $ 6,077 | $ 12,182 |
Net income per Class A common stock-basic | $ 0.05 | $ 0.16 |
Diluted EPS | ||
Net income per Class A common stock-diluted | $ 0.04 | $ 0.15 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - Subsidiaries [Member] - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common equivalent units | 3,830,006 | 991,301 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common equivalent units | 8,807,848 | 9,698,759 |
Exercise Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive common equivalent units | 34,000,000 | 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 |