Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | false |
Entity Registrant Name | Vivid Seats Inc. |
Entity Central Index Key | 0001856031 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||
Total Assets | $ 0 | $ 0 | ||
Current liabilities: | ||||
Total liabilities | 0 | 0 | ||
Commitments and contingencies | ||||
Shareholders' Equity: | ||||
Ordinary shares | 10 | 10 | ||
Due from stockholder | (10) | (10) | ||
Total Shareholders' equity | 0 | 0 | ||
Members' equity (deficit) | ||||
Common stock | 0 | 0 | ||
Total liabilities, redeemable preferred units, and members' equity (deficit) | 0 | $ 0 | ||
Hoya Intermediate, LLC | ||||
Current assets: | ||||
Cash and cash equivalents | 488,467 | 285,337 | 81,289 | |
Accounts receivable – net | 54,034 | 35,250 | 25,000 | |
Inventory – net | 17,122 | 7,462 | 11,556 | |
Prepaid expenses and other current assets | 96,760 | 80,066 | 12,072 | |
Total current assets | 656,383 | 408,115 | 129,917 | |
Property and equipment – net | 664 | 0 | 4,016 | |
Personal seat licenses – net | 7,194 | |||
Intangible assets – net | 72,102 | 67,024 | 293,348 | |
Goodwill | 683,327 | 683,327 | 1,060,428 | |
Other non-current assets | 579 | 664 | 2,146 | |
Total Assets | 1,413,055 | 1,159,130 | 1,497,049 | |
Current liabilities: | ||||
Accounts payable | 206,250 | 62,769 | 91,443 | |
Accrued expenses and other current liabilities | 340,127 | 256,134 | 60,008 | |
Deferred revenue | 20,523 | 5,956 | 5,932 | |
Current maturities of long-term debt – net | 6,412 | 6,412 | 5,856 | |
Total current liabilities | 573,312 | 331,271 | 163,239 | |
Long-term debt – net | 897,855 | 870,903 | 606,589 | |
Other liabilities | 602 | 510 | 1,852 | |
Total long-term liabilities | 898,457 | 871,413 | 608,441 | |
Commitments and contingencies | ||||
Shareholders' Equity: | ||||
Total Shareholders' equity | (303,142) | (271,781) | 518,276 | |
Redeemable Preferred Units | ||||
Redeemable Preferred Units | 9,939 | 9,939 | 9,939 | |
Members' equity (deficit) | ||||
Common stock | 0 | 0 | ||
Additional paid-in capital | 742,986 | 755,716 | 772,683 | |
Accumulated deficit | (1,046,128) | (1,026,675) | (252,490) | |
Accumulated other comprehensive loss | 0 | (822) | (1,917) | |
Total members' equity (deficit) | (303,142) | (271,781) | 518,276 | |
Total liabilities, redeemable preferred units, and members' equity (deficit) | 1,413,055 | 1,159,130 | 1,497,049 | |
Redeemable Senior Preferred Units | ||||
Redeemable Preferred Units | ||||
Redeemable Preferred Units | $ 234,489 | 218,288 | ||
Redeemable Senior Preferred Units | Hoya Intermediate, LLC | ||||
Redeemable Preferred Units | ||||
Redeemable Preferred Units | $ 218,288 | $ 197,154 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Ordinary shares, par value | $ 0.01 | |||
Ordinary shares, shares authorized | 1,000 | |||
Ordinary shares, shares issued | 100 | |||
Ordinary shares, shares outstanding | 100 | |||
Hoya Intermediate, LLC | ||||
Redeemable preferred stock, par value | $ 0 | $ 0 | $ 0 | |
Redeemable preferred stock, share authorized | 100,000 | 100,000 | 100,000 | |
Redeemable preferred stock, share issued | 100,000 | 100,000 | 100,000 | |
Common units, No par value | $ 0 | $ 0 | $ 0 | |
Common units, Issued | 100,000 | 100,000 | 100,000 | |
Common units, Outstanding | 100,000 | 100,000 | 100,000 | |
Redeemable Senior Preferred Units | Hoya Intermediate, LLC | ||||
Redeemable preferred stock, par value | $ 0 | $ 0 | $ 0 | |
Redeemable preferred stock, share authorized | 100,000 | 100,000 | 100,000 | |
Redeemable preferred stock, share issued | 100,000 | 100,000 | 100,000 | |
Redeemable preferred stock, share outstanding | 100,000 | 100,000 | 100,000 | 100,000 |
Redeemable preferred stock, liquidation preference | $ 234,489,000 | $ 214,008,000 | $ 189,571,000 | |
Redeemable Preferred Units [Member] | Hoya Intermediate, LLC | ||||
Redeemable preferred stock, share outstanding | 100,000 | 100,000 | 100,000 | 100,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other comprehensive income (loss): | ||||||
Unrealized (loss) gain on derivative instruments | $ 887 | |||||
Hoya Intermediate, LLC | ||||||
Revenues | $ 139,538 | $ (7,082) | $ 279,150 | $ 33,682 | 35,077 | $ 468,925 |
Costs and expenses: | ||||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 30,475 | 379 | 54,386 | 22,310 | 24,690 | 106,003 |
Marketing and selling | 50,371 | 1,511 | 104,748 | 35,092 | 38,121 | 178,446 |
General and administrative | 42,509 | 12,854 | 87,486 | 53,452 | 66,199 | 101,335 |
Depreciation and amortization | 711 | 80 | 1,506 | 48,057 | 48,247 | 93,078 |
Impairment charges | 0 | 573,838 | 573,838 | 0 | ||
(Loss) income from operations | 15,472 | (21,906) | 31,024 | (699,067) | (716,018) | (9,937) |
Other expenses: | ||||||
Interest expense — net | 17,319 | 18,310 | 50,477 | 41,076 | 57,482 | 41,497 |
Loss on extinguishment of debt | 0 | 685 | 685 | 2,414 | ||
Net loss | (1,847) | (40,216) | (19,453) | (740,828) | (774,185) | (53,848) |
Other comprehensive income (loss): | ||||||
Unrealized (loss) gain on derivative instruments | 309 | 2,248 | 822 | 887 | 1,095 | (7,225) |
Comprehensive loss | $ (1,538) | $ (37,968) | $ (18,631) | $ (739,941) | $ (773,090) | $ (61,073) |
Net loss per unit attributable to Common Unit holders, basic and diluted | $ (44,050) | $ (426,080) | $ (356,540) | $ (7,555,420) | $ (7,953,192) | $ (682,472) |
Weighted-average Common Units, basic and diluted | 100 | 100 | 100 | 100 | 100 | 100 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Preferred Units and Members' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Hoya Intermediate, LLC | Hoya Intermediate, LLCCommon units | Hoya Intermediate, LLCAdditional Paid-in Capital | Hoya Intermediate, LLCAccumulated Deficit | Hoya Intermediate, LLCAccumulated other comprehensive income (loss) | Hoya Intermediate, LLCRedeemable Senior Preferred Units [Member] | Hoya Intermediate, LLCRedeemable Preferred Units [Member] |
Balance at the beginning at Dec. 31, 2018 | $ 182,755 | $ 9,939 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 100 | 100 | ||||||
Balance at the beginning at Dec. 31, 2018 | $ 596,669 | $ 0 | $ 790,003 | $ (198,642) | $ 5,308 | |||
Balance at the beginning (in shares) at Dec. 31, 2018 | 100 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (53,848) | (53,848) | ||||||
Unrealized gain (loss) on derivative instruments | (7,225) | (7,225) | ||||||
Deemed contribution from parent | 5,174 | 5,174 | ||||||
Accretion of senior preferred units | (14,399) | (14,399) | $ 14,399 | |||||
Distributions to parent | (8,095) | (8,095) | ||||||
Balance at the end at Dec. 31, 2019 | 518,276 | $ 0 | 772,683 | (252,490) | (1,917) | |||
Balance at the end (in shares) at Dec. 31, 2019 | 100 | |||||||
Balance at the end (in shares) at Dec. 31, 2019 | 100 | 100 | ||||||
Balance at the end at Dec. 31, 2019 | $ 197,154 | $ 9,939 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (740,828) | (740,828) | ||||||
Unrealized gain (loss) on derivative instruments | 887 | 887 | ||||||
Deemed contribution from parent | 3,475 | 3,475 | ||||||
Accretion of senior preferred units | (14,714) | (14,714) | $ 14,714 | |||||
Distributions to parent | (120) | (120) | ||||||
Balance at the end at Sep. 30, 2020 | (233,024) | 761,324 | (993,318) | (1,030) | ||||
Balance at the end (in shares) at Sep. 30, 2020 | 100 | |||||||
Balance at the end (in shares) at Sep. 30, 2020 | 100 | 100 | ||||||
Balance at the end at Sep. 30, 2020 | $ 211,868 | $ 9,939 | ||||||
Balance at the beginning at Dec. 31, 2019 | $ 197,154 | $ 9,939 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 100 | 100 | ||||||
Balance at the beginning at Dec. 31, 2019 | 518,276 | $ 0 | 772,683 | (252,490) | (1,917) | |||
Balance at the beginning (in shares) at Dec. 31, 2019 | 100 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (774,185) | (774,185) | ||||||
Unrealized gain (loss) on derivative instruments | $ 887 | 1,095 | 887 | |||||
Loss reclassified from accumulated other comprehensive loss to earnings | 208 | 208 | ||||||
Deemed contribution from parent | 4,287 | 4,287 | ||||||
Accretion of senior preferred units | (21,134) | (21,134) | $ 21,134 | |||||
Distributions to parent | (120) | (120) | ||||||
Balance at the end at Dec. 31, 2020 | (271,781) | $ 0 | 755,716 | (1,026,675) | (822) | |||
Balance at the end (in shares) at Dec. 31, 2020 | 100 | |||||||
Balance at the end (in shares) at Dec. 31, 2020 | 100 | 100 | ||||||
Balance at the end at Dec. 31, 2020 | $ 218,288 | $ 9,939 | ||||||
Balance at the beginning at Jun. 30, 2020 | $ 209,476 | $ 9,939 | ||||||
Balance at the beginning (in shares) at Jun. 30, 2020 | 100 | 100 | ||||||
Balance at the beginning at Jun. 30, 2020 | (193,727) | 762,653 | (953,102) | (3,278) | ||||
Balance at the beginning (in shares) at Jun. 30, 2020 | 100 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (40,216) | (40,216) | ||||||
Unrealized gain (loss) on derivative instruments | 2,248 | 2,248 | ||||||
Deemed contribution from parent | 1,099 | 1,099 | ||||||
Accretion of senior preferred units | (2,392) | (2,392) | $ 2,392 | |||||
Distributions to parent | (36) | (36) | ||||||
Balance at the end at Sep. 30, 2020 | (233,024) | 761,324 | (993,318) | (1,030) | ||||
Balance at the end (in shares) at Sep. 30, 2020 | 100 | |||||||
Balance at the end (in shares) at Sep. 30, 2020 | 100 | 100 | ||||||
Balance at the end at Sep. 30, 2020 | $ 211,868 | $ 9,939 | ||||||
Balance at the beginning at Dec. 31, 2020 | $ 218,288 | $ 9,939 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 100 | 100 | ||||||
Balance at the beginning at Dec. 31, 2020 | (271,781) | $ 0 | 755,716 | (1,026,675) | (822) | |||
Balance at the beginning (in shares) at Dec. 31, 2020 | 100 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (19,453) | (19,453) | ||||||
Unrealized gain (loss) on derivative instruments | 822 | 822 | ||||||
Deemed contribution from parent | 3,471 | 3,471 | ||||||
Accretion of senior preferred units | (16,201) | (16,201) | $ 16,201 | |||||
Balance at the end at Sep. 30, 2021 | 0 | (303,142) | 742,986 | (1,046,128) | ||||
Balance at the end (in shares) at Sep. 30, 2021 | 100 | |||||||
Balance at the end (in shares) at Sep. 30, 2021 | 100 | 100 | ||||||
Balance at the end at Sep. 30, 2021 | $ 234,489 | $ 9,939 | ||||||
Balance at the beginning at Jun. 30, 2021 | $ 231,931 | $ 9,939 | ||||||
Balance at the beginning (in shares) at Jun. 30, 2021 | 100 | 100 | ||||||
Balance at the beginning at Jun. 30, 2021 | (300,243) | 744,347 | (1,044,281) | (309) | ||||
Balance at the beginning (in shares) at Jun. 30, 2021 | 100 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (1,847) | (1,847) | ||||||
Unrealized gain (loss) on derivative instruments | 309 | $ 309 | ||||||
Deemed contribution from parent | 1,197 | 1,197 | ||||||
Accretion of senior preferred units | (2,558) | (2,558) | $ 2,558 | |||||
Balance at the end at Sep. 30, 2021 | $ 0 | $ (303,142) | $ 742,986 | $ (1,046,128) | ||||
Balance at the end (in shares) at Sep. 30, 2021 | 100 | |||||||
Balance at the end (in shares) at Sep. 30, 2021 | 100 | 100 | ||||||
Balance at the end at Sep. 30, 2021 | $ 234,489 | $ 9,939 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Financing Activities: | ||||
Net (decrease) increase in cash and cash equivalents | $ 203,130 | $ 209,784 | $ 204,048 | $ (19,139) |
Hoya Intermediate, LLC | ||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||
Net loss | (19,453) | (740,828) | (774,185) | (53,848) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Depreciation and amortization | 1,506 | 48,057 | 48,247 | 93,078 |
Amortization of deferred financing costs and interest rate cap | 4,120 | 2,583 | 3,863 | 2,860 |
Loss on disposal of long-lived assets | 0 | 169 | 169 | 960 |
Equity-based compensation expense | 3,471 | 3,475 | 4,287 | 5,174 |
Loss on extinguishment of debt | 0 | 685 | 685 | 2,414 |
Interest expense paid-in-kind | 25,117 | 7,807 | 15,678 | 0 |
Impairment charges | 0 | 573,838 | 573,838 | 0 |
Change in assets and liabilities: | ||||
Accounts receivable | (18,784) | (31,022) | (10,250) | 225 |
(Increase) decrease in inventory | (9,660) | (1,199) | 4,094 | (1,628) |
Decrease (increase) in prepaid expenses and other current assets | (16,694) | (67,738) | (67,584) | 642 |
Increase (decrease) in accounts payable | 143,481 | (5,762) | (28,674) | 1,792 |
Increase in accrued expenses and other current liabilities | 87,339 | 178,813 | 195,404 | 23,272 |
Increase in deferred revenue | 14,567 | (881) | 24 | 2,005 |
Other assets and liabilities | 252 | 1,019 | 512 | (468) |
Net cash provided by operating activities | 215,262 | (30,984) | (33,892) | 76,478 |
Cash Flows from Investing Activities: | ||||
Acquisition, net of cash acquired | 0 | (31,118) | ||
Purchases of property and equipment | (689) | (341) | (341) | (1,258) |
Proceeds from the sale of personal seat licenses | (76) | 0 | 0 | 170 |
Investments in developed technology | (6,558) | (6,039) | (7,264) | (7,949) |
Net cash used in investing activities | (7,323) | (6,380) | (7,605) | (40,155) |
Cash Flows from Financing Activities: | ||||
Proceeds from Revolving Facility | 50,000 | 50,000 | ||
Payments of Revolving Facility | (50,000) | (50,000) | ||
Payments of deferred financing costs and other debt-related costs | (8,479) | (8,479) | (400) | |
Distributions to parent | (120) | (120) | (8,095) | |
Net cash (used in) provided by financing activities | (4,809) | 247,148 | 245,545 | (55,462) |
Cash and cash equivalents – beginning of period | 285,337 | 81,289 | 81,289 | 100,428 |
Cash and cash equivalents – end of period | 488,467 | 291,073 | 285,337 | 81,289 |
Supplemental disclosure of cash flow information: | ||||
Paid-in-kind interest added to May 2020 First Lien Loan principal | 28,463 | 7,807 | 15,678 | |
Cash paid for interest | 21,143 | 27,433 | 34,592 | 38,653 |
Hoya Intermediate, LLC | Payments of June 2017 First Lien Loan [Member] | ||||
Cash Flows from Financing Activities: | ||||
Repayments of Long-term Debt | $ (4,809) | (4,253) | (5,856) | (6,967) |
Hoya Intermediate, LLC | Payments of June 2017 Second Lien Loan [Member] | ||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Loss on extinguishment of debt | (2,414) | |||
Cash Flows from Financing Activities: | ||||
Repayments of Long-term Debt | $ (40,000) | |||
Hoya Intermediate, LLC | Proceeds from May 2020 First Lien Loan [Member] | ||||
Cash Flows from Financing Activities: | ||||
Proceeds from Issuance of Long-term Debt | $ 260,000 | $ 260,000 |
Background, Description of Busi
Background, Description of Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Background, Description of Business and Basis of Presentation | N OTE ACKGROUND AND ATURE OF PERATIONS Vivid Seats Inc. (“the Company”) was incorporated in Delaware on March 29, 2021 as a wholly owned subsidiary of Hoya Intermediate, LLC (“Hoya Intermediate”). The Company was formed for the purpose of completing the transactions contemplated by the definitive transaction agreement, dated April 21, 2021 (the “Transaction Agreement”), by and among Horizon Acquisition Corporation (“Horizon”), a publicly traded special purpose acquisition company, Horizon Sponsor, LLC, a Delaware limited liability company, Hoya Intermediate, Hoya Topco, LLC (“Hoya Topco”), a Delaware limited liability company, the Company and the other parties thereto. As more fully described below, on October 18, 2021, the transactions contemplated by the Transaction Agreement were completed. As a result, the Company holds approximately 39.4% of the common units of Hoya Intermediate, which represents a controlling interest in Hoya Intermediate. The Business Combination On April 21, 2021, Hoya Topco and Hoya Intermediate, our parent, entered into a definitive transaction agreement with Horizon and Horizon Sponsor, LLC to effect a merger of the Company and Horizon. The merger and other transactions contemplated by the Transaction Agreement (the “business combination”) closed on October , . Total cash proceeds from the business combination were $ 787,070 thousand. Refer to Note , Subsequent Events , for further details. | |
Hoya Intermediate, LLC [Member] | ||
Background, Description of Business and Basis of Presentation | 1. B ACKGROUND ESCRIPTION OF USINESS AND BASIS OF PRESENTATION Through our consolidated subsidiary, Vivid Seats LLC, we provide a leading full-service secondary ticketing marketplace, enabling fans and event seekers to purchase tickets to sports, concerts, theater, and other live events in the United States and Canada. Through our Marketplace segment, we operate an online platform enabling ticket buyers to purchase tickets to live events, while enabling ticket sellers to seamlessly manage their end-to-end The accompanying condensed consolidated financial statements include all the accounts of Hoya Intermediate, LLC, its subsidiary, Vivid Seats LLC, and the wholly-owned subsidiaries of Vivid Seats LLC. The financial statements refer to Hoya Intermediate, LLC and its subsidiaries collectively as the “Company,” “us,” “we,” and “our” in these condensed consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal and recurring items. Our condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in Vivid Seat Inc.’s, a Delaware corporation formed by the Company to facilitate a business combination, final prospectus, filed with the SEC in accordance with Rule 424(b) of the Securities Act of 1933, as amended, on September 24, 2021 (the “Prospectus”). The Condensed Consolidated Balance Sheet at December 31, 2020 included herein was derived from the audited financial statements at that date, but does not include all disclosures including notes required by GAAP. The Business Combination Subsequent Events COVID-19 COVID-19 ended December 31, 2020 and during the nine months ended September 30, 2021. During the year ended December 31, 2020, the Company recognized impairment charges resulting in a reduction in the carrying values of goodwill, indefinite-lived trademarks, definite-lived intangible assets, and other long-lived assets. We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 Use of Estimates | 1. B ACKGROUND AND ESCRIPTION OF USINESS Through our consolidated subsidiary, Vivid Seats LLC, we provide a leading full-service secondary ticketing marketplace, enabling fans and event seekers to purchase tickets to sports, concerts, theater, and other live events in the United States and Canada. Through our Marketplace segment, we operate an online platform enabling ticket buyers to purchase tickets to live events, while enabling ticket sellers to seamlessly manage their end-to-end The accompanying consolidated financial statements include all the accounts of Hoya Intermediate, LLC, its subsidiary, Vivid Seats LLC, and the wholly-owned subsidiaries of Vivid Seats LLC. The financial statements refer to Hoya Intermediate, LLC and its subsidiaries collectively as the “Company,” “us,” “we,” and “our” in these consolidated financial statements. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany transactions and balances have been eliminated in consolidation. COVID-19 COVID-19 Summary of Significant Accounting Policies We expect uncertainties around our key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | N OTE UMMARY OF IGNIFICANT CCOUNTING OLICIES Basis of Presentation The balance sheets are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These condensed balance sheets should be read in conjunction with the audited balance sheet and related notes. The Condensed Balance Sheet at March 29, 2021 included herein was derived from the audited financial statements at that date, but does not include all disclosures including notes required by GAAP. Separate statements of income and comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity from March 29, 2021 to September 30, 2021. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates. Actual results could differ from those estimates. Organization costs Costs related to incorporation of the Company was paid by Hoya Intermediate and recorded as an expense of Hoya Intermediate after the business combination was completed. | |
Hoya Intermediate, LLC [Member] | ||
Summary of Significant Accounting Policies | 2. S UMMARY OF IGNIFICANT CCOUNTING OLICIES The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies included in Vivid Seat Inc.’s Form S-4 Recent Accounting Pronouncements As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company is provided the option to adopt new or revised accounting guidance either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public Issued accounting standards not yet adopted Leases —In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) right-of-use 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, non-public 2016-02 right-of-use Financial Instruments-Credit Losses —In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates non-public non-public Reference Rate Reform —In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting | 2. S UMMARY OF IGNIFICANT CCOUNTING OLICIES Use of Estimates Cash and Cash Equivalents Cash and cash equivalents held in interest-bearing accounts may exceed the Federal Deposit Insurance Corporation insurance limits. To reduce credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents. However, balances could be impacted in the future if underlying financial institutions fail. As of December 31, 2019 and 2020, the Company has not experienced any loss or lack of access to its cash and cash equivalents. Accounts Receivable and Credit Policies Due to the significant COVID-19 COVID-19 Inventory Property and Equipment — Asset Class Useful Life Computer Equipment 5 years Purchased Software 3 years Furniture and Fixtures 7 years Leasehold improvements are amortized over the shorter of the term of the lease or the improvements’ estimated useful lives. Personal Seat Licenses Impairments Long-Lived Assets Impairment Assessments require a long-lived asset or asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount exceeds its fair value. During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. We recorded an impairment charge as a result of those assessments. Refer to Note 8, Impairments Goodwill and Intangible Assets non-compete We evaluate goodwill and our indefinite-lived intangible asset for impairment annually on October 31 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. We have the option to assess goodwill and our indefinite-lived intangible asset for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not more-likely-than-not The fair value of our definite-lived intangible assets is determined using both the market approach and income approach, utilizing Level 3 inputs. We review our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If circumstances require a definite-lived intangible asset or its asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that definite-lived intangible asset or asset group to its carrying amount. If the carrying amount of the definite-lived intangible asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives: Asset Class Useful Life Non-competition 3 years Supplier relationships 4 years Developed technology 3-5 years Customer relationships 3-5 The useful lives of definite-lived intangible assets are re-assessed During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our goodwill, indefinite-lived intangible asset, and definite-lived intangible assets for impairment, and we recorded an impairment charge as a result of those assessments. Refer to Note 8, Impairments Business Combinations Acquisition. Internal-use internal-use Accrued Customer Credits Accrued Future Customer Compensation Taxes The Company is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of the Company would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that the Company would pay an “imputed underpayment” including interest and penalties, if applicable. The Company may instead elect to make a “push-out” The Hoya Intermediate, LLC Agreement stipulates that, if the Company receives an imputed underpayment, each Unit holder shall promptly file an amended tax return and pay any tax and interest due. As of December 31, 2019 and 2020, there were no uncertain tax positions taken or expected to be taken that would require recognition of a liability in the consolidated financial statements. The Company is subject to routine audits by taxing jurisdictions. The periods subject to tax audits are 2017 through 2020. There are currently no audits for any tax periods in progress. Debt Derivatives — Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of the gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company formally evaluates, both at the inception of the hedge and quarterly, whether the derivative financial instrument is highly effective in offsetting changes in cash flows of the related underlying exposure. For derivatives that are designated as, and meet all the required criteria for, a cash flow hedge, the net interest payments are recorded in Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss and the remaining changes in the fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Consolidated Balance Sheets and reclassified into earnings as the underlying hedged item affects earnings. Derivative instruments are classified within Prepaid expenses and other current assets or Other liabilities in the Consolidated Balance Sheets depending on the nature of the balance at the end of the period. Fair Value of Financial Instruments Level 1 Level 2 Level 3 Equity-Based Compensation Compensation–Stock Compensation Distinguishing Liabilities from Equity Equity-based compensation is measured at fair value on the grant date. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is the award’s vesting period, and an offsetting deemed contribution to equity to reflect these incentive units of our parent. Vesting of these awards is accelerated in the event of a change in control of Hoya Topco, LLC. The Company accounts for forfeitures as they occur. A market-based approach was used to determine the total equity value of our parent and allocate the resulting value between classes using an option pricing model to determine the grant date fair value of employee grants. The exercise prices used are based on various scenarios considering the waterfall payout structure of the units that exists at the Hoya Topco, LLC level. For liability-based compensation with service and performance conditions, the Company recognizes a liability for the fair value of the outstanding units only when the Company concludes it is probable that the performance condition will be achieved. As of December 31, 2019 and 2020, it is not probable the performance condition will be achieved. Net Loss Per Unit Attributable to Common Unit holders Segment Reporting — Revenue Recognition Revenue from Contracts with Customers The Company reports revenue on a gross or net basis based on management’s assessment of the Company acting as a principal or agent in the transaction. The determination of the Company acting as a principal or an agent in a transaction is based on the evaluation of control over the ticket, including the right to sell the ticket, before it is transferred to the ticket buyer. Marketplace The Company acts as an intermediary between ticket sellers and ticket buyers in its secondary marketplace. Revenue primarily consists of service fees from ticketing operations and is reduced by incentives provided to ticket buyers. The Company has one primary performance obligation, facilitating the Marketplace transaction between the ticket seller and ticket buyer, which is satisfied at the time the order is confirmed. In this transaction, the Company acts as an agent as it does not control the ticket prior to it transferring to the ticket buyer. Revenue is recognized net of the amount due to the seller when the ticket seller confirms an order with the ticket buyer, at which point the seller is obligated to deliver the tickets to the buyer in accordance with the original marketplace listing. Payment from the buyer is due at the time of sale. The Company’s sales terms provide that the Company will compensate the buyer for the total amount of the purchase if an event is cancelled, the ticket is invalid, or if the ticket is delivered after the promised time. The Company has determined this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The revenue reversal is reflected within Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the buyer has yet to be compensated. The Company estimates the customer compensation liability, and corresponding charge against revenue, using the expected value method, which best predicts customer compensation for future cancellations. To the extent we estimate that a portion of the refund is recoverable from the ticket seller, we record the recovery as revenue to align with the net presentation of the original transaction. The timing of event cancellations and rescheduling of postponed events versus new sales transactions can result in customer compensation costs exceeding current period sales resulting in negative marketplace revenue for that period. The Company also earns referral commissions on purchases of third-party insurance services by ticket buyers at the time of sale of the associated ticket on the Marketplace platform. Referral commissions are recognized as revenue when the ticket buyer makes a purchase from the third-party merchant during customer checkout. Payment from the third-party provider is due to the Company net 30 from when invoiced. This revenue is included within all categories of Marketplace disaggregated revenue described in Note 3, Revenue Recognition. Resale The Company sells tickets it owns on secondary ticket marketplaces. The Resale business has one performance obligation, which is to transfer control of a live event ticket to a ticket buyer once an order has been confirmed. The Company acts as a principal in these transactions as it owns the ticket and therefore controls the ticket prior to transferring the ticket to the customer. Revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed in the secondary ticket marketplace. Payment from the marketplace is typically due upon delivery of the ticket or after the event has passed. Secondary marketplace terms and conditions require sellers to repay amounts received for events that are cancelled or tickets that are invalid or delivered after the promised time. The Company has determined that this obligation is a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The Company recognizes a liability for known and estimated cancellation charges within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The Company estimates the future customer compensation liability, and corresponding charge against revenue, using the expected value method. To the extent we estimate that a portion of the charge is recoverable from the event host, we record the estimated recovery asset to Prepaid expenses and other current assets. When the Company’s Resale business sells a ticket on its own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues. Deferred Revenue Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following year. The Company’s loyalty program allows customers to earn credits on certain purchases and then redeem those credits on future transactions. The credits earned in the program represent a material right to the customer and constitute an additional performance obligation of the Company. As such, the Company defers revenue based on expected future usage and recognizes the deferred revenue as credits are redeemed. Breakage income from credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used. Cash received for contingent events, such as postseason sporting events, is initially recorded as Deferred revenue in the Consolidated Balance Sheets and is recognized as revenue when the contingency is resolved. Advertising Costs e-mail Shipping and Handling Immaterial Correction of an Error in Prior Periods Accounting Changes and Error Corrections The Company has adjusted for these errors by revising its financial statements presented herein. The correction resulted in an increase to Cost of revenues of $2,669 thousand and $1,753 thousand for the years ended December 31, 2019 and 2020, respectively, with corresponding reductions to General and administrative expenses. The increase to Cost of revenues resulted in a decrease to Marketplace and Resale contribution margin of $2,324 thousand and $345 thousand, respectively, for the year ended December 31, 2019, and a decrease to Marketplace and Resale contribution margin of $1,468 thousand and $285 thousand, respectively, for the year ended December 31, 2020. Refer to Note 5, Segment Reporting Recent Accounting Pronouncements As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company is provided the option to adopt new or revised accounting guidance either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public Accounting pronouncements recently adopted Cloud Computing Arrangements 2018-15, Cloud Computing Arrangements accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use 2018-15 Issued accounting standards not yet adopted Leases 2016-02, Leases (Topic 842) right-of-use 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, non-public 2016-02 Financial Instruments-Credit Losses 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates non-public non-public Reference Rate Reform 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Revenue Recognition
Revenue Recognition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Revenue Recognition | 3. R EVENUE ECOGNITION The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606. The Company has two reportable segments: Marketplace and Resale. Within the Marketplace segment, the Company earns revenue by acting as an intermediary between ticket sellers and ticket buyers. In this capacity, the Company recognizes revenue for transactions occurring on its website and mobile app (Owned Properties), in addition to fees generated through the sale of tickets on partner sites using the Company’s platform (Private Label). During the three and nine months ended September 30, 2020 and 2021, Marketplace revenues consisted of the following (in thousands): Three Months Ended Nine Months Ended 2020 2021 2020 2021 Marketplace revenues: Owned Properties $ (2,519 ) $ 96,169 $ 21,601 $ 198,900 Private Label (3,313 ) 24,296 1,510 48,206 Total Marketplace revenues $ (5,832 ) $ 120,465 $ 23,111 $ 247,106 During the three and nine months ended September 30, 2020 and 2021, Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended Nine Months Ended 2020 2021 2020 2021 Marketplace revenues: Concerts $ (3,455 ) $ 55,343 $ 20,769 $ 112,200 Sports (1,565 ) 53,485 (1,636 ) 115,628 Theater (828 ) 11,131 3,742 18,429 Other 16 506 236 849 Total Marketplace revenues $ (5,832 ) $ 120,465 $ 23,111 $ 247,106 Within the Resale segment, the Company sells tickets it holds in inventory on resale ticket marketplaces. Resale revenues were $(1,250) thousand and $10,571 thousand during the three and nine months ended September 30, 2020, respectively, and $19,073 thousand and $32,044 thousand during the three and nine months ended September 30 , 2021 , respectively. At December 31, 2019, $5,932 thousand was recorded as deferred revenue, of which $61 thousand and $3,439 thousand were recognized as revenue during the three and nine months ended September 30, 2020, respectively. At December 31, 2020, $5,956 thousand was recorded as deferred revenue, of which $994 thousand and $2,609 thousand were recognized as revenue during the three and nine months ended September 30, 2021, respectively. At September 30, 2021, Deferred revenue in the Condensed Consolidated Balance Sheets was $20,523 thousand, which primarily relates to Vivid Seats Rewards, the Company’s loyalty program. The Company offers a loyalty program in which customers generate credits toward future purchases on the Vivid Seats website or mobile app. Deferred revenue for contingent events at December 31, 2020 and September 30, 2021 was immaterial. | 3. R EVENUE ECOGNITION The Company recognizes revenue in accordance with ASC 606. The Company has two reportable segments: Marketplace and Resale. Within the Marketplace segment, the Company earns revenue by acting as an intermediary between ticket sellers and ticket buyers. In this capacity, the Company recognizes revenue for transactions occurring on its website and mobile app (Owned Properties), in addition to fees generated through the sale of tickets on partner sites using the Company’s platform (Private Label). During 2019 and 2020, Marketplace revenues consisted of the following (in thousands): Years Ended 2019 2020 Marketplace revenues: Owned Properties $ 329,262 $ 24,188 Private Label 74,383 (907 ) Total Marketplace revenues $ 403,645 $ 23,281 When assessing the performance of the business, the Company’s CODM also reviews Marketplace revenues generated by event category. During 2019 and 2020, Marketplace revenues consisted of the following event categories (in thousands): Years Ended 2019 2020 Marketplace revenues: Concerts $ 187,753 $ 15,775 Sports 169,577 3,484 Theater 44,754 3,759 Other 1,561 263 Total Marketplace revenues $ 403,645 $ 23,281 Within the Resale segment, the Company sells tickets it owns on secondary ticket marketplaces, including its own website and mobile app. Resale revenues were $65,280 thousand and $11,796 thousand during for the years ended December 31, 2019 and 2020, respectively, and are presented in Revenues in the Consolidated Statements of Operations and Comprehensive Loss. At December 31, 2019, $5,932 thousand was recorded as deferred revenue, of which $3,560 thousand was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $5,956 thousand. The Company’s deferred revenue balance primarily relates to the loyalty program and is presented in Deferred revenue in the Consolidated Balance Sheets. Deferred revenue for contingent events at December 31, 2019 and 2020 was immaterial. |
Segment Reporting
Segment Reporting | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Segment Reporting [Line Items] | ||
Segment Reporting | 4. S EGMENT EPORTING Our reportable segments are Marketplace and Resale. Through the Marketplace segment, the Company acts as an intermediary between ticket sellers and ticket buyers within its secondary ticket marketplace. Through the Resale segment, the Company acquires tickets from primary sellers, which it then sells through secondary ticket marketplaces. Revenues and contribution margin are used by the Company’s Chief Operating Decision Maker (“CODM”) to assess performance of the business. The Company defines contribution margin as revenues less cost of revenues and marketing and selling expenses. We do not report our assets, capital expenditures, or related depreciation and amortization expenses by segment, because our CODM does not use this information to evaluate the performance of our operating segments. The following table represents our segment information for the three and nine months ended September 30, 2020 (in thousands): Three Months Ended Nine Months Ended September 30, 2020 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ (5,832 ) $ (1,250 ) $ (7,082 ) $ 23,111 $ 10,571 $ 33,682 Cost of revenues (exclusive of depreciation and amortization shown separately below) 949 (570 ) 379 12,497 9,813 22,310 Marketing and selling 1,511 — 1,511 35,092 — 35,092 Contribution margin $ (8,292 ) $ (680 ) (8,972 ) $ (24,478 ) $ 758 (23,720 ) General and administrative 12,854 53,452 Depreciation and amortization 80 48,057 Impairment charges — 573,838 Loss from operations (21,906 ) (699,067 ) Interest expense—net 18,310 41,076 Loss on extinguishment of debt — 685 Net loss $ (40,216 ) $ (740,828 ) The following table represents our segment information for the three and nine months ended September 30, 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 120,465 $ 19,073 $ 139,538 $ 247,106 $ 32,044 $ 279,150 Cost of revenues (exclusive of depreciation and amortization shown separately below) 15,694 14,781 30,475 32,101 22,285 54,386 Marketing and selling 50,371 — 50,371 104,748 — 104,748 Contribution margin $ 54,400 $ 4,292 58,692 $ 110,257 $ 9,759 120,016 General and administrative 42,509 87,486 Depreciation and amortization 711 1,506 Income from operations 15,472 31,024 Interest expense - net 17,319 50,477 Net loss $ (1,847 ) $ (19,453 ) | 5. S EGMENT EPORTING For all periods presented, our reportable segments are Marketplace and Resale. Through the Marketplace segment, the Company acts as an intermediary between ticket sellers and ticket buyers within its secondary marketplace. Through the Resale segment, the Company generates revenue by acquiring tickets from primary sellers, which it then sells through secondary ticket marketplaces. Revenues and contribution margin are used by the Company’s CODM to assess performance of the business. The Company defines contribution margin as revenues less cost of revenues and marketing and selling expenses. We do not report our assets, capital expenditures, or related depreciation and amortization expenses by segment, because our CODM does not use this information to evaluate operating segments. The following table represents our segment information for the year ended December 31, 2019 (in thousands): Marketplace Resale Consolidated Revenues $ 403,645 $ 65,280 $ 468,925 Cost of revenues (exclusive of depreciation and amortization shown separately below) 52,857 53,146 106,003 Marketing and selling 178,446 — 178,446 Contribution margin $ 172,342 $ 12,134 184,476 General and administrative 101,335 Depreciation and amortization 93,078 Loss from operations (9,937 ) Interest expense — net 41,497 Loss on extinguishment of debt 2,414 Net loss $ (53,848 ) The following table represents our segment information for the year ended December 31, 2020 (in thousands): Marketplace Resale Consolidated Revenues $ 23,281 $ 11,796 $ 35,077 Cost of revenues (exclusive of depreciation and amortization shown separately below) 13,741 10,949 24,690 Marketing and selling 38,121 — 38,121 Contribution margin $ (28,581 ) $ 847 (27,734 ) General and administrative 66,199 Depreciation and amortization 48,247 Impairment charges 573,838 Loss from operations (716,018 ) Interest expense — net 57,482 Loss on extinguishment of debt 685 Net loss $ (774,185 ) Substantially all of the Company’s sales occur and assets reside in the United States. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Goodwill And Intangible Assets Disclosure [Line Items] | ||
Goodwill and Intangible Assets | 5. G OODWILL AND NTANGIBLE SSETS Definite-lived intangible assets consist entirely of developed technology, which had a net carrying amount of $2,358 thousand and $7,436 thousand at December 31, 2020 and September 30, 2021, respectively. At December 31, 2020 and September 30, 2021, accumulated amortization related to the Company’s developed technology was $264 thousand and $1,744 thousand, respectively. The Company’s developed technology has a useful life of 3 to 5 years. Prior to its impairment, recorded during the nine months ended September 30, 2020, the Company’s definite-lived intangible assets included supplier relationships, customer relationships, and non-compete The net changes in the carrying amounts of the Company’s intangible assets and goodwill during the nine months ended September 30, 2020 were as follows (in thousands): Definite-lived Trademark Goodwill Balance at January 1, 2020 $ 149,948 $ 143,400 $ 1,060,428 Capitalized development costs 6,039 — — Impairment (107,365 ) (78,734 ) (377,101 ) Disposals (124 ) — — Amortization (47,178 ) — — Balance at September 30, 2020 $ 1,320 $ 64,666 $ 683,327 The net changes in the carrying amounts of the Company’s intangible assets and goodwill during the nine months ended September 30, 2021 were as follows (in thousands): Definite-lived Trademark Goodwill Balance at January 1, 2021 $ 2,358 $ 64,666 $ 683,327 Capitalized development costs 6,558 — — Amortization (1,480 ) — — Balance at September 30, 2021 $ 7,436 $ 64,666 $ 683,327 The Company had $563,200 thousand of cumulative impairment to its intangible assets and goodwill as of December 31, 2020 and September 30, 2021. | 7. G OODWILL AND NTANGIBLE SSETS The Company has two operating segments, Marketplace and Resale, which consist of a single reporting unit each. The Company’s goodwill is recorded on the Company’s Marketplace operating segment and reporting unit. Definite-lived intangible assets consisted of the following at December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Cost Accumulated Net Cost Accumulated Net Developed Technology $ 158,759 $ (75,458 ) $ 83,301 $ 2,622 $ (264 ) $ 2,358 Supplier Relationships 137,200 (84,612 ) 52,588 — — — Customer Relationships 71,300 (58,134 ) 13,166 — — — Non-compete 5,360 (4,467 ) 893 — — — Total definite-lived intangibles assets $ 372,619 $ (222,671 ) $ 149,948 $ 2,622 $ (264 ) $ 2,358 The net changes in the carrying amounts of the Company’s intangible assets and goodwill were as follows (in thousands): Definite-lived Trademark Goodwill Balances at January 1, 2019 $ 224,777 $ 143,400 $ 1,039,184 Acquisition 9,700 — 21,244 Capitalized development costs 7,949 — — Disposals (983 ) — — Amortization (91,495 ) — — Balances at December 31, 2019 149,948 143,400 1,060,428 Capitalized development costs 7,264 — — Impairment (107,365 ) (78,734 ) (377,101 ) Disposals (124 ) — — Amortization (47,365 ) — — Balances at December 31, 2020 $ 2,358 $ 64,666 $ 683,327 Amortization expense on the definite-lived intangible assets was $91,495 thousand and $47,365 thousand for the years ended December 31, 2019 and 2020, respectively, and is presented in Depreciation and amortization expense in the Statements of Operations and Comprehensive Loss. The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2020 is as follows (in thousands): 2021 $ 872 2022 872 2023 614 Total $ 2,358 The Company recorded an impairment to its goodwill and intangible assets during 2020. Refer to Note 8, Impairments, |
Impairments
Impairments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Impairments | 6. I MPAIRMENTS The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that an asset may be impaired. Definite-lived intangible assets and other long-lived assets are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. During the second quarter of 2020, the Company identified the COVID-19 put in place to mitigate the spread of the virus, and compliance with restrictions enacted by various governmental entities, most live events during 2020 were either postponed or cancelled . Consequently, the Company experienced a significant reduction of revenue during the nine months ended September 30, 2020. The following summarizes the impairment charges recorded by the Company during the nine months ended September 30, 2020 (in thousands): Goodwill $ 377,101 Indefinite-lived trademark 78,734 Definite-lived intangible assets 107,365 Property and equipment 3,670 Personal seat licenses 6,968 Total impairment charges $ 573,838 | 8. I MPAIRMENTS As disclosed in Note 2, Significant Accounting Policies During the second quarter of 2020, the Company identified the COVID-19 COVID-19 The following summarizes the impairment charges recorded by the Company during the second quarter of 2020 (in thousands): Goodwill $ 377,101 Indefinite lived trademark 78,734 Definite lived intangible assets 107,365 Property and equipment 3,670 Personal seat licenses 6,968 Total impairment charges $ 573,838 Long-lived asset impairments The Company assessed its long-lived assets for potential impairment during the second quarter of 2020. ASC 360, Property, Plant, and Equipment right-of-use For the fair value of the asset group, we compared the expected future undiscounted cash flows associated with the asset group to the long-lived asset group’s carrying value and concluded that the carrying value was not recoverable. The Company then measured the fair value of the asset group using a discounted cash flow model. The significant estimates used in the undiscounted and discounted cash flow models include projected operating cash flows; forecasted capital expenditures and working capital needs; rates of long-term growth; and the discount rate (in the discounted cash flow model). The significant unobservable inputs included forecasted revenues which reflected significant declines in earlier years as a result of the pandemic and included estimates regarding when revenue would return to pre-pandemic pre-pandemic Fair Value, Indefinite-lived trademark and goodwill impairments During the second quarter of 2020, the Company determined that the estimated carrying value of its indefinite-lived trademark was in excess of its fair value. The fair value of the indefinite-lived trademark asset, classified as a Level 3 measurement, was measured using the relief-from-royalty method. This methodology involves estimating reasonable royalty rates for the trademarks, applying the royalty rate to a net sales stream, and utilizing the discounted cash flow method. The Company utilized a 2.0% royalty rate, consistent with the rate used in the initial valuation of the trademark. The Company recorded an impairment charge of $78,734 thousand related to the indefinite-lived trademark. The impairment charge is presented in Impairment charges in the Consolidated Statements of Operations and Comprehensive Loss. As part of the goodwill impairment assessment performed during the second quarter of 2020, the Company determined that the carrying value of its Marketplace reporting unit exceeded its estimated fair value, resulting in a goodwill impairment charge of $377,101 thousand, which is presented in Impairment charges in the Consolidated Statements of Operations and Comprehensive Loss. The fair value estimate of our reporting units was based on a blended analysis of the present value of future discounted cash flows and market value approach, using Level 3 inputs. The significant estimates used in the discounted cash flow models are projected operating cash flows; forecasted capital expenditures and working capital needs; weighted average cost of capital; and rates of long-term growth. These estimates considered the recent deterioration in financial performance of the reporting units, as well as the anticipated rate of recovery, and implied risk premiums based on the market prices of our equity and debt as of the assessment date. The significant estimates used in the market multiple valuation approach include identifying business factors; such as size, growth, profitability, risk and return on investment; and assessing comparable revenue and earnings multiples. Following the impairment charge, the carrying value of the Marketplace reporting unit’s goodwill was $683,327 thousand. In accordance with its annual re-assessment, The Company’s goodwill and indefinite-lived trademark constitute nonfinancial assets measured at fair value on a nonrecurring basis. These nonfinancial assets are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820, Fair Value Measurement |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Hoya Intermediate, LLC | |
Business Acquisition [Line Items] | |
Acquisition | 6. A CQUISITION On April 11, 2019, the Company acquired all of the outstanding equity of Fanxchange Limited, a Canadian-based online ticket distribution marketplace, for total consideration of $31,118 thousand, net of cash acquired. This acquisition served to complement the Company’s marketplace with its distribution partners and technology. As it was a business combination in accordance with ASC 805, Business Combinations Transaction costs incurred related to this acquisition were immaterial and were recognized as a period expense within General and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. The following table summarizes the consideration paid and the fair values of the assets acquired, and liabilities assumed (in thousands): Allocation of purchase price Cash and cash equivalents $ 3,130 Other current assets 776 Property and equipment 277 Intangible asset — developed technology 4,900 Intangible assets — other 4,800 Goodwill 21,244 Total assets acquired 35,127 Current liabilities assumed 879 Net assets acquired $ 34,248 |
Prepaid Expense And Other Curre
Prepaid Expense And Other Current Asset | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Prepaid Expense And Other Current Assets | 7. P REPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets at December 31, 2020 and September 30, 2021 consist of the following (in thousands): December 31, September 30, 2020 2021 Recovery of future customer compensation $ 75,257 $ 83,204 Insurance recovery asset 2,500 2,980 Capitalized transaction costs — 5,148 Prepaid expenses 2,309 5,428 Total prepaid expenses and other current assets $ 80,066 $ 96,760 Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs increased by $7,947 thousand in the first nine months of 2021, due to the increased volume of sales transactions for future events occurring on our platform. Capitalized transaction costs consist of advisory, banking, legal and accounting fees incurred by the Company, which are directly attributable to the Merger Transaction. | 9. P REPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets at December 31, 2019 and 2020 consist of the following (in thousands): 2019 2020 Recovery of future customer compensation $ 6,662 $ 75,257 Insurance recovery asset — 2,500 Prepaid expenses 5,410 2,309 Total prepaid expenses and other current assets $ 12,072 $ 80,066 Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. |
Accrued Expenses and other Curr
Accrued Expenses and other Current liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Payables And Accruals [Line Items] | ||
Accrued Expenses and other Current liabilities | 8. A CCRUED XPENSES AND THER URRENT IABILITIES Accrued expenses and other current liabilities at December 31, 2020 and September 30, 2021 consist of the following (in thousands): December 31, September 30, 2020 2021 Accrued marketing expense $ 1,086 $ 24,228 Accrued tax 16,913 52,582 Accrued customer credits 125,481 132,921 Accrued future customer compensation 94,061 100,230 Other 18,593 30,166 Total accrued expenses and other current liabilities $ 256,134 $ 340,127 Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, which is recognized in proportion to the pattern of redemption for the customer credits. During the nine months ended September 30, 2021, customer credits of $40,274 thousand were redeemed. Accrued future customer compensation represents an estimate of the amount of customer compensation due from cancellation charges in the future. These provisions are based on historic experience, recent revenue volumes, and management’s estimate of the likelihood of future event cancellations and are recognized as a component of Revenues. 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. Accrued marketing expense, accrued tax and accrued future customer compensation increased in the first nine months of 2021, due primarily to the increased volume of sales transactions occurring on our platform. Refer to Note 11, Commitments and Contingencies, | 10. A CCRUED XPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities at December 31, 2019 and 2020 consist of the following (in thousands): 2019 2020 Marketing expense $ 12,044 $ 1,086 Accrued tax 10,194 16,913 Accrued customer credits — 125,481 Accrued future customer compensation 10,157 94,061 Other 27,613 18,593 Total accrued expenses and other current liabilities $ 60,008 $ 256,134 Customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, which is recognized in proportion to the pattern of redemption for the customer credits. Future customer compensation represents an estimate of the amount of customer compensation due from cancellations in the future. These provisions are based on historic experience and recent revenue volumes and are recognized as a component of Revenues. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material to the consolidated financial statements. |
Financial instruments
Financial instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Financial Instruments | 9. F INANCIAL NSTRUMENTS Derivatives The financial instruments entered into by the Company are typically executed over-the-counter. Fair Value Interest Rate Swaps On November 10, 2017, the Company purchased pay-fixed, The objective in using the swaps was to add stability to interest expense and to manage the exposure to interest rate movements. The interest rate swaps are designated as effective cash flow hedges involving the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. The Company performed a regression analysis at inception of the hedging relationship to assess the effectiveness. The design of the regression analysis addresses the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate swaps over historical months. The changes in the fair value of the hedge instrument and the hedged item over the historical months demonstrated the effectiveness of the hedge relationship as the prospective and retrospective test. On an ongoing basis, the Company assessed hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through its maturity date. The amount recognized in Interest expense — net in the Condensed Consolidated Statements of Operations and Comprehensive Interest Rate Cap On November 26, 2018, the Company entered into an interest rate cap with an effective date of September 30, 2020 . The Company paid $ thousand to enter into the cap. The notional value was $ thousand on September , . The interest rate cap matured on September , . The interest rate cap had a strike rate of %. The interest rate cap was purchased to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan. The objective in using the cap is to add stability to interest expense and to manage the exposure to interest rate movements. Interest rate caps involve the borrower paying the hedge provider an initial one-time The Company performed a regression analysis at inception of the hedging relationship to assess the effectiveness. The design of the regression analysis addressed the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate cap over historical months. Historical changes in the fair value of the hedge instrument and the underlying item demonstrated the effectiveness of the hedging relationship. On an ongoing basis, the Company assesses hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through September 30, 2021. The interest rate cap is measured at fair value, which was zero at December 31, 2020 and September 30, 2021. Effect of Derivative Contracts on Accumulated Other Comprehensive Loss (“AOCL”) and Earnings Since the Company designated the financial instruments as effective cash flow hedges that qualify for hedge accounting, net interest payments are recorded in Interest expense – net in the Condensed Consolidated Statements of Operations and Comprehensive Loss, and unrealized gains or losses resulting from adjusting the financial instruments to fair value are recorded as a component of Other comprehensive loss and subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings. During the and months ended September , , the Company reclassified losses of $ thousand and $ thousand, respectively, into Interest expense net from AOCL related to the interest rate cap. Cash flows resulting from settlements are presented as a component of cash flows from operating activities within the Condensed Consolidated Statements of Cash Flows. The following table presents the effects of hedge accounting on AOCL for the three and nine months ended September 30, 2020 for interest rate contracts designated as cash flow hedges (in thousands): Three Months Ended Nine Months Ended Interest Interest Total Interest Interest Total Beginning accumulated derivative loss in AOCL $ (2,248 ) $ (1,030 ) $ (3,278 ) $ (887 ) $ (1,030 ) $ (1,917 ) Amount of gain recognized in AOCL 2,248 — 2,248 887 — 887 Less: Amount of loss reclassified from AOCL to income — — — — — — Ending accumulated derivative loss in AOCL $ — $ (1,030 ) $ (1,030 ) $ — $ (1,030 ) $ (1,030 ) The following table presents the effects of hedge accounting on AOCL for the three and nine months ended September 30, 2021 for interest rate contracts designated as cash flow hedges (in thousands): Three Months Ended Nine Months Ended Beginning accumulated derivative loss in AOCL $ (309 ) $ (822 ) Amount of gain (loss) recognized in AOCL — — Less: Amount of loss reclassified from AOCL to income (309 ) (822 ) Ending accumulated derivative loss in AOCL $ — $ — Accounts receivable Due to the significant COVID-19 COVID-19 | 11. F INANCIAL NSTRUMENTS Derivatives At December 31, 2019, we held interest rate swaps and an interest rate cap. At December 31, 2020, we held an interest rate cap. The financial instruments were assessed as highly effective at inception and hedge accounting was applied. As such, the net interest payments accrued each month are included in Interest expense – net in the Consolidated Statements of Operations and Comprehensive Loss and the change in fair value is recorded as a component of AOCL in the Consolidated Balance Sheets. The financial instruments entered into by the Company are typically executed over-the-counter. Fair Value Interest Rate Swaps On November 10, 2017, the Company purchased pay-fixed, The objective in using the swaps was to add stability to interest expense and to manage the exposure to interest rate movements. The interest rate swaps are designated as effective cash flow hedges involving the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. The Company performed a regression analysis at inception of the hedging relationship to assess the effectiveness. The design of the regression analysis addresses the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate swaps historically over historical months. The changes in the fair value of the hedge instrument and the hedged item over the historical months demonstrated the effectiveness of the hedge relationship as the prospective and retrospective test. On an ongoing basis, the Company assessed hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through its maturity date. The interest rate swaps are recognized on a gross basis at fair value in the Consolidated Balance Sheets within Other liabilities at December 31, 2019. At December 31, 2019, interest rate swaps had a fair value of ($887) thousand. The amount recognized in Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss was $2,111 thousand of income and $4,291 thousand of expense for the years ended December 31, 2019 and 2020, respectively. Interest Rate Cap On November 26, 2018, the Company entered an interest rate cap with an effective date of September 30, 2020 and a maturity date of September 30, 2021. The Company paid $1,030 thousand to enter into the cap. The notional value was $518,719 thousand on December 31, 2020. The interest rate cap was purchased to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan. The interest rate cap has a strike rate of 3.5%. The objective in using the cap is to add stability to interest expense and to manage the exposure to interest rate movements. Interest rate caps involve the borrower paying the hedge provider an initial one-time The Company performed a regression analysis at inception of the hedging relationship to assess the effectiveness. The design of the regression analysis addressed the effectiveness of the hedging relationship by considering how the hedge instrument performs against the forecasted transaction or hypothetical interest rate cap over historical months. The changes in the fair value of the hedge instrument and the hedged item over the historical months demonstrated the effectiveness of the hedge relationship. On an ongoing basis, the Company assesses hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through December 31, 2020. The interest rate cap is measured at fair value and is recognized within Prepaid expenses and other current assets in the Consolidated Balance Sheets. The interest rate cap had a fair value of zero at December 31, 2019 and 2020. The amount of loss expected to be reclassified into Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss within the next twelve months is $822 thousand. Effect of Derivative Contracts on Accumulated Other Comprehensive Loss and Earnings Since the Company designated the financial instruments as effective cash flow hedges that qualify for hedge accounting, net interest payments are recorded in Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss and unrealized gains or losses resulting from adjusting the financial instruments to fair value are recorded as a component of Other comprehensive income/(loss) and subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings. During 2020, the Company reclassified losses of $208 thousand into Interest expense — net from Accumulated other comprehensive loss related to the interest rate cap. Cash flows resulting from settlements are presented as a component of cash flows from operating activities within the Consolidated Statements of Cash Flows. The following table presents the effects of hedge accounting on Accumulated other comprehensive loss for the year ended December 31, 2019 for interest rate contracts designated as cash flow hedges (in thousands): January 1, 2019 Amount of Loss Less: Amount of Loss December 31, 2019 Interest rate swaps $ 5,720 $ (6,607 ) $ — $ (887 ) Interest rate cap (412 ) (618 ) — (1,030 ) Total $ 5,308 $ (7,225 ) $ — $ (1,917 ) The following table presents the effects of hedge accounting on Accumulated other comprehensive loss for the year ended December 31, 2020 for interest rate contracts designated as cash flow hedges (in thousands): December 31, 2019 Amount of Loss Recognized in AOCL Less: Amount of Loss December 31, 2020 Interest rate swaps $ (887 ) $ 887 $ — $ — Interest rate cap (1,030 ) — (208 ) (822 ) Total $ (1,917 ) $ 887 $ (208 ) $ (822 ) |
Fair Value
Fair Value | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 10. F AIR ALUE Recurring Our financial assets and liabilities are valued using market prices on both active markets (Level 1), less active markets (Level 2) and little or no market activity (Level 3). Level 1 instrument valuations are obtained from unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using other inputs that are directly or indirectly observable in the marketplace. Level 3 instrument valuations typically reflect management’s estimate of assumptions and are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We did not have any transfers of financial instruments between valuation levels during the three and nine months ended September 30, 2020 or 2021. Cash and cash equivalents include all cash balances and highly liquid investments purchased with maturities of three months or less. The Company’s cash and cash equivalents consist primarily of domestic bank accounts, interest-bearing deposit accounts, and money market accounts managed by third-party financial institutions. Cash and cash equivalents are valued by the Company based on quoted prices in an active market, which represent a Level 1 measurement within the fair value hierarchy. The fair value for our derivative instruments is based upon inputs corroborated by observable market data with similar tenors, which are considered Level 2 inputs. Refer to Note 9, Financial Instruments, The Company’s June 2017 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace, therefore, the fair value is estimated on a Level 2 basis. At December 31, 2020, the June 2017 First Lien Loan had a fair value of $583,145 thousand as compared to the carrying amount of $609,080 thousand. At September 30, 2021, the June 2017 First Lien Loan had a fair value of $610,266 thousand as compared to the carrying amount of $606,204 thousand. We made a partial payment of $148,200 thousand on this loan in connection with, and using the proceeds from, the business combination. Refer to Note 14, Subsequent Events The Company’s May 2020 First Lien Loan is not traded and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated by discounting the future cash flows using current interest rates at which similar borrowings with similar maturities would be made to borrowers with similar credit ratings. Fair Value Measurement Subsequent Events Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments. Nonrecurring Our non-financial Significant Unobservable Inputs Range (Weighted Discount rate 12.5% - 13.5% (13.0%) Long-term growth rate 2.5% - 3.5% (3.0%) The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands): Goodwill Trademark 50 basis point increase in discount rate $ (37,680 ) $ (3,935 ) 50 basis point decrease in long-term growth rate (21,344 ) (2,298 ) Refer to Note 8, Impairmen ts | 12. F AIR ALUE Recurring Our financial assets and liabilities are valued using market prices on both active markets (Level 1), less active markets (Level 2) and little or no market activity (Level 3). Level 1 instrument valuations are obtained from unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using other inputs that are directly or indirectly observable in the marketplace. Level 3 instrument valuations typically reflect management’s estimate of assumptions and are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We did not have any transfers of financial instruments between valuation levels during 2019 or 2020. Cash and cash equivalents include all cash balances and highly liquid investments purchased with maturities of three months or less. The Company’s cash and cash equivalents consist primarily of domestic bank accounts, interest-bearing deposit accounts, and money market accounts managed by third-party financial institutions. Cash and cash equivalents are valued by the Company based on quoted prices in an active market, which represent a Level 1 measurement within the fair value hierarchy. The fair value for our derivative instruments is based upon inputs corroborated by observable market data with similar tenors, which are considered Level 2 inputs. At December 31, 2019, interest rate swaps had a fair value of ($887) thousand. The interest rate cap had a fair value of zero at December 31, 2019 and 2020. Refer to Note 11, Financial Instruments The Company’s June 2017 First Lien Loan is held by a third-party financial institution 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. As of December 31, 2019, the June 2017 First Lien Loan had a fair value of $620,673 thousand as compared to the carrying amount of $612,445 thousand. As of December 31, 2020, the June 2017 First Lien Loan had a fair value of $583,145 thousand as compared to the carrying amount of $609,080 thousand. The Company’s May 2020 First Lien Loan is not publicly traded and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated by discounting the future cash flows using current interest rates at which similar borrowings with similar maturities would be made to borrowers with similar credit ratings. The fair value was estimated assuming a prepayment of the loan upon the loan’s third anniversary and is estimated on a Level 3 basis, as provided by ASC 820. As of December 31, 2020, the May 2020 First Lien Loan had a fair value of $319,850 thousand as compared to the carrying amount of $268,235 thousand. Refer to Note 13, Debt Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments. Nonrecurring Our non-financial Significant Unobservable Inputs Range (Weighted Average) Discount rate 12.5% - 13.5% (13.0%) Long-term growth rate 2.5% - 3.5% (3.0%) The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands): Goodwill Trademark 50 basis point increase in discount rate $ (37,680 ) $ (3,935 ) 50 basis point decrease in long-term growth rate (21,344 ) (2,298 ) Refer to Note 8, Impairments |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Hoya Intermediate, LLC [Member] | |
Short-term Debt [Line Items] | |
Debt | 13. D EBT The Company’s outstanding debt at December 31, 2019 and 2020 is comprised of the following (in thousands): 2019 2020 June 2017 First Lien Loan $ 624,577 $ 618,721 May 2020 First Lien Loan — 275,678 Total long-term debt, gross 624,577 894,399 Less: unamortized debt issuance costs (12,132 ) (17,084 ) Total long-term debt, net of issuance costs 612,445 877,315 Less: current portion (5,856 ) (6,412 ) Total long-term debt, net $ 606,589 $ 870,903 First Lien Loans On May 22, 2020, the Company entered into a new $260,000 thousand first lien term loan (the “May 2020 First Lien Loan”) that is pari passu with the June 2017 First Lien Loan. The proceeds from the May 2020 First Lien Loan were used for general corporate purposes and to extinguish and retire the Revolving Facility in full. All obligations under the June 2017 First Lien Loan and May 2020 First Lien Loan are unconditionally guaranteed by the Company and substantially all the Company’s existing and future direct and indirect wholly owned domestic subsidiaries. The amortization of original issue discount and debt issuance costs on the June 2017 First Lien Loan and May 2020 First Lien Loan was $2,860 thousand and $3,655 thousand for the years ended December 31, 2019 and 2020, respectively, and is presented in Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss. The key terms of the Company’s debt agreements are as follows: June 2017 First Lien Loan not The June 2017 First Lien Loan is required to be prepaid, subject to certain exceptions, upon the following conditions: (i) up to 50.0% of excess cash flow subject to certain leverage ratios; (ii) all of the net cash proceeds of certain asset sales or insurance/condemnation events subject to certain leverage ratios; and (iii) all of the net cash proceeds of any issuance or incurrence of debt other than permitted debt. At the Company’s option, the June 2017 First Lien Loan bears periodic interest of either (A) the LIBOR rate plus an applicable margin, ranging from 3.00% to 3.50% per annum based on the Company’s first lien net leverage ratio, or (B) the base rate plus an applicable margin, ranging from 2.00% to 2.50% per annum based on the Company’s first lien net leverage ratio. The LIBOR rate for the June 2017 First Lien Loan is subject to a 1.00% floor. The effective interest rate on the June 2017 First Lien Loan was 5.3% and 4.5% per annum at December 31, 2019 and 2020, respectively. May 2020 First Lien Loan The May 2020 First Lien Loan is required to be prepaid, subject to certain exceptions, upon the following conditions: (i) up to 50.0% of excess cash flow subject to certain leverage ratios; (ii) all of the net cash proceeds of certain asset sales or insurance/condemnation events subject to certain leverage ratios; and (iii) all of the net cash proceeds of any issuance or incurrence of debt other than permitted debt. The interest rate for the May 2020 First Lien Loan is determined using a LIBOR rate plus an applicable margin of 9.50% per annum, or a base rate plus an applicable margin of 8.50% per annum. The LIBOR rate is subject to a 1.00% floor and the base rate is subject to a 2.00% floor. For any period ending prior to May 22, 2022, the Company may submit paid-in-kind elections, whereby the entire outstanding balance will be charged interest at 11.50% per annum and interest amounts will be added to the outstanding principal. On and after May 22, 2022 but prior to May 22, 2023, the Company may submit paid-in-kind elections with respect to all or some of the outstanding balance, whereby the portion for which such paid-in-kind election was made will be charged interest at a rate equal to the sum of i) 5.0% per annum and ii) at the Borrower’s election, a LIBOR rate plus an applicable margin of 5.00% per annum, or a base rate plus an applicable margin of 4.00% per annum. The effective interest rate on the May 2020 First Lien Loan was 11.50% per annum at December 31, 2020. For certain prepayments and repricing transactions of the May 2020 First Lien Loan that occur prior to May 22, 2023, the Company would owe a prepayment penalty of 3.0% on the first $91,000 thousand of prepayments. For prepayments greater than $91,000 thousand prior to May 22, 2022, the amount exceeding $91,000 thousand would be subject to a prepayment penalty equal to the greater of i) 6.0% and ii) the excess of the discounted measure of principal and interest due upon the second anniversary of the effective date and the outstanding principal at the time of the prepayment. For prepayments greater than $91,000 thousand on or after May 22, 2022 and prior to May 22, 2023, the amount exceeding $91,000 thousand would be subject to a prepayment penalty equal to 6.0%. The following is a summary of activity related to debt instruments during the years ended December 31, 2019 and 2020: June 2017 First Lien Loan principal payments October 2019 Second Lien payoff Revolving Facility drawdown and repayment May 2020 First Lien Loan borrowing Future maturities of our outstanding debt, excluding interest, as of December 31, 2020 were as follows (in thousands): 2021 $ 6,412 2022 6,412 2023 6,412 2024 875,163 2025 — Total $ 894,399 The Company is subject to certain reporting and compliance-related covenants to remain in good standing under the June 2017 First Lien Loan and May 2020 First Lien Loan. These covenants, among other things, limit the ability of the Company to incur additional indebtedness, and in certain circumstances, create restrictions on the ability to enter into transactions with affiliates; create liens; merge or consolidate; and make certain payments. Non-compliance |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC [Member] | ||
Loss Contingencies [Line Items] | ||
Commitments and Contingencies | 11. C OMMITMENTS AND ONTINGENCIES Litigation The Company, from time to time, is 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 the Company’s business, financial position or results of operations other than those matters discussed herein. The Company is a co-defendant The Company received multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 November 1, 2021 Other In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc. out-of-state The Company has recognized a liability for this potential tax of $16,818 thousand and $51,380 thousand at December 1, 2020 and September 30, 2021, respectively. This liability is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Sales tax expense was $488 thousand and $4,959 thousand for the three and nine months ended September 30, 2020, respectively. Sales tax expense was $21,574 thousand and $34,561 thousand for the three and nine months ended September 30, 2021, respectively. During the three months ended September 30, 2021, the Company recorded an adjustment to increase the liability in the amount of approximately $8,368 thousand for local tax amounts likely to be collected by certain states related to orders placed in prior periods. The expense was recorded in General and administrative in the Condensed Consolidated Statements of Operations and Comprehensive Loss. | 14. C OMMITMENTS AND ONTINGENCIES Our future minimum cash obligations as of December 31, 2020, were as follows (in thousands): 2021 2022 2023 2024 2025 There- Total Operating Leases $ 2,077 $ 1,990 $ 1,493 $ 1,523 $ 1,422 $ — $ 8,505 Purchase obligations 3,346 2,903 1,114 — — — 7,363 Total $ 5,423 $ 4,893 $ 2,607 $ 1,523 $ 1,422 $ — $ 15,868 Operating Leases non-cancelable Lease expense is recognized on a straight-line basis over the term of the lease. The excess of straight-line expense over cash paid is shown as a deferred rent liability and is recorded in Other liabilities in the Consolidated Balance Sheets. The leases also require security deposits which are recorded as a component of Other non-current Purchase Obligations non-cancelable Litigation The Company is a co-defendant post-COVID-19 The Company has received complaints regarding potential class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 the Company reached a settlement agreement that is pending formal approval by the court. The Company expects to recover much of these costs under its insurance policies and has separately recognized an insurance recovery asset of $2,500 thousand within Prepaid expenses and other current assets in the Consolidated Balance Sheets at December 31, 2020. Other South Dakota v. Wayfair Inc. out-of-state |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC [Member] | ||
Related Party Transactions | 12. R ELATED ARTY RANSACTIONS In December 2020, Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit | 15. R ELATED ARTY RANSACTIONS In December 2020, Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit organization within the meaning of Section 501(c)(3) of the Internal Revenue Code. Vivid Cheers’ mission is to support causes and organizations dedicated to healthcare, education, and support of workers in the live events industry during times of need. The Company has the right to elect the board of directors of Vivid Cheers, which is currently formed by the Company’s executives. The Company does not have a controlling financial interest in Vivid Cheers, and accordingly, does not consolidate Vivid Cheers’ statement of activities with its financial results. The Company committed charitable contributions of $450 thousand for the year ended December 31, 2020 to Vivid Cheers which were payable as of that date. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Subsidiaries [Member] | |
Defined Benefit Plan [Text Block] | 16. E MPLOYEE ENEFIT LAN The Company has a defined contribution and profit-sharing |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Hoya Intermediate, LLC | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity-Based Compensation | 17. E QUITY ASED OMPENSATION Certain members of management received equity-based compensation awards for units of our parent, Hoya Topco, LLC. These awards included grants in the form of Class B-1 Class B-1 Hoya Topco, LLC has the option to repurchase all or any portion of outstanding and vested Class B-1 our parent during the years ended December 31, 2019 and 2020, respectively. Distributions to parent were $8,095 thousand and $120 thousand during the years ended December 31, 2019 and 2020, respectively. Compensation expense associated with these incentive units for the years ended December 31, 2019 and 2020 was $5,174 thousand and $4,287 thousand, respectively, and is recorded within General and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. We record compensation expense and an offsetting deemed contribution to equity to reflect these incentive units of our parent. For the years ended December 31, 2019 and 2020, there was no compensation expense associated with Phantom Units as the performance condition of the units was not probable of being achieved. Based on the ranking of the incentive units in the waterfall payout structure of Hoya Topco, LLC, and subject to a distribution threshold, B-1 The following table summarizes the activity for the Hoya Topco, LLC Class B-1 Class B-1 Class D Units Class E Units Number of Weighted Number of Weighted Number Weighted Balances at January 1, 2019 — $ — 666,150 $ 15.65 500,765 $ 25.46 Units granted — — 218,000 15.50 — — Units repurchased — — (6,000 ) 15.28 — — Units forfeited — — (45,640 ) 15.42 — — Balances at December 31, 2019 — $ — 832,510 $ 15.63 500,765 $ 25.46 Units granted 905,000 2.32 1,755,000 0.89 — — Units repurchased — — (97,604 ) 15.95 — — Units forfeited (50,000 ) 2.32 (441,666 ) 7.81 — — Balances at December 31, 2020 855,000 $ 2.32 2,048,240 $ 4.67 500,765 $ 25.46 For the year ended December 31, 2020, there were no Class B-1 For the year ended December 31, 2019, there were 628,346 Class D Units and 400,612 Class E Units nonvested with a weighted average grant date fair value of $15.58 and $25.46, respectively. For the year ended December 31, 2020, there were 855,000 Class B-1 The fair value of each unit award is estimated on the date of grant using an option pricing model. The assumptions used in the option pricing model include multiple variables that require significant judgment. The Company’s estimated volatility is based on the historical volatility of similar public companies’ stock price over a preceding period commensurate with the expected term of the incentive units. The Company estimated the expected term of the incentive units considering the timing and probabilities of a liquidity event. The risk-free interest rate for the expected term of the incentive units is based on the U.S. Treasury yield curve, with maturities similar to the expected term of the incentive units, in effect at the time of grant. The Company also estimated the number of units expected to be granted as it represents an input in the determination of compensation expense. For the year ended December 31, 2019, the Company estimated that one million Class D Units and 500,765 Class E Units would be granted, as applicable. For the year ended December 31, 2020, the Company estimated that 950,000 Class B-1 The following assumptions were used to calculate the fair value of our unit awards on the date of grant: Years Ended December 31, 2019 2020 Estimated volatility 44.0% - 47.0% 47.0% - 102.0% Expected term (years) 2.75 - 3.25 1.75 - 2.75 Risk-free rate 1.6% - 2.2% 0.1% - 1.6% Expected dividend yield 0% 0% Total future compensation cost related to these incentive units is $13,992 thousand, which is expected to be recognized over a remaining period of four years. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Hoya Intermediate, LLC [Member] | |
Property and Equipment, net | 4. P ROPERTY AND QUIPMENT Long-lived asset impairment charges related to property and equipment of $3,670 thousand were recognized for the year ended December 31, 2020, resulting in a full impairment of all property and equipment. The impairment charges are presented in Impairment charges in the Consolidated Statements of Operations and Comprehensive Loss. The following table summarizes our major classes of property and equipment, net of accumulated depreciation at December 31, 2019 (in thousands): Leasehold Improvements $ 3,721 Computer Equipment 1,901 Furniture and Fixtures 556 Purchased Software 47 Total property and equipment 6,225 Less: accumulated depreciation 2,209 Total property and equipment — net $ 4,016 |
Members' Equity (Deficit) And R
Members' Equity (Deficit) And Redeemable Preferred Units | 12 Months Ended |
Dec. 31, 2020 | |
Subsidiaries [Member] | |
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items] | |
Disclosure of Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Text Block] | 18. M EMBERS QUITY EFICIT AND EDEEMABLE REFERRED NITS The following summarizes the rights, preferences, and privileges of the Company’s Senior Preferred Units, Preferred Units, and Common Units: Yield Percentages and Compounding Liquidation Preference out-of-pocket Dividends As of December 31, 2020, no distributions toward unpaid yield or unreturned capital have been made. Conversion Rights Voting Rights Redemption Rights units. Additionally, Hoya Topco, LLC holds the Senior Preferred Units and has a call right on the Class A Preferred Units of Hoya Topco, LLC. The Senior Preferred Units would be redeemed based on their payout structure if the call right is exercised. The redemption price equals (i) the liquidation preference as described above plus (ii) a premium. The premium is 4.0% if the redemption occurs between July 1, 2019 and June 30, 2020 or 2.0% if the redemption occurs between July 1, 2020 and June 30, 2021. There is no redemption premium for redemptions occurring after June 30, 2021. The holders of the Preferred Units also possess a redemption right and may redeem their units for an amount equal to their liquidation preference as described above. The Company classifies its Senior Preferred and Preferred Units as temporary equity, or outside of Member’s equity/(deficit), because the redemption rights are not solely within the Company’s and our parent’s control. As of December 31, 2020, the Senior Preferred Units and Preferred Units were deemed to be currently redeemable and are measured at the maximum redemption amount, with the offset recorded to Additional paid-in |
Net Loss Per Unit
Net Loss Per Unit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Earnings Per Share | 13. N ET OSS ER NIT The following table sets forth the computation of basic and diluted net loss per unit attributable to common unitholders for the periods indicated (in thousands, except per unit amounts): Three Months Ended Nine Months Ended 2020 2021 2020 2021 Net loss $ (40,216 ) $ (1,847 ) $ (740,828 ) $ (19,453 ) Accretion of senior preferred units 2,392 2,558 14,714 16,201 Net loss attributable to common unitholders $ (42,608 ) $ (4,405 ) $ (755,542 ) $ (35,654 ) Weighted-average common units, basic and diluted 100 100 100 100 Net loss per unit attributable to common unitholders, basic and diluted $ (426,080 ) $ (44,050 ) $ (7,555,420 ) $ (356,540 ) | 19. N ET OSS ER NIT The following table sets forth the computation of basic and diluted net loss per unit attributable to common unitholders for the periods indicated (in thousands, except per unit amounts): Year ended December 31, 2019 2020 Net loss $ (53,848 ) $ (774,185 ) Accretion of senior preferred units 14,399 21,134 Net loss attributable to common unitholders $ (68,247 ) $ (795,319 ) Weighted-average common units, basic and diluted 100 100 Net loss per unit attributable to common unitholders, basic and diluted $ (682,472 ) $ (7,953,192 ) The Company has no dilutive common equivalent units. Accordingly, for the periods presented, diluted net loss per unit is equal to basic net loss per unit. |
Stockholder's equity
Stockholder's equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's equity | N OTE TOCKHOLDER S QUITY The Company’s authorized capital stock consists of 1,000 shares of common stock, with a par value of $0.01 per share. On March 29, 2021, the Company issued 100 shares of common stock to Hoya Intermediate for aggregate consideration of $10.00. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||
Subsequent Events | N OTE UBSEQUENT VENTS As described in Note 1, Background and Nature of Operations In connection with the consummation of the business combination, the Company: • Issued 118,200,000 shares of Class B common stock and 6,000,000 warrants at an exercise price of $0.001 per share to purchase Class B common stock to Hoya Topco in exchange for the outstanding shares of Hoya Intermediate; • Issued 29,431,260 shares of Class A common stock to former shareholders of Horizon, whereby $311,898 thousand in cash and cash equivalents of Horizon became available to the Company; • Received $475,172 thousand in aggregate consideration from certain third-party investors, including Horizon Sponsor, LLC, in exchange for 47,517,173 shares of Class A common stock, pursuant to a private investment in public equity (“PIPE”). The PIPE proceeds include $250,172 thousand in cash and cash equivalents contributed by Horizon’s sponsor, Eldridge Industries, LLC, and its affiliates in connection with a backstop commitment to increase the PIPE subscription by an amount equal to the cash redemptions by former public shareholders of Horizon; • Used proceeds from the Horizon trust account and PIPE subscription and paid (i) $482,397 thousand towards the repayment of debt held by Hoya Intermediate and its subsidiaries, (ii) $236,005 thousand for the redemption of preferred units held in Hoya Intermediate, and (iii) $54,279 thousand for transaction fees incurred in connection with the business combination; • Issued to Horizon Sponsor, LLC (i) warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share, (ii) warrants to purchase 17,000,000 shares of Class A common stock at an exercise of $15.00 per share, and (iii) 50,000 shares of Class A common stock; and • Issued private warrants to purchase 6,519,791 shares of Class A common stock of the Company, at an exercise price of $11.50 per share, and public warrants to purchase 18,132,778 shares of Class A common stock of the Company, at an exercise price of $11.50 per share, to former warrant holders of Horizon, of which public warrants to purchase 5,166,666 shares of Class A common stock were issued to Horizon Sponsor, LLC. • The Company’s Board of Directors declared a special dividend of $17,698 thousand, or $0.23 per share, to holders of Class A Common Stock on October 18, 2021, which the Company paid on November 2, 2021. • Upon closing, Hoya Topco, Hoya Intermediate, and other designated parties entered into a tax receivable agreement with the Company. Under the terms of the agreement, the Company will pay Hoya Topco and other designated parties a portion of future income tax savings resulting from existing tax attributes related to Hoya Intermediate. Following the business combination, the Company owns approximately 39.4% of the outstanding equity interests of Hoya Intermediate, which represents a controlling interest in Hoya Intermediate. The 2021 Employee Stock Purchase Plan and 2021 Incentive Award Plan were approved and adopted in order to facilitate the grant of cash and equity incentive awards to directors, employees and consultants of the Company and its subsidiaries. These plans became effective on October 18, 2021 upon closing of the business combination. | |
Hoya Intermediate, LLC | ||
Subsequent Event [Line Items] | ||
Subsequent Events | 14. S UBSEQUENT EVENTS The Company evaluated subsequent events for recognition or disclosure through the date that these condensed consolidated financial statements were available for issuance. As described in Note 1, Background, Description of Business and Basis of Presentation The merger was consummated on October 18, 2021 and Vivid Seats Inc. became a publicly traded company listed on the Nasdaq Global Select Market (“Nasdaq”) with Class A shares trading under the symbol “SEAT” and warrants trading under the symbol “SEATW”. In connection with the consummation of the business combination, Vivid Seats Inc.: • Issued 118,200,000 shares of Class B common stock and 6,000,000 warrants at an exercise price of $0.001 per share to purchase Class B common stock to Hoya Topco in exchange for the outstanding shares of Hoya Intermediate, LLC; • Issued 29,431,260 shares of Class A common stock to former shareholders of Horizon, whereby $311,898 thousand in cash and cash equivalents of Horizon became available to Vivid Seats Inc. and was contributed to the Company; • Received $475,172 thousand in aggregate consideration from certain third-party investors, including Horizon Sponsor, LLC, in exchange for 47,517,173 shares of Class A common stock, pursuant to a private investment in public equity (“PIPE”). The PIPE proceeds include $250,172 thousand in cash and cash equivalents contributed by Horizon’s sponsor, Eldridge Industries, LLC, and its affiliates in connection with a backstop commitment to increase the PIPE subscription by an amount equal to the cash redemptions by former public shareholders of Horizon; • Used proceeds from the Horizon trust account and PIPE subscription and paid (i) $482,397 thousand towards the repayment of debt held by the Company, (ii) $236,005 thousand for the redemption of preferred units held in the Company, and (iii) $54,279 thousand for transaction fees incurred in connection with the business combination; • Issued to Horizon Sponsor, LLC (i) warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share, (ii) warrants to purchase 17,000,000 shares of Class A common stock at an exercise of $15.00 per share, and (iii) 50,000 shares of Class A common stock; and • Issued private warrants to purchase 6,519,791 shares of Class A common stock of Vivid Seats Inc., at an exercise price of $ 11.50 11.50 Following the business combination, the Company’s existing shareholders own a controlling interest in Vivid Seats Inc. through ownership of Class B common stock. The 2021 Employee Stock Purchase Plan and 2021 Incentive Award Plan were approved and adopted in order to facilitate the grant of cash and equity incentive awards to directors, employees and consultants of Vivid Seats Inc. These plans became effective on October 18, 2021 upon closing of the business combination. | 20. S UBSEQUENT VENTS The Company evaluated subsequent events for recognition or disclosure through May 27, 2021. On April 21, 2021, the Company and Hoya Topco, LLC, our parent, entered into a definitive transaction agreement with Horizon Acquisition Corporation (“Horizon”), a publicly traded special purpose acquisition company, and Horizon Sponsor, LLC, a Delaware limited liability company, to effect a merger of the Company and Horizon. The merger transaction is expected to close during the second half of 2021. The merger will be effectuated in the following principal steps: • Horizon will merge with and into Vivid Seats Inc., a Delaware corporation formed by the Company to facilitate the merger, upon which the separate corporate existence of Horizon will cease, and Vivid Seats Inc. will become the surviving corporation. • Certain third-party investors, including Horizon Sponsor, LLC, will purchase an aggregate of 22,500,000 shares of Class A common stock of Vivid Seats Inc., par value $0.0001 per share for an aggregate purchase price of $225,000 thousand, which is considered a private investment in public equity (“PIPE”). In the event cash proceeds from the merger transaction, which consist of the PIPE financing and the trust account held by Horizon, are less than $768,984 thousand, certain third-party investors will increase the PIPE financing by an amount equal to the shortfall. • The shareholders of Hoya Topco, LLC will exchange their interests in the Company for Class B common stock in Vivid Seats Inc., which will be accounted for as a reverse recapitalization. • Upon closing, the Company, Hoya Topco, LLC, and other designated parties expect to enter into a tax receivable agreement with Vivid Seats Inc. Under the terms of the expected agreement, Vivid Seats Inc. would be expected to pay Hoya Topco, LLC and other designated parties a portion of future income tax savings resulting from existing tax attributes related to the Company. Total expected cash proceeds from the merger transaction, which consist of marketable securities held in a trust account by Horizon and the PIPE, are $769,000 thousand. Following the transaction, Hoya Intermediate, LLC shareholders will own a controlling interest in Vivid Seats Inc. Upon consummation of the transaction, Vivid Seats Inc. will become a publicly traded corporation. The transaction is subject to the approval of the shareholders of Hoya Intermediate, LLC and Horizon. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates. Actual results could differ from those estimates. | |
Basis of Presentation | Basis of Presentation The balance sheets are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These condensed balance sheets should be read in conjunction with the audited balance sheet and related notes. The Condensed Balance Sheet at March 29, 2021 included herein was derived from the audited financial statements at that date, but does not include all disclosures including notes required by GAAP. Separate statements of income and comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity from March 29, 2021 to September 30, 2021. | |
Organization Costs | Organization costs Costs related to incorporation of the Company was paid by Hoya Intermediate and recorded as an expense of Hoya Intermediate after the business combination was completed. | |
Hoya Intermediate, LLC [Member] | ||
Use of Estimates | Use of Estimates | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents held in interest-bearing accounts may exceed the Federal Deposit Insurance Corporation insurance limits. To reduce credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents. However, balances could be impacted in the future if underlying financial institutions fail. As of December 31, 2019 and 2020, the Company has not experienced any loss or lack of access to its cash and cash equivalents. | |
Accounts Receivable and Credit Policies | Accounts Receivable and Credit Policies Due to the significant COVID-19 COVID-19 | |
Inventory | Inventory | |
Property and Equipment | Property and Equipment — Asset Class Useful Life Computer Equipment 5 years Purchased Software 3 years Furniture and Fixtures 7 years Leasehold improvements are amortized over the shorter of the term of the lease or the improvements’ estimated useful lives. | |
Personal Seat Licenses | Personal Seat Licenses Impairments | |
Long-Lived Assets Impairment Assessments | Long-Lived Assets Impairment Assessments require a long-lived asset or asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that long-lived asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount exceeds its fair value. During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. We recorded an impairment charge as a result of those assessments. Refer to Note 8, Impairments | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets non-compete We evaluate goodwill and our indefinite-lived intangible asset for impairment annually on October 31 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. We have the option to assess goodwill and our indefinite-lived intangible asset for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not more-likely-than-not The fair value of our definite-lived intangible assets is determined using both the market approach and income approach, utilizing Level 3 inputs. We review our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If circumstances require a definite-lived intangible asset or its asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that definite-lived intangible asset or asset group to its carrying amount. If the carrying amount of the definite-lived intangible asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives: Asset Class Useful Life Non-competition 3 years Supplier relationships 4 years Developed technology 3-5 years Customer relationships 3-5 The useful lives of definite-lived intangible assets are re-assessed During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our goodwill, indefinite-lived intangible asset, and definite-lived intangible assets for impairment, and we recorded an impairment charge as a result of those assessments. Refer to Note 8, Impairments | |
Business Combinations | Business Combinations Acquisition. | |
Internal-use Software | Internal-use internal-use | |
Accrued Customer Credits | Accrued Customer Credits | |
Accrued Future Customer Compensation | Accrued Future Customer Compensation | |
Taxes | Taxes The Company is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of the Company would be conducted at the Company level, and if the IRS determines an adjustment, the default rule is that the Company would pay an “imputed underpayment” including interest and penalties, if applicable. The Company may instead elect to make a “push-out” The Hoya Intermediate, LLC Agreement stipulates that, if the Company receives an imputed underpayment, each Unit holder shall promptly file an amended tax return and pay any tax and interest due. As of December 31, 2019 and 2020, there were no uncertain tax positions taken or expected to be taken that would require recognition of a liability in the consolidated financial statements. The Company is subject to routine audits by taxing jurisdictions. The periods subject to tax audits are 2017 through 2020. There are currently no audits for any tax periods in progress. | |
Debt | Debt | |
Derivatives | Derivatives — Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of the gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company formally evaluates, both at the inception of the hedge and quarterly, whether the derivative financial instrument is highly effective in offsetting changes in cash flows of the related underlying exposure. For derivatives that are designated as, and meet all the required criteria for, a cash flow hedge, the net interest payments are recorded in Interest expense — net in the Consolidated Statements of Operations and Comprehensive Loss and the remaining changes in the fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Consolidated Balance Sheets and reclassified into earnings as the underlying hedged item affects earnings. Derivative instruments are classified within Prepaid expenses and other current assets or Other liabilities in the Consolidated Balance Sheets depending on the nature of the balance at the end of the period. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1 Level 2 Level 3 | |
Equity-Based Compensation | Equity-Based Compensation Compensation–Stock Compensation Distinguishing Liabilities from Equity Equity-based compensation is measured at fair value on the grant date. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is the award’s vesting period, and an offsetting deemed contribution to equity to reflect these incentive units of our parent. Vesting of these awards is accelerated in the event of a change in control of Hoya Topco, LLC. The Company accounts for forfeitures as they occur. A market-based approach was used to determine the total equity value of our parent and allocate the resulting value between classes using an option pricing model to determine the grant date fair value of employee grants. The exercise prices used are based on various scenarios considering the waterfall payout structure of the units that exists at the Hoya Topco, LLC level. For liability-based compensation with service and performance conditions, the Company recognizes a liability for the fair value of the outstanding units only when the Company concludes it is probable that the performance condition will be achieved. As of December 31, 2019 and 2020, it is not probable the performance condition will be achieved. | |
Net Loss Per Unit Attributable to Common Unit holders | Net Loss Per Unit Attributable to Common Unit holders | |
Segment Reporting | Segment Reporting — | |
Revenue Recognition | Revenue Recognition Revenue from Contracts with Customers The Company reports revenue on a gross or net basis based on management’s assessment of the Company acting as a principal or agent in the transaction. The determination of the Company acting as a principal or an agent in a transaction is based on the evaluation of control over the ticket, including the right to sell the ticket, before it is transferred to the ticket buyer. Marketplace The Company acts as an intermediary between ticket sellers and ticket buyers in its secondary marketplace. Revenue primarily consists of service fees from ticketing operations and is reduced by incentives provided to ticket buyers. The Company has one primary performance obligation, facilitating the Marketplace transaction between the ticket seller and ticket buyer, which is satisfied at the time the order is confirmed. In this transaction, the Company acts as an agent as it does not control the ticket prior to it transferring to the ticket buyer. Revenue is recognized net of the amount due to the seller when the ticket seller confirms an order with the ticket buyer, at which point the seller is obligated to deliver the tickets to the buyer in accordance with the original marketplace listing. Payment from the buyer is due at the time of sale. The Company’s sales terms provide that the Company will compensate the buyer for the total amount of the purchase if an event is cancelled, the ticket is invalid, or if the ticket is delivered after the promised time. The Company has determined this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The revenue reversal is reflected within Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the buyer has yet to be compensated. The Company estimates the customer compensation liability, and corresponding charge against revenue, using the expected value method, which best predicts customer compensation for future cancellations. To the extent we estimate that a portion of the refund is recoverable from the ticket seller, we record the recovery as revenue to align with the net presentation of the original transaction. The timing of event cancellations and rescheduling of postponed events versus new sales transactions can result in customer compensation costs exceeding current period sales resulting in negative marketplace revenue for that period. The Company also earns referral commissions on purchases of third-party insurance services by ticket buyers at the time of sale of the associated ticket on the Marketplace platform. Referral commissions are recognized as revenue when the ticket buyer makes a purchase from the third-party merchant during customer checkout. Payment from the third-party provider is due to the Company net 30 from when invoiced. This revenue is included within all categories of Marketplace disaggregated revenue described in Note 3, Revenue Recognition. Resale The Company sells tickets it owns on secondary ticket marketplaces. The Resale business has one performance obligation, which is to transfer control of a live event ticket to a ticket buyer once an order has been confirmed. The Company acts as a principal in these transactions as it owns the ticket and therefore controls the ticket prior to transferring the ticket to the customer. Revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed in the secondary ticket marketplace. Payment from the marketplace is typically due upon delivery of the ticket or after the event has passed. Secondary marketplace terms and conditions require sellers to repay amounts received for events that are cancelled or tickets that are invalid or delivered after the promised time. The Company has determined that this obligation is a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The Company recognizes a liability for known and estimated cancellation charges within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The Company estimates the future customer compensation liability, and corresponding charge against revenue, using the expected value method. To the extent we estimate that a portion of the charge is recoverable from the event host, we record the estimated recovery asset to Prepaid expenses and other current assets. When the Company’s Resale business sells a ticket on its own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues. Deferred Revenue Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following year. The Company’s loyalty program allows customers to earn credits on certain purchases and then redeem those credits on future transactions. The credits earned in the program represent a material right to the customer and constitute an additional performance obligation of the Company. As such, the Company defers revenue based on expected future usage and recognizes the deferred revenue as credits are redeemed. Breakage income from credits that are not expected to be used is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used. Cash received for contingent events, such as postseason sporting events, is initially recorded as Deferred revenue in the Consolidated Balance Sheets and is recognized as revenue when the contingency is resolved. | |
Advertising Costs | Advertising Costs e-mail | |
Shipping and Handling | Shipping and Handling | |
Immaterial Correction of an Error in Prior Periods | Immaterial Correction of an Error in Prior Periods Accounting Changes and Error Corrections The Company has adjusted for these errors by revising its financial statements presented herein. The correction resulted in an increase to Cost of revenues of $2,669 thousand and $1,753 thousand for the years ended December 31, 2019 and 2020, respectively, with corresponding reductions to General and administrative expenses. The increase to Cost of revenues resulted in a decrease to Marketplace and Resale contribution margin of $2,324 thousand and $345 thousand, respectively, for the year ended December 31, 2019, and a decrease to Marketplace and Resale contribution margin of $1,468 thousand and $285 thousand, respectively, for the year ended December 31, 2020. Refer to Note 5, Segment Reporting | |
Recent Accounting Standards | Recent Accounting Pronouncements As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company is provided the option to adopt new or revised accounting guidance either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public | Recent Accounting Pronouncements As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company is provided the option to adopt new or revised accounting guidance either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public |
Cloud Computing Arrangements | Cloud Computing Arrangements 2018-15, Cloud Computing Arrangements accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use 2018-15 | |
Leases | Leases —In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) right-of-use 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, non-public 2016-02 right-of-use | Leases 2016-02, Leases (Topic 842) right-of-use 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, non-public 2016-02 |
Financial Instruments Credit Losses | Financial Instruments-Credit Losses —In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates non-public non-public | Financial Instruments-Credit Losses 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates non-public non-public |
Reference Rate Reform | Reference Rate Reform —In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting | Reference Rate Reform 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) - Hoya Intermediate, LLC [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Property and Equipment | Property and equipment are stated at cost, net of depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives: Asset Class Useful Life Computer Equipment 5 years Purchased Software 3 years Furniture and Fixtures 7 years |
Summary of the Lived Intangible Assets Amortized on a Straight-Line Basis | Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives: Asset Class Useful Life Non-competition 3 years Supplier relationships 4 years Developed technology 3-5 years Customer relationships 3-5 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsidiaries [Member] | ||
Summary of Disaggregation of Revenue | During the three and nine months ended September 30, 2020 and 2021, Marketplace revenues consisted of the following (in thousands): Three Months Ended Nine Months Ended 2020 2021 2020 2021 Marketplace revenues: Owned Properties $ (2,519 ) $ 96,169 $ 21,601 $ 198,900 Private Label (3,313 ) 24,296 1,510 48,206 Total Marketplace revenues $ (5,832 ) $ 120,465 $ 23,111 $ 247,106 During the three and nine months ended September 30, 2020 and 2021, Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended Nine Months Ended 2020 2021 2020 2021 Marketplace revenues: Concerts $ (3,455 ) $ 55,343 $ 20,769 $ 112,200 Sports (1,565 ) 53,485 (1,636 ) 115,628 Theater (828 ) 11,131 3,742 18,429 Other 16 506 236 849 Total Marketplace revenues $ (5,832 ) $ 120,465 $ 23,111 $ 247,106 | During 2019 and 2020, Marketplace revenues consisted of the following (in thousands): Years Ended 2019 2020 Marketplace revenues: Owned Properties $ 329,262 $ 24,188 Private Label 74,383 (907 ) Total Marketplace revenues $ 403,645 $ 23,281 When assessing the performance of the business, the Company’s CODM also reviews Marketplace revenues generated by event category. During 2019 and 2020, Marketplace revenues consisted of the following event categories (in thousands): Years Ended 2019 2020 Marketplace revenues: Concerts $ 187,753 $ 15,775 Sports 169,577 3,484 Theater 44,754 3,759 Other 1,561 263 Total Marketplace revenues $ 403,645 $ 23,281 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Segment Reporting [Line Items] | ||
Schedule of Segment Reporting Information For the Period | The following table represents our segment information for the three and nine months ended September 30, 2020 (in thousands): Three Months Ended Nine Months Ended September 30, 2020 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ (5,832 ) $ (1,250 ) $ (7,082 ) $ 23,111 $ 10,571 $ 33,682 Cost of revenues (exclusive of depreciation and amortization shown separately below) 949 (570 ) 379 12,497 9,813 22,310 Marketing and selling 1,511 — 1,511 35,092 — 35,092 Contribution margin $ (8,292 ) $ (680 ) (8,972 ) $ (24,478 ) $ 758 (23,720 ) General and administrative 12,854 53,452 Depreciation and amortization 80 48,057 Impairment charges — 573,838 Loss from operations (21,906 ) (699,067 ) Interest expense—net 18,310 41,076 Loss on extinguishment of debt — 685 Net loss $ (40,216 ) $ (740,828 ) The following table represents our segment information for the three and nine months ended September 30, 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 Marketplace Resale Consolidated Marketplace Resale Consolidated Revenues $ 120,465 $ 19,073 $ 139,538 $ 247,106 $ 32,044 $ 279,150 Cost of revenues (exclusive of depreciation and amortization shown separately below) 15,694 14,781 30,475 32,101 22,285 54,386 Marketing and selling 50,371 — 50,371 104,748 — 104,748 Contribution margin $ 54,400 $ 4,292 58,692 $ 110,257 $ 9,759 120,016 General and administrative 42,509 87,486 Depreciation and amortization 711 1,506 Income from operations 15,472 31,024 Interest expense - net 17,319 50,477 Net loss $ (1,847 ) $ (19,453 ) | The following table represents our segment information for the year ended December 31, 2019 (in thousands): Marketplace Resale Consolidated Revenues $ 403,645 $ 65,280 $ 468,925 Cost of revenues (exclusive of depreciation and amortization shown separately below) 52,857 53,146 106,003 Marketing and selling 178,446 — 178,446 Contribution margin $ 172,342 $ 12,134 184,476 General and administrative 101,335 Depreciation and amortization 93,078 Loss from operations (9,937 ) Interest expense — net 41,497 Loss on extinguishment of debt 2,414 Net loss $ (53,848 ) The following table represents our segment information for the year ended December 31, 2020 (in thousands): Marketplace Resale Consolidated Revenues $ 23,281 $ 11,796 $ 35,077 Cost of revenues (exclusive of depreciation and amortization shown separately below) 13,741 10,949 24,690 Marketing and selling 38,121 — 38,121 Contribution margin $ (28,581 ) $ 847 (27,734 ) General and administrative 66,199 Depreciation and amortization 48,247 Impairment charges 573,838 Loss from operations (716,018 ) Interest expense — net 57,482 Loss on extinguishment of debt 685 Net loss $ (774,185 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) - Hoya Intermediate, LLC | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ||
Summary of Definite Lived Intangible Assets | Definite-lived intangible assets consisted of the following at December 31, 2019 and 2020 (in thousands): December 31, 2019 December 31, 2020 Cost Accumulated Net Cost Accumulated Net Developed Technology $ 158,759 $ (75,458 ) $ 83,301 $ 2,622 $ (264 ) $ 2,358 Supplier Relationships 137,200 (84,612 ) 52,588 — — — Customer Relationships 71,300 (58,134 ) 13,166 — — — Non-compete 5,360 (4,467 ) 893 — — — Total definite-lived intangibles assets $ 372,619 $ (222,671 ) $ 149,948 $ 2,622 $ (264 ) $ 2,358 | |
Schedule of Goodwill and Intangible Assets | The net changes in the carrying amounts of the Company’s intangible assets and goodwill during the nine months ended September 30, 2020 were as follows (in thousands): Definite-lived Trademark Goodwill Balance at January 1, 2020 $ 149,948 $ 143,400 $ 1,060,428 Capitalized development costs 6,039 — — Impairment (107,365 ) (78,734 ) (377,101 ) Disposals (124 ) — — Amortization (47,178 ) — — Balance at September 30, 2020 $ 1,320 $ 64,666 $ 683,327 The net changes in the carrying amounts of the Company’s intangible assets and goodwill during the nine months ended September 30, 2021 were as follows (in thousands): Definite-lived Trademark Goodwill Balance at January 1, 2021 $ 2,358 $ 64,666 $ 683,327 Capitalized development costs 6,558 — — Amortization (1,480 ) — — Balance at September 30, 2021 $ 7,436 $ 64,666 $ 683,327 | The net changes in the carrying amounts of the Company’s intangible assets and goodwill were as follows (in thousands): Definite-lived Trademark Goodwill Balances at January 1, 2019 $ 224,777 $ 143,400 $ 1,039,184 Acquisition 9,700 — 21,244 Capitalized development costs 7,949 — — Disposals (983 ) — — Amortization (91,495 ) — — Balances at December 31, 2019 149,948 143,400 1,060,428 Capitalized development costs 7,264 — — Impairment (107,365 ) (78,734 ) (377,101 ) Disposals (124 ) — — Amortization (47,365 ) — — Balances at December 31, 2020 $ 2,358 $ 64,666 $ 683,327 |
Summary of Estimated Future Amortization Expense | The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2020 is as follows (in thousands): 2021 $ 872 2022 872 2023 614 Total $ 2,358 |
Impairments (Tables)
Impairments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Summary of Impairment Charges | The following summarizes the impairment charges recorded by the Company during the nine months ended September 30, 2020 (in thousands): Goodwill $ 377,101 Indefinite-lived trademark 78,734 Definite-lived intangible assets 107,365 Property and equipment 3,670 Personal seat licenses 6,968 Total impairment charges $ 573,838 | The following summarizes the impairment charges recorded by the Company during the second quarter of 2020 (in thousands): Goodwill $ 377,101 Indefinite lived trademark 78,734 Definite lived intangible assets 107,365 Property and equipment 3,670 Personal seat licenses 6,968 Total impairment charges $ 573,838 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Hoya Intermediate, LLC | |
Business Acquisition [Line Items] | |
Summary of Consideration Paid and Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the fair values of the assets acquired, and liabilities assumed (in thousands): Allocation of purchase price Cash and cash equivalents $ 3,130 Other current assets 776 Property and equipment 277 Intangible asset — developed technology 4,900 Intangible assets — other 4,800 Goodwill 21,244 Total assets acquired 35,127 Current liabilities assumed 879 Net assets acquired $ 34,248 |
Prepaid Expense And Other Cur_2
Prepaid Expense And Other Current Asset (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets at December 31, 2020 and September 30, 2021 consist of the following (in thousands): December 31, September 30, 2020 2021 Recovery of future customer compensation $ 75,257 $ 83,204 Insurance recovery asset 2,500 2,980 Capitalized transaction costs — 5,148 Prepaid expenses 2,309 5,428 Total prepaid expenses and other current assets $ 80,066 $ 96,760 | Prepaid expenses and other current assets at December 31, 2019 and 2020 consist of the following (in thousands): 2019 2020 Recovery of future customer compensation $ 6,662 $ 75,257 Insurance recovery asset — 2,500 Prepaid expenses 5,410 2,309 Total prepaid expenses and other current assets $ 12,072 $ 80,066 |
Accrued Expenses and other Cu_2
Accrued Expenses and other Current liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Payables And Accruals [Line Items] | ||
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2020 and September 30, 2021 consist of the following (in thousands): December 31, September 30, 2020 2021 Accrued marketing expense $ 1,086 $ 24,228 Accrued tax 16,913 52,582 Accrued customer credits 125,481 132,921 Accrued future customer compensation 94,061 100,230 Other 18,593 30,166 Total accrued expenses and other current liabilities $ 256,134 $ 340,127 | Accrued expenses and other current liabilities at December 31, 2019 and 2020 consist of the following (in thousands): 2019 2020 Marketing expense $ 12,044 $ 1,086 Accrued tax 10,194 16,913 Accrued customer credits — 125,481 Accrued future customer compensation 10,157 94,061 Other 27,613 18,593 Total accrued expenses and other current liabilities $ 60,008 $ 256,134 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Hoya Intermediate, LLC | ||
Summary of Effects of Hedge Accounting and Interest Rate Swaps | The following table presents the effects of hedge accounting on AOCL for the three and nine months ended September 30, 2020 for interest rate contracts designated as cash flow hedges (in thousands): Three Months Ended Nine Months Ended Interest Interest Total Interest Interest Total Beginning accumulated derivative loss in AOCL $ (2,248 ) $ (1,030 ) $ (3,278 ) $ (887 ) $ (1,030 ) $ (1,917 ) Amount of gain recognized in AOCL 2,248 — 2,248 887 — 887 Less: Amount of loss reclassified from AOCL to income — — — — — — Ending accumulated derivative loss in AOCL $ — $ (1,030 ) $ (1,030 ) $ — $ (1,030 ) $ (1,030 ) The following table presents the effects of hedge accounting on AOCL for the three and nine months ended September 30, 2021 for interest rate contracts designated as cash flow hedges (in thousands): Three Months Ended Nine Months Ended Beginning accumulated derivative loss in AOCL $ (309 ) $ (822 ) Amount of gain (loss) recognized in AOCL — — Less: Amount of loss reclassified from AOCL to income (309 ) (822 ) Ending accumulated derivative loss in AOCL $ — $ — | The following table presents the effects of hedge accounting on Accumulated other comprehensive loss for the year ended December 31, 2019 for interest rate contracts designated as cash flow hedges (in thousands): January 1, 2019 Amount of Loss Less: Amount of Loss December 31, 2019 Interest rate swaps $ 5,720 $ (6,607 ) $ — $ (887 ) Interest rate cap (412 ) (618 ) — (1,030 ) Total $ 5,308 $ (7,225 ) $ — $ (1,917 ) The following table presents the effects of hedge accounting on Accumulated other comprehensive loss for the year ended December 31, 2020 for interest rate contracts designated as cash flow hedges (in thousands): December 31, 2019 Amount of Loss Recognized in AOCL Less: Amount of Loss December 31, 2020 Interest rate swaps $ (887 ) $ 887 $ — $ — Interest rate cap (1,030 ) — (208 ) (822 ) Total $ (1,917 ) $ 887 $ (208 ) $ (822 ) |
Fair Value (Tables)
Fair Value (Tables) - Hoya Intermediate, LLC [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement | The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements: Significant Unobservable Inputs Range (Weighted Discount rate 12.5% - 13.5% (13.0%) Long-term growth rate 2.5% - 3.5% (3.0%) | The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements: Significant Unobservable Inputs Range (Weighted Average) Discount rate 12.5% - 13.5% (13.0%) Long-term growth rate 2.5% - 3.5% (3.0%) |
Changes in Significant Unobservable Inputs | The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands): Goodwill Trademark 50 basis point increase in discount rate $ (37,680 ) $ (3,935 ) 50 basis point decrease in long-term growth rate (21,344 ) (2,298 ) | The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands): Goodwill Trademark 50 basis point increase in discount rate $ (37,680 ) $ (3,935 ) 50 basis point decrease in long-term growth rate (21,344 ) (2,298 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Short-term Debt [Line Items] | |
Schedule Of Debt Instruments Disclosure | The Company’s outstanding debt at December 31, 2019 and 2020 is comprised of the following (in thousands): 2019 2020 June 2017 First Lien Loan $ 624,577 $ 618,721 May 2020 First Lien Loan — 275,678 Total long-term debt, gross 624,577 894,399 Less: unamortized debt issuance costs (12,132 ) (17,084 ) Total long-term debt, net of issuance costs 612,445 877,315 Less: current portion (5,856 ) (6,412 ) Total long-term debt, net $ 606,589 $ 870,903 |
Subsidiaries [Member] | |
Short-term Debt [Line Items] | |
Schedule Of Maturities Of Debt Instrument Carrying Amount | Future maturities of our outstanding debt, excluding interest, as of December 31, 2020 were as follows (in thousands): 2021 $ 6,412 2022 6,412 2023 6,412 2024 875,163 2025 — Total $ 894,399 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Hoya Intermediate, LLC [Member] | |
Loss Contingencies [Line Items] | |
Summary Of Our Future Minimum Cash Obligations | Our future minimum cash obligations as of December 31, 2020, were as follows (in thousands): 2021 2022 2023 2024 2025 There- Total Operating Leases $ 2,077 $ 1,990 $ 1,493 $ 1,523 $ 1,422 $ — $ 8,505 Purchase obligations 3,346 2,903 1,114 — — — 7,363 Total $ 5,423 $ 4,893 $ 2,607 $ 1,523 $ 1,422 $ — $ 15,868 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Hoya Intermediate, LLC [Member] | |
Schedule Of Property And Equipment, Net [Line Items] | |
Summary of property and equipment, net of accumulated depreciation | The following table summarizes our major classes of property and equipment, net of accumulated depreciation at December 31, 2019 (in thousands): Leasehold Improvements $ 3,721 Computer Equipment 1,901 Furniture and Fixtures 556 Purchased Software 47 Total property and equipment 6,225 Less: accumulated depreciation 2,209 Total property and equipment — net $ 4,016 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement, Activity [Table Text Block] | The following table summarizes the activity for the Hoya Topco, LLC Class B-1 Class B-1 Class D Units Class E Units Number of Weighted Number of Weighted Number Weighted Balances at January 1, 2019 — $ — 666,150 $ 15.65 500,765 $ 25.46 Units granted — — 218,000 15.50 — — Units repurchased — — (6,000 ) 15.28 — — Units forfeited — — (45,640 ) 15.42 — — Balances at December 31, 2019 — $ — 832,510 $ 15.63 500,765 $ 25.46 Units granted 905,000 2.32 1,755,000 0.89 — — Units repurchased — — (97,604 ) 15.95 — — Units forfeited (50,000 ) 2.32 (441,666 ) 7.81 — — Balances at December 31, 2020 855,000 $ 2.32 2,048,240 $ 4.67 500,765 $ 25.46 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following assumptions were used to calculate the fair value of our unit awards on the date of grant: Years Ended December 31, 2019 2020 Estimated volatility 44.0% - 47.0% 47.0% - 102.0% Expected term (years) 2.75 - 3.25 1.75 - 2.75 Risk-free rate 1.6% - 2.2% 0.1% - 1.6% Expected dividend yield 0% 0% |
Net Loss Per Unit (Tables)
Net Loss Per Unit (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsidiaries [Member] | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted net loss per unit attributable to common unitholders for the periods indicated (in thousands, except per unit amounts): Three Months Ended Nine Months Ended 2020 2021 2020 2021 Net loss $ (40,216 ) $ (1,847 ) $ (740,828 ) $ (19,453 ) Accretion of senior preferred units 2,392 2,558 14,714 16,201 Net loss attributable to common unitholders $ (42,608 ) $ (4,405 ) $ (755,542 ) $ (35,654 ) Weighted-average common units, basic and diluted 100 100 100 100 Net loss per unit attributable to common unitholders, basic and diluted $ (426,080 ) $ (44,050 ) $ (7,555,420 ) $ (356,540 ) | The following table sets forth the computation of basic and diluted net loss per unit attributable to common unitholders for the periods indicated (in thousands, except per unit amounts): Year ended December 31, 2019 2020 Net loss $ (53,848 ) $ (774,185 ) Accretion of senior preferred units 14,399 21,134 Net loss attributable to common unitholders $ (68,247 ) $ (795,319 ) Weighted-average common units, basic and diluted 100 100 Net loss per unit attributable to common unitholders, basic and diluted $ (682,472 ) $ (7,953,192 ) |
Background, Description of Bu_2
Background, Description of Business and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | Oct. 18, 2021 | Sep. 30, 2020 |
Subsequent Event [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Cash Acquired from Acquisition | $ 787,070 | |
Vivid Seats Inc | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Entity Incorporation, Date of Incorporation | Mar. 29, 2021 | |
Equity Method Investment, Ownership Percentage | 39.40% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Property and Equipment (Detail) - Hoya Intermediate, LLC [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 5 years |
Purchased Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies – Summary of the Lived Intangible Assets Amortized on a Straight-Line Basis (Detail) - Hoya Intermediate, LLC [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Non Competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets useful lives | 3 years | |
Supplier relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets useful lives | 4 years | |
Developed Technology Rights [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets useful lives | 5 years | 5 years |
Developed Technology Rights [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets useful lives | 3 years | 3 years |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets useful lives | 5 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets useful lives | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts receivable | $ 23,418 | ||
Accounts Receivable, Allowance for Credit Loss | 5,715 | ||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||
Increase Decrease in Cost of revenues | 1,753 | $ 2,669 | |
Resale contribution margin | 285 | 345 | |
Revision of Prior Period, Error Correction, Adjustment [Member] | Minimum [Member] | |||
Marketing Expense | $ 1,468 | 2,324 | |
Personal seat licenses [Member] | |||
Finite lived intangible assets useful life | 30 years | ||
Cost of Sales [Member] | |||
Inventory Write-down | $ 3,634 | $ 1,627 | |
Depreciation And Amortization Expense [Member] | |||
Amortization | $ 454 | 226 | |
General and Administrative Expense [Member] | |||
Income Tax Expense (Benefit) | 230 | 831 | |
Selling and Marketing Expense [Member] | |||
Advertising Expense | $ 37,524 | $ 175,926 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - Hoya Intermediate, LLC - Market Place Segment - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Total Marketplace revenues | $ 120,465 | $ (5,832) | $ 247,106 | $ 23,111 | $ 23,281 | $ 403,645 |
Concerts | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Marketplace revenues | 55,343 | (3,455) | 112,200 | 20,769 | 15,775 | 187,753 |
Sports | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Marketplace revenues | 53,485 | (1,565) | 115,628 | (1,636) | 3,484 | 169,577 |
Theater | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Marketplace revenues | 11,131 | (828) | 18,429 | 3,742 | 3,759 | 44,754 |
Other | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Marketplace revenues | 506 | 16 | 849 | 236 | 263 | 1,561 |
Owned properties | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Marketplace revenues | 96,169 | (2,519) | 198,900 | 21,601 | 24,188 | 329,262 |
Private Label | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total Marketplace revenues | $ 24,296 | $ (3,313) | $ 48,206 | $ 1,510 | $ (907) | $ 74,383 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - Hoya Intermediate, LLC $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Revenue From Contract With Customer [Line Items] | ||||||
Number of reporting segments | 2 | 2 | ||||
Deferred revenue | $ 20,523 | $ 20,523 | $ 5,956 | $ 5,932 | ||
Deferred Revenue, Revenue Recognized | 994 | $ 61 | 2,609 | $ 3,439 | ||
Resale Segment | ||||||
Revenue From Contract With Customer [Line Items] | ||||||
Revenue from contract with customer excluding assessed tax | $ 19,073 | $ (1,250) | $ 32,044 | $ 10,571 | $ 11,796 | $ 65,280 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information For the Period (Detail) - Hoya Intermediate, LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||||
Revenues | $ 139,538 | $ (7,082) | $ 279,150 | $ 33,682 | $ 35,077 | $ 468,925 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 30,475 | 379 | 54,386 | 22,310 | 24,690 | 106,003 | |
Marketing and selling | 50,371 | 1,511 | 104,748 | 35,092 | 38,121 | 178,446 | |
Contribution margin | 58,692 | (8,972) | 120,016 | (23,720) | (27,734) | 184,476 | |
General and administrative expenses | 42,509 | 12,854 | 87,486 | 53,452 | 66,199 | 101,335 | |
Depreciation and amortization | 711 | 80 | 1,506 | 48,057 | 48,247 | 93,078 | |
Impairment charges | $ 573,838 | 0 | 573,838 | 573,838 | 0 | ||
(Loss) income from operations | 15,472 | (21,906) | 31,024 | (699,067) | (716,018) | (9,937) | |
Interest expense — net | 17,319 | 18,310 | 50,477 | 41,076 | 57,482 | 41,497 | |
Loss on extinguishment of debt | 0 | 685 | 685 | 2,414 | |||
Net loss | (1,847) | (40,216) | (19,453) | (740,828) | (774,185) | (53,848) | |
Marketplace Segment [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 120,465 | (5,832) | 247,106 | 23,111 | 23,281 | 403,645 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 15,694 | 949 | 32,101 | 12,497 | 13,741 | 52,857 | |
Marketing and selling | 50,371 | 1,511 | 104,748 | 35,092 | 38,121 | 178,446 | |
Contribution margin | 54,400 | (8,292) | 110,257 | (24,478) | (28,581) | 172,342 | |
Resale Segment [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenues | 19,073 | (1,250) | 32,044 | 10,571 | 11,796 | 65,280 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 14,781 | (570) | 22,285 | 9,813 | 10,949 | 53,146 | |
Contribution margin | $ 4,292 | $ (680) | $ 9,759 | $ 758 | $ 847 | $ 12,134 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Definite Lived Intangible Assets (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 2,622 | $ 372,619 | |
Accumualted amortization | (264) | (222,671) | |
Net Carrying amount | 2,358 | 149,948 | |
Developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 2,622 | 158,759 | |
Accumualted amortization | $ 1,744 | (264) | (75,458) |
Net Carrying amount | $ 7,436 | $ 2,358 | 83,301 |
Supplier Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 137,200 | ||
Accumualted amortization | (84,612) | ||
Net Carrying amount | 52,588 | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 71,300 | ||
Accumualted amortization | (58,134) | ||
Net Carrying amount | 13,166 | ||
Non-compete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 5,360 | ||
Accumualted amortization | (4,467) | ||
Net Carrying amount | $ 893 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Capitalized development costs | $ 6,039 | ||||
Impairment | $ 78,734 | $ 563,200 | (107,365) | $ 563,200 | |
Balance | 1,320 | ||||
Definite Lived Intangible Assets [Member] | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Balance | 2,358 | 149,948 | 149,948 | $ 224,777 | |
Acquisition | 9,700 | ||||
Capitalized development costs | 6,558 | 7,264 | 7,949 | ||
Impairment | (107,365) | ||||
Disposals | (124) | (124) | (983) | ||
Amortization | (1,480) | (47,178) | (47,365) | (91,495) | |
Balance | 7,436 | 2,358 | 149,948 | ||
Trademarks | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Balance | 64,666 | 143,400 | 143,400 | 143,400 | |
Impairment | (78,734) | (78,734) | |||
Balance | 64,666 | 64,666 | 64,666 | 143,400 | |
Goodwill | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Balance | 683,327 | 1,060,428 | 1,060,428 | 1,039,184 | |
Acquisition | 21,244 | ||||
Impairment | (377,101) | (377,101) | |||
Balance | $ 683,327 | $ 683,327 | $ 683,327 | $ 1,060,428 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expense (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
2021 | $ 872 | |
2022 | 872 | |
2023 | 614 | |
Total | $ 2,358 | $ 149,948 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Finite lived intangible assets net carrying amount | $ 2,358 | $ 149,948 | |||
Accumualted amortization | (264) | (222,671) | |||
Impairment | $ 78,734 | $ 563,200 | $ (107,365) | 563,200 | |
Amortization of Intangible Assets | 47,365 | 91,495 | |||
Goodwill, Impairment Loss | $ 377,101 | 0 | |||
Developed Technology Rights [Member] | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Finite lived intangible assets net carrying amount | 7,436 | 2,358 | 83,301 | ||
Accumualted amortization | $ 1,744 | $ (264) | $ (75,458) | ||
Developed Technology Rights [Member] | Maximum [Member] | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Finite lived intangible assets useful life | 5 years | 5 years | |||
Developed Technology Rights [Member] | Minimum [Member] | |||||
Goodwill And Intangible Assets Disclosure [Line Items] | |||||
Finite lived intangible assets useful life | 3 years | 3 years |
Impairments - Additional Inform
Impairments - Additional Information (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tangible Asset Impairment Charges | $ 118,003 | ||||
Impairment of Intangible Assets, Finite-lived | $ 107,365 | $ 107,365 | |||
Percentage of royalty rate | 2.00% | ||||
Impairment of Intangible Assets, Indefinite-lived Excluding Goodwill | $ 78,734 | $ 563,200 | $ (107,365) | $ 563,200 | |
Goodwill, Impairment Loss | 377,101 | $ 0 | |||
Goodwill | $ 683,327 | $ 21,244 |
Impairments - Summary of Impair
Impairments - Summary of Impairment Charges (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | $ 377,101 | $ 683,327 | $ 377,101 | $ 683,327 | $ 1,060,428 |
Indefinite-Lived Trademarks | 78,734 | 78,734 | |||
Definite-lived intangible assets | 107,365 | 107,365 | |||
Property and equipment | 3,670 | 3,670 | |||
Personal seat licenses | 6,968 | 6,968 | |||
Total impairment charges | $ 573,838 | $ 0 | $ 573,838 | $ 573,838 | $ 0 |
Acquisition - Summary of Consid
Acquisition - Summary of Consideration Paid and Fair Values of the Assets Acquired and Liabilities Assumed (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 3,130 | |
Other current assets | 776 | |
Property and equipment | 277 | |
Goodwill | 21,244 | $ 683,327 |
Total assets acquired | 35,127 | |
Current liabilities assumed | 879 | |
Net assets acquired | 34,248 | |
Developed technology [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 4,900 | |
Other [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 4,800 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) $ in Thousands | Apr. 11, 2019USD ($) |
Hoya Intermediate, LLC [Member] | Fanxchange Limited [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred | $ 31,118 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Recovery of future customer compensation | $ 83,204 | $ 75,257 | $ 6,662 |
Insurance recovery asset | 2,980 | 2,500 | |
Capitalized transaction costs | 5,148 | ||
Prepaid expenses | 5,428 | 2,309 | 5,410 |
Total prepaid expenses and other current assets | $ 96,760 | $ 80,066 | $ 12,072 |
Prepaid Expense And Other Cur_3
Prepaid Expense And Other Current Asset - Additional Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Hoya Intermediate, LLC | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Increase in recovery of future customer compensation costs | $ 7,947 |
Accrued Expenses and other Cu_3
Accrued Expenses and other Current liabilities - Schedule Of Accrued Expenses and Other Current Liabilities (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Line Items] | |||
Accrued marketing expense | $ 24,228 | $ 1,086 | $ 12,044 |
Accrued tax | 52,582 | 16,913 | 10,194 |
Accrued customer credits | 132,921 | 125,481 | |
Accrued future customer compensation | 100,230 | 94,061 | 10,157 |
Other | 30,166 | 18,593 | 27,613 |
Total accrued expenses and other current liabilities | $ 340,127 | $ 256,134 | $ 60,008 |
Financial Instruments - Summary
Financial Instruments - Summary of Effects of Hedge Accounting and Interest Rate Swaps (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Beginning accumulated derivative loss in AOCL | $ (3,278) | $ (1,917) | $ (1,917) | $ 5,308 | ||
Amount of gain recognized in AOCL | 2,248 | 887 | 887 | (7,225) | ||
Less: Amount of loss reclassified from AOCL to income | (208) | |||||
Ending accumulated derivative loss in AOCL | (1,030) | (1,030) | (822) | (1,917) | ||
Interest Rate Swap [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Beginning accumulated derivative loss in AOCL | (2,248) | (887) | (887) | 5,720 | ||
Amount of gain recognized in AOCL | 2,248 | 887 | 887 | (6,607) | ||
Less: Amount of loss reclassified from AOCL to income | ||||||
Ending accumulated derivative loss in AOCL | (887) | |||||
Interest Rate Cap [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Beginning accumulated derivative loss in AOCL | $ (309) | (1,030) | $ (822) | (1,030) | (1,030) | (412) |
Amount of gain recognized in AOCL | 0 | (618) | ||||
Less: Amount of loss reclassified from AOCL to income | (309) | (822) | (208) | |||
Ending accumulated derivative loss in AOCL | $ (1,030) | $ (1,030) | $ (822) | $ (1,030) |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - Hoya Intermediate, LLC - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest expense – net | $ 17,319 | $ 18,310 | $ 50,477 | $ 41,076 | $ 57,482 | $ 41,497 |
Allowance for doubtful accounts | 5,715 | |||||
Covid19 [Member] | ||||||
Accounts receivable - net | 10,077 | 10,077 | 23,418 | |||
Allowance for doubtful accounts | $ 2,121 | $ 2,121 | 5,715 | |||
Interest Rate Swap [Member] | ||||||
Notional amount | $ 520,688 | $ 520,688 | ||||
Interest rate swap, fixed interest rate | 1.90% | 1.90% | ||||
Interest expense – net | $ 2,241 | $ 4,291 | 4,291 | 2,111 | ||
Interest Rate Swap [Member] | Interest Expense [Member] | ||||||
Interest expense – net | $ 887 | |||||
Interest Rate Cap [Member] | ||||||
Notional amount | $ 518,719 | |||||
Interest rate swap, fixed interest rate | 0.00% | 0.00% | 0.00% | 0.00% | ||
Interest expense – net | $ 309 | $ 822 | $ 208 | $ 822 | ||
Derivative asset, notional amount | $ 516,750 | $ 1,030 | $ 516,750 | $ 1,030 | $ 1,030 | |
strike rate | 3.50% | 3.50% | 3.50% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Hoya Intermediate, LLC - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | May 22, 2020 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Carrying amount | $ 260,000 | |||
Level 2 | Recurring | Interest Rate Swap [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative, Fair Value, Net | $ 887 | |||
Level 2 | Recurring | Interest Rate Cap [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative, Fair Value, Net | $ 0 | 0 | ||
Level 2 | June 2017 First Lien Loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value | $ 610,266 | 583,145 | 620,673 | |
Carrying amount | 606,204 | 609,080 | $ 612,445 | |
Level 2 | June 2017 First Lien Loan | Recurring | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Repayments of debt | 148,200 | |||
Level 2 | May 2020 First Lien Loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value | 319,850 | |||
Carrying amount | 268,235 | |||
Level 3 | May 2020 First Lien Loan | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value | 324,193 | 319,850 | ||
Carrying amount | $ 298,063 | $ 268,235 |
Fair Value - Significant Unobse
Fair Value - Significant Unobservable Inputs for Level 3 Fair Value Measurement (Details) - Hoya Intermediate, LLC - Level 3 - Nonrecurring | Sep. 30, 2021 | Dec. 31, 2020 |
Discount Rate | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-fiancial asset, significant unobervable input | 12.5 | 12.5 |
Discount Rate | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-fiancial asset, significant unobervable input | 13.5 | 13.5 |
Discount Rate | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-fiancial asset, significant unobervable input | (13) | (13) |
Long-term Growth Rate | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-fiancial asset, significant unobervable input | 2.5 | 2.5 |
Long-term Growth Rate | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-fiancial asset, significant unobervable input | 3.5 | 3.5 |
Long-term Growth Rate | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-fiancial asset, significant unobervable input | (3) | (3) |
Fair Value - Changes in Signifi
Fair Value - Changes in Significant Unobservable Inputs (Details) - Hoya Intermediate, LLC - Nonrecurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Discount Rate | Goodwill [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
50 basis point increase in discount rate | $ (37,680) | $ (37,680) |
Discount Rate | Trademarks [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
50 basis point increase in discount rate | (3,935) | (3,935) |
Long-term Growth Rate | Goodwill [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
50 basis point decrease in long-term growth rate | (21,344) | (21,344) |
Long-term Growth Rate | Trademarks [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
50 basis point decrease in long-term growth rate | $ (2,298) | $ (2,298) |
Debt - Summary Of Maturities Of
Debt - Summary Of Maturities Of Debt Instrument Carrying Amount (Detail) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||
2021 | $ 6,412 | |
2022 | 6,412 | |
2023 | 6,412 | |
2024 | 875,163 | |
2025 | 0 | |
Total | $ 894,399 | $ 624,577 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | May 22, 2020 | Mar. 17, 2020 | Dec. 31, 2019 | Jul. 02, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 28, 2019 | Jun. 30, 2017 |
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt instrument, collateral | All obligations under the June 2017 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of the assets of the Company | ||||||||||
Hoya Intermediate, LLC [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Gain loss on extinguishment of debt | $ 0 | $ (685) | $ (685) | $ (2,414) | |||||||
Proceeds from long term lines of credit | 50,000 | 50,000 | |||||||||
Debt instrument, unamortized discount | $ 6,500 | 6,500 | |||||||||
Debt issuance costs net | $ 1,979 | $ 1,979 | |||||||||
Debt instrument, covenant compliance | As of December 31, 2020, the Company was in compliance with all of its debt covenants related to the June 2017 First Lien Loan and May 2020 First Lien Loan. | ||||||||||
Long term debt, maturity date | Jun. 30, 2024 | Jun. 30, 2024 | Oct. 28, 2019 | ||||||||
Debt instrument, amortization payments, frequency | quarterly | ||||||||||
Debt instrument, amortization payments, percentage | 1.00% | ||||||||||
Percentage of excess cash flow subject to leverage ratio | 50.00% | ||||||||||
Debt instrument, Interest rate during period | 4.50% | 5.30% | |||||||||
Debt instrument maturity date range, end | May 22, 2026 | ||||||||||
Debt instrument, maturity date range, start | Jun. 30, 2024 | ||||||||||
Debt instrument, Amortization payments to be paid | $ 0 | $ 0 | |||||||||
Debt instrument, interest rate, effective percentage | 11.50% | 11.50% | |||||||||
Debt instrument, face amount | $ 260,000 | ||||||||||
Hoya Intermediate, LLC [Member] | May 2021 Lien Loan First Prepayment [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt instrument covenant description | The Company is subject to certain reporting and compliance-related covenants to remain in good standing under the June 2017 First Lien Loan and May 2020 First Lien Loan. These covenants, among other things, limit the ability of the Company to incur additional indebtedness, and in certain circumstances, create restrictions on the ability to enter into transactions with affiliates; create liens; merge or consolidate; and make certain payments. Non-compliance with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral. | ||||||||||
Hoya Intermediate, LLC [Member] | Period Ending Prior To May 22 2022 [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Long term debt, percentage bearing fixed interest, percentage rate | 11.50% | 11.50% | |||||||||
Hoya Intermediate, LLC [Member] | On And After May 22 2022 But Prior To May 22 2023 [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt instrument, Interest rate, stated percentage | 5.00% | 5.00% | |||||||||
Hoya Intermediate, LLC [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt Instrument, basis spread on variable rate | 5.00% | ||||||||||
Debt instrument, floor rate | 1.00% | ||||||||||
Hoya Intermediate, LLC [Member] | London Interbank Offered Rate (LIBOR) [Member] | May 2021 Lien Loan First Prepayment [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt Instrument, basis spread on variable rate | 9.50% | ||||||||||
Hoya Intermediate, LLC [Member] | Base Rate [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt instrument, floor rate | 2.00% | ||||||||||
Hoya Intermediate, LLC [Member] | Base Rate [Member] | May 2021 Lien Loan First Prepayment [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt Instrument, basis spread on variable rate | 8.50% | ||||||||||
Hoya Intermediate, LLC [Member] | Interest Expense [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Amortization of debt issuance costs and discounts | $ 3,655 | 2,860 | |||||||||
Hoya Intermediate, LLC [Member] | First Lien Loan Amended [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt instrument, Increase decrease in commited amount | $ 115,000 | ||||||||||
Hoya Intermediate, LLC [Member] | Revolving Credit Facility [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Gain loss on extinguishment of debt | 685 | ||||||||||
Proceeds from long term lines of credit | $ 50,000 | ||||||||||
Line of credit facility, expiration date | May 22, 2020 | ||||||||||
Line of credit facility, Periodic payment | $ 0 | ||||||||||
Hoya Intermediate, LLC [Member] | First Lien Debt Facility [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt instrument, face amount | $ 575,000 | ||||||||||
Hoya Intermediate, LLC [Member] | First Lien Debt Facility [Member] | Revolving Credit Facility [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Line of credit facility, maximum borrowing capacity | 50,000 | ||||||||||
Hoya Intermediate, LLC [Member] | Second Lien Credit Facility [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt instrument, face amount | 185,000 | ||||||||||
Hoya Intermediate, LLC [Member] | Occur Prior To May 22 2022 [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Extinguishment of debt, Prepayment penalty percentage | 6.00% | ||||||||||
Hoya Intermediate, LLC [Member] | On Or After May 22 2022 Prior To May 22 2023 [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Extinguishment of debt, Prepayment penalty percentage | 6.00% | ||||||||||
Hoya Intermediate, LLC [Member] | On Or After May 22 2022 Prior To May 22 2023 [Member] | Base Rate [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt Instrument, basis spread on variable rate | 4.00% | ||||||||||
Hoya Intermediate, LLC [Member] | Occur Prior To May 22 2023 [Member] | May 2021 Lien Loan First Prepayment [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Extinguishment of debt, Amount | $ 91,000 | ||||||||||
Extinguishment of debt, Prepayment penalty percentage | 3.00% | ||||||||||
Hoya Intermediate, LLC [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt Instrument, basis spread on variable rate | 3.50% | ||||||||||
Hoya Intermediate, LLC [Member] | Maximum [Member] | Base Rate [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt Instrument, basis spread on variable rate | 2.50% | ||||||||||
Hoya Intermediate, LLC [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt Instrument, basis spread on variable rate | 3.00% | ||||||||||
Hoya Intermediate, LLC [Member] | Minimum [Member] | Base Rate [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt Instrument, basis spread on variable rate | 2.00% | ||||||||||
Hoya Intermediate, LLC [Member] | Minimum [Member] | Occur Prior To May 22 2022 [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Extinguishment of debt, Amount | $ 91,000 | ||||||||||
Payment for debt extinguishment or debt prepayment cost | 91,000 | ||||||||||
Hoya Intermediate, LLC [Member] | Minimum [Member] | On Or After May 22 2022 Prior To May 22 2023 [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Extinguishment of debt, Amount | 91,000 | ||||||||||
Payment for debt extinguishment or debt prepayment cost | $ 91,000 | ||||||||||
Hoya Intermediate, LLC [Member] | June 2017 First Lien Loan [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Repayments of long term debt | $ 4,809 | $ 4,253 | $ 5,856 | 6,967 | |||||||
Hoya Intermediate, LLC [Member] | June 2017 First Lien Loan [Member] | First Lien Debt Facility [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Debt instrument, face amount | $ 525,000 | ||||||||||
Hoya Intermediate, LLC [Member] | June 2017 Second Lien Loan [Member] | |||||||||||
Debt instrument, Amortization payments, Frequency | |||||||||||
Payment for debt extinguishment or debt prepayment cost | 400 | ||||||||||
Repayments of long term debt | 40,000 | ||||||||||
Gain loss on extinguishment of debt | 2,414 | ||||||||||
Payments of debt issuance costs | $ 2,014 |
Debt - Summary Of Debt Instrume
Debt - Summary Of Debt Instruments Disclosure (Detail) - Subsidiaries [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 894,399 | $ 624,577 | |
Less: unamortized debt issuance costs | (17,084) | (12,132) | |
Total long-term debt, net of issuance costs | 877,315 | 612,445 | |
Less: current portion | $ (6,412) | (6,412) | (5,856) |
Total long-term debt, net | $ 897,855 | 870,903 | 606,589 |
June Two Thousand And Seventeen First Lien Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 618,721 | 624,577 | |
May Two Thousand And Twenty First Lien Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 275,678 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Summary Of Future Minimum Cash Obligations (Detail) - Subsidiaries [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2021 | $ 5,423 |
2022 | 4,893 |
2022 | 2,607 |
2024 | 1,523 |
2025 | 1,422 |
There- after | 0 |
Total | 15,868 |
Operating Leases Obligations [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2021 | 2,077 |
2022 | 1,990 |
2022 | 1,493 |
2024 | 1,523 |
2025 | 1,422 |
There- after | 0 |
Total | 8,505 |
Purchase Obligations [Member] | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | |
2021 | 3,346 |
2022 | 2,903 |
2022 | 1,114 |
2024 | 0 |
2025 | 0 |
There- after | 0 |
Total | $ 7,363 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 01, 2020 |
Accounts Payable and Accrued Liabilities [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Accrued Liabilities | $ 5,724 | $ 5,724 | $ 2,550 | |||||
Accounts Payable and Accrued Liabilities [Member] | Reduction in Taxes [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Gain Contingency, Unrecorded Amount | 51,380 | 51,380 | $ 16,818 | |||||
Prepaid Expenses and Other Current Assets [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assets Held by Insurance Regulators | 2,980 | 2,980 | 2,980 | |||||
Subsidiaries [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Due to Related Parties | 0 | |||||||
Operating leases rent expense net | 2,815 | $ 2,749 | ||||||
Payments for settlement | $ 277 | |||||||
Sales Tax Expense | 21,574 | $ 488 | 34,561 | $ 4,959 | ||||
Recorded An Adjustment To The Liability | 8,368 | |||||||
Subsidiaries [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Other Liabilities | $ 1,083 | $ 1,083 | 1,083 | 1,360 | ||||
Accrued Liabilities | 2,550 | |||||||
Subsidiaries [Member] | Accounts Payable and Accrued Liabilities [Member] | Reduction in Taxes [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Gain Contingency, Unrecorded Amount | 16,818 | $ 9,988 | ||||||
Subsidiaries [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Assets Held by Insurance Regulators | $ 2,500 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans and Administrative Support Agreement (Details) - Vivid Cheers [Member] - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related Party Transaction, Amounts of Transaction | $ 886 | $ 1,843 | |
Due to Related Parties, Current | $ 714 | $ 714 | $ 450 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined contribution plan, cost | $ 887 | $ 1,147 |
Defined contribution plan, employer discretionary contribution amount | $ 0 | $ 0 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Asset Impairment Charges | $ 573,838 | $ 0 | $ 573,838 | $ 573,838 | $ 0 |
Impairment, Long-Lived Asset, Held-for-Use | $ 3,670 | $ 3,670 | |||
Depreciation And Amortization Expense [Member] | |||||
Depreciation | 643 | 1,095 | |||
Asset Impairment Charges | $ 0 | ||||
Impairment, Long-Lived Asset, Held-for-Use | $ 3,670 |
Property and Equipment - Summar
Property and Equipment - Summary of property and equipment, net of accumulated depreciation (Detail) - Hoya Intermediate, LLC [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Property And Equipment, Net [Line Items] | |||
Property, Plant and Equipment, Gross | $ 6,225 | ||
Less: accumulated depreciation | 2,209 | ||
Total property and equipment — net | $ 664 | $ 0 | 4,016 |
Leasehold Improvements [Member] | |||
Schedule Of Property And Equipment, Net [Line Items] | |||
Property, Plant and Equipment, Gross | 3,721 | ||
Computer Equipment [Member] | |||
Schedule Of Property And Equipment, Net [Line Items] | |||
Property, Plant and Equipment, Gross | 1,901 | ||
Furniture and Fixtures [Member] | |||
Schedule Of Property And Equipment, Net [Line Items] | |||
Property, Plant and Equipment, Gross | 556 | ||
Purchased Software [Member] | |||
Schedule Of Property And Equipment, Net [Line Items] | |||
Property, Plant and Equipment, Gross | $ 47 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of unit awards (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Subsidiaries [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 102.00% | 47.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 days 18 hours | 3 days 6 hours |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.60% | 2.20% |
Subsidiaries [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 47.00% | 44.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 day 18 hours | 2 days 18 hours |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.10% | 1.60% |
Equity-Based Compensation - sum
Equity-Based Compensation - summary of Share Based Compensation Activity (Details) - Subsidiaries [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Class B One Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 855,000 | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 2.32 | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 905,000 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.32 | $ 0 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period | 0 | 0 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period Weighted Average Grant Date Fair Value | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (50,000) | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 2.32 | $ 0 | |
Class D Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,048,240 | 832,510 | 666,150 |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 15.58 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,755,000 | 218,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.89 | $ 15.50 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period | (97,604) | (6,000) | |
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period Weighted Average Grant Date Fair Value | $ 15.95 | $ 15.28 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (441,666) | (45,640) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 7.81 | $ 15.42 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Grant Date Fair Value | $ 4.67 | $ 15.63 | $ 15.65 |
Class E Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 500,765 | 500,765 | 500,765 |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 25.46 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period | 0 | 0 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Repurchased In Period Weighted Average Grant Date Fair Value | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Grant Date Fair Value | $ 25.46 | $ 25.46 | $ 25.46 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Class B One Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units vested | $ 2.32 | ||
Units vested Weighted average grant date fair value | 2.32 | ||
Class D Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units vested | 3.24 | ||
Units vested Weighted average grant date fair value | 3.24 | ||
Class E Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units vested | 25.46 | ||
Units vested Weighted average grant date fair value | $ 25.46 | ||
Hoya Intermediate, LLC | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 0 | $ 0 | |
Hoya Intermediate, LLC | Incentive Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award Vesting Rights, Percentage per year | 20.00% | ||
Award Vesting Period | 5 years | ||
Share-based Payment Arrangement, Expense | $ 4,287 | 5,174 | |
Units vested | $ 15.58 | ||
Amount of cost to be recognized for nonvested award under share-based payment arrangement | $ 13,992 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 4 years | ||
Units vested Weighted average grant date fair value | $ 15.58 | ||
Hoya Intermediate, LLC | Class B One Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units repurchased | 0 | 0 | |
Units vested | $ 0 | ||
Units unvested | 855,000 | ||
Units exercisable number | 950,000 | ||
Units vested Weighted average grant date fair value | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 2.32 | $ 0 | $ 0 |
Hoya Intermediate, LLC | Class D Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units repurchased | 97,604 | 6,000 | |
Distribution Made to Limited Liability Company (LLC) Member, Unit Distribution | 7,604 | 6,000 | |
Payments of Distributions to parent | $ 120 | $ 8,095 | |
Units vested | $ 15.78 | ||
Units vested | 236,736,000 | 204,164,000 | |
Units unvested | 1,811,504 | 628,346 | |
Units exercisable number | 2,495,240 | 1,000,000 | |
Units vested Weighted average grant date fair value | $ 15.78 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 15.58 | ||
Hoya Intermediate, LLC | Class E Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units repurchased | 0 | 0 | |
Units vested | $ 25.46 | $ 25.46 | |
Units vested | 200,306,000 | 100,153,000 | |
Units unvested | 300,459 | 400,612 | |
Units exercisable number | 500,765 | 500,765 | |
Units vested Weighted average grant date fair value | $ 25.46 | $ 25.46 | |
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 25.46 |
Members' Equity (Deficit) And_2
Members' Equity (Deficit) And Redeemable Preferred Units - Additional Information (Detail) - Subsidiaries [Member] - Redeemable Senior Preferred Units [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)Day | |
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items] | |
Limited Liability Company LLC Preferred Unit Annual Yield Percentage | 12.50% |
Limited Liability Company LLC Preferred Unit Annual Yield Percentage Increase By Basis Points | Day | 100 |
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid | $ | $ 0 |
After June Thirty Two Thousand and Twenty One [Member] | |
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items] | |
Limited Liability Company LLC Redeemable Preferred Unit Percentage of Redemption Premium | 0.00% |
Between July First Two Thousand and Twenty to June Thirty Two Thousand and Twenty One [Member] | |
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items] | |
Limited Liability Company LLC Redeemable Preferred Unit Percentage of Redemption Premium | 2.00% |
Between July First Two Thousand and Nineteen to June Thirty Two Thousand and Twenty [Member] | |
Limited Liability Company LLC Members Equity and Redeemable Preferred Units [Line Items] | |
Limited Liability Company LLC Redeemable Preferred Unit Percentage of Redemption Premium | 4.00% |
Prepaid Expense And Other Cur_4
Prepaid Expense And Other Current Liabilities - Schedule Of Accrued Expenses and Other Current Liabilities (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Hoya Intermediate, LLC | |
Payables And Accruals [Line Items] | |
Customer credits redeemed amount | $ 40,274 |
Net Loss Per Unit - Schedule of
Net Loss Per Unit - Schedule of Earnings Per Share, Basic and Diluted (Detail) - Subsidiaries [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (1,847) | $ (40,216) | $ (19,453) | $ (740,828) | $ (774,185) | $ (53,848) |
Accretion of senior preferred units | 2,558 | 2,392 | 16,201 | 14,714 | 21,134 | 14,399 |
Net loss attributable to Common Unit holders | $ (4,405) | $ (42,608) | $ (35,654) | $ (755,542) | $ (795,319) | $ (68,247) |
Weighted-average Common Units, basic and diluted | 100 | 100 | 100 | 100 | 100 | 100 |
Net loss per unit attributable to Common Unit holders, basic and diluted | $ (44,050) | $ (426,080) | $ (356,540) | $ (7,555,420) | $ (7,953,192) | $ (682,472) |
Net Loss Per Unit - Additional
Net Loss Per Unit - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020shares | |
Subsidiaries [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 |
Stockholder's equity - Addition
Stockholder's equity - Additional Information (Detail) - USD ($) | Mar. 29, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Common stock par or stated value per share | $ 0.01 | ||
Common Stock Shares Authorized | 1,000 | ||
Vivid Seats Inc | |||
Common stock par or stated value per share | $ 0.01 | ||
Common Stock Shares Authorized | 1,000 | ||
Stock issued during period, shares | 100 | ||
Stock issued during period, values | $ 10 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 18, 2021 | Apr. 21, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Merger Transaction fees | $ 54,279 | |||||
Subsequent Event [Member] | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period, shares | 29,431,260 | |||||
Warrant exercise price per share | $ 15 | |||||
Special dividend paid | $ 17,698 | |||||
Special dividend per share | $ 0.23 | |||||
Dividend Paid Date | Nov. 2, 2021 | |||||
Subsequent Event [Member] | Common Class A [Member] | Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period, shares | 18,132,778 | |||||
Stock value issued for exercise of warrants | 6,519,791 | |||||
Warrant exercise price per share | $ 11.50 | |||||
Subsequent Event [Member] | Common Class B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period, shares | 118,200,000 | |||||
Subsequent Event [Member] | Common Class B [Member] | Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock value issued for exercise of warrants | 6,000,000 | |||||
Warrant exercise price per share | $ 0.001 | |||||
Horizon Sponsor LLC | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Cash and cash equivalents | $ 311,898 | |||||
Stock issued during period, values | $ 475,172 | |||||
Horizon Sponsor LLC | Subsequent Event [Member] | Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period, shares | 5,166,666 | |||||
Stock value issued for exercise of warrants | 17,000,000 | |||||
Horizon Sponsor LLC | Subsequent Event [Member] | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock issued during period, shares | 50,000 | |||||
Warrant exercise price per share | $ 10 | |||||
Horizon Sponsor LLC | Subsequent Event [Member] | Common Class A [Member] | Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock value issued for exercise of warrants | 17,000,000 | |||||
Warrant exercise price per share | $ 11.50 | |||||
Horizon Sponsor LLC | Subsequent Event [Member] | Private Investment In Public Equity [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Cash and cash equivalents | $ 250,172 | |||||
Horizon Sponsor LLC | Subsequent Event [Member] | Private Investment In Public Equity [Member] | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 47,517,173 | |||||
Hoya Intermediate, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Cash and cash equivalents | $ 488,467 | $ 285,337 | $ 81,289 | |||
Hoya Intermediate, LLC | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repayments of debt | $ 482,397 | |||||
Redemption of preferred units | $ 236,005 | |||||
Outstanding equity interests | 39.40% | |||||
Hoya Intermediate, LLC | Subsequent Event [Member] | Merger with Horizon Acquisition Corporation [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Minimum Threshold Proceeds from Merger Transaction | $ 768,984 | |||||
Proceeds from Merger Transaction | $ 769,000 | |||||
Hoya Intermediate, LLC | Subsequent Event [Member] | Merger with Horizon Acquisition Corporation [Member] | PIPE Investors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Shares Subscribed but Unissued | 22,500,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||
Common Stock, Value, Subscriptions | $ 225,000 |