Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2023 | |
Document Information [Line Items] | |
Document Type | POS AM |
Entity Registrant Name | Vivid Seats Inc. |
Entity Central Index Key | 0001856031 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Amendment Flag | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-3355184 |
Entity Address, Address Line One | 24 E. Washington Street |
Entity Address, Address Line Two | Suite 900 |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60602 |
City Area Code | 312 |
Local Phone Number | 291-9966 |
Entity Ex Transition Period | false |
Entity Primary SIC Number | 7990 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 24 E. Washington Street |
Entity Address, Address Line Two | Suite 900 |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60602 |
City Area Code | 312 |
Local Phone Number | 291-9966 |
Contact Personnel Name | Stanley Chia |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 303,319 | $ 251,542 | $ 489,530 |
Restricted cash | 675 | 748 | 280 |
Accounts receivable - net | 46,531 | 36,531 | 36,124 |
Inventory - net | 24,153 | 12,783 | 11,773 |
Prepaid expenses and other current assets | 33,329 | 29,912 | 72,504 |
Total current assets | 408,007 | 331,516 | 610,211 |
Property and equipment - net | 10,308 | 10,431 | 1,082 |
Right-of-use assets - net | 7,710 | 7,859 | 0 |
Intangible assets - net | 81,800 | 81,976 | 78,511 |
Goodwill | 715,258 | 715,258 | 718,204 |
Other non-current assets | 4,432 | 4,391 | 787 |
Total Assets | 1,227,515 | 1,151,431 | 1,408,795 |
Current liabilities: | |||
Accounts payable | 218,138 | 161,312 | 191,201 |
Accrued expenses and other current liabilities | 183,765 | 181,970 | 281,156 |
Deferred revenue | 25,920 | 31,983 | 25,139 |
Current maturities of long-term debt | 2,750 | 2,750 | 0 |
Total current liabilities | 430,573 | 378,015 | 497,496 |
Long-term debt - net | 264,384 | 264,898 | 460,132 |
Long-term lease liabilities | 14,850 | 14,911 | 0 |
Other liabilities | 13,118 | 13,445 | 25,834 |
Total long-term liabilities | 292,352 | 293,254 | 485,966 |
Commitments and contingencies (Note 17) | |||
Redeemable noncontrolling interests | 901,866 | 862,860 | 1,286,016 |
Shareholders' deficit | |||
Additional paid-in capital | 644,759 | 663,908 | 182,091 |
Treasury stock, at cost, 5,291,497 and 4,342,477 shares at March 31, 2023 and December 31, 2022, respectively | (40,106) | (32,494) | 0 |
Accumulated deficit | (1,001,950) | (1,014,132) | (1,042,794) |
Total Shareholders' deficit | (397,276) | (382,698) | (860,683) |
Total liabilities, Redeemable noncontrolling interests, and Shareholders' deficit | 1,227,515 | 1,151,431 | 1,408,795 |
Class A Common Stock | |||
Shareholders' deficit | |||
Common Stock | 9 | 8 | 8 |
Class B Common Stock | |||
Shareholders' deficit | |||
Common Stock | $ 12 | $ 12 | $ 12 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Treasury stock, shares | 5,291,497 | 4,342,477 | 0 |
Common Class A [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 82,902,276 | 82,410,774 | 79,091,871 |
Common stock, shares outstanding | 82,902,276 | 82,410,774 | 79,091,871 |
Common Class B [Member] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 118,200,000 | 118,200,000 | 118,200,000 |
Common stock, shares outstanding | 118,200,000 | 118,200,000 | 118,200,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Costs and expenses: | |||||
Depreciation and amortization | $ 2,598 | $ 1,385 | $ 7,732 | $ 2,322 | $ 48,247 |
Change in fair value of contingent consideration | 34 | 0 | (2,065) | 0 | 0 |
Impairment charges | 0 | 0 | 573,838 | ||
Other (income) expense: | |||||
Loss on extinguishment of debt | 0 | (4,285) | (4,285) | (35,828) | (685) |
Total (loss) income before income taxes | 69,189 | (18,825) | (774,185) | ||
Income tax expense | (1,590) | 304 | |||
Net income | 30,272 | 3,138 | |||
Net income attributable to Class A Common Stockholders | 12,182 | 1,259 | 70,794 | (774,185) | |
Hoya Intermediate, LLC | |||||
Revenues | 161,063 | 130,772 | 600,274 | 443,038 | 35,077 |
Costs and expenses: | |||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 37,760 | 32,164 | 140,508 | 90,617 | 24,690 |
Marketing and selling | 54,772 | 54,228 | 248,375 | 181,358 | 38,121 |
General and administrative | 32,389 | 29,275 | 127,619 | 92,170 | 66,199 |
Depreciation and amortization | 2,598 | 1,385 | 7,732 | 2,322 | 48,247 |
Change in fair value of contingent consideration | 34 | 0 | (2,065) | 0 | 0 |
Income from operations | 33,510 | 13,720 | 78,105 | 76,571 | (716,018) |
Impairment charges | 0 | 0 | 573,838 | ||
Other (income) expense: | |||||
Interest expense – net | 3,280 | 3,942 | 12,858 | 58,179 | 57,482 |
Loss on extinguishment of debt | 0 | 4,285 | 4,285 | 35,828 | 685 |
Other (income) expense | (327) | (2,279) | (8,227) | 1,389 | 0 |
Total (loss) income before income taxes | 30,557 | 3,214 | 69,189 | (18,825) | (774,185) |
Income tax expense | 285 | 76 | (1,590) | 304 | 0 |
Net income | 30,272 | 3,138 | 70,779 | (19,129) | (774,185) |
Net income loss attributable to Controlled Subsidiary Accounted for as Acquirer Prior to Reverse Recapitalization | 0 | (12,836) | (774,185) | ||
Net income attributable to redeemable noncontrolling interests | 18,090 | 1,879 | 42,117 | (3,010) | 0 |
Net income attributable to Class A Common Stockholders | $ 12,182 | $ 1,259 | $ 28,662 | $ (3,283) | $ 0 |
Income per Class A Common Stock | |||||
Basic | $ 0.16 | $ 0.02 | $ 0.36 | $ (0.04) | |
Diluted | $ 0.15 | $ 0.02 | $ 0.36 | $ (0.04) | |
Weighted average Class A Common Stock outstanding | |||||
Basic | 77,410,820 | 79,151,929 | 80,257,247 | 77,498,775 | |
Diluted | 195,823,982 | 198,414,147 | 198,744,381 | 77,498,775 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Income (loss) | $ 30,272 | $ 3,138 | |||
Other comprehensive income: | |||||
Comprehensive income, net of taxes | 30,272 | 3,138 | |||
Comprehensive income attributable to redeemable noncontrolling interests | 18,090 | 1,879 | |||
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization | $ (12,836) | ||||
Comprehensive income attributable to Class A Common Stockholders | 12,182 | 1,259 | |||
Hoya Intermediate, LLC | |||||
Net Income (loss) | $ 30,272 | $ 3,138 | $ 70,779 | (19,129) | $ (774,185) |
Other comprehensive income: | |||||
Comprehensive income, net of taxes | 70,779 | (18,307) | (773,090) | ||
Comprehensive income attributable to redeemable noncontrolling interests | 42,117 | (3,010) | 0 | ||
Unrealized gain on derivative instruments | 0 | 822 | 1,095 | ||
Comprehensive loss attributable to Hoya Intermediate, LLC shareholders prior to reverse recapitalization | 0 | (12,836) | (773,090) | ||
Comprehensive income attributable to Class A Common Stockholders | $ 28,662 | $ (2,461) | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Deficit - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balances | $ (382,698) | $ (860,683) | $ (860,683) | $ (271,781) | $ 518,276 | |
Net income | $ (5,024) | 12,182 | 1,259 | $ 70,794 | (774,185) | |
Issuance of shares, shares | 14,621 | |||||
Issuance of commont stock, net of costs | 1 | |||||
Equity-based compensation | 4,615 | 2,443 | 1,624 | |||
Unrealized gain (loss) on derivative instruments | 887 | |||||
Deemed contribution from former parent | 391 | 463 | $ 1,824 | 4,287 | ||
Change in fair value of warrants | 1,269 | |||||
Repurchases of common stock | (7,612) | (32,494) | ||||
Accretion of senior preferred units | (21,134) | |||||
Reclassification of contingent consideration | 2,657 | |||||
Subsequent remeasurement of Redeemable noncontrolling interests | (24,155) | (18,706) | 462,715 | (1,203,714) | ||
Balances | (860,683) | (397,276) | (875,224) | (382,698) | (860,683) | (271,781) |
Loss reclassified from accumulated other comprehensive loss to earnings | 208 | |||||
Distributions to former parent | (120) | |||||
Net loss Prior to Reverse Recapitalization | (12,836) | |||||
Loss Reclassified From Accumulated Other Comprehensive Loss to Earnings Prior to Reverse Recapitalization | 822 | |||||
Deemed contribution from former parent prior to reverse recapitalization | 3,692 | |||||
Accretion of Senior Preferred Units Prior to Reverse Recapitalization | (17,738) | |||||
Reverse Recapitalization, Net | 637,361 | |||||
Net Income (loss) After Reverse Recapitalization | (3,283) | |||||
Deemed contribution from parent after reverse recapitalization | 293 | |||||
Issuance of shares related to acquisition | 21,306 | |||||
Dividends paid to Class A Common Shareholders | (17,698) | |||||
Hoya Intermediate, LLC | ||||||
Net income | 12,182 | 1,259 | 28,662 | (3,283) | 0 | |
Net income attributable to redeemable noncontrolling interests | $ 18,090 | 1,879 | 42,117 | (3,010) | 0 | |
Net loss Prior to Reverse Recapitalization | 0 | $ (12,836) | $ (773,090) | |||
Senior Preferred Units | ||||||
Temporary equity, Balances, shares | 100 | 100 | ||||
Temporary equity, Balances | $ 1,286,016 | $ 1,286,016 | $ 218,288 | $ 197,154 | ||
Temporary equity, Accretion of senior preferred units | $ 21,134 | |||||
Temporary equity, Balances, shares | 100 | |||||
Temporary equity, Balances | $ 1,286,016 | 1,286,016 | $ 218,288 | |||
Temporary Accretion of Senior Preferred Units Prior to Reverse Recapitalization | $ 17,738 | |||||
Temporary Equity Reverse Recapitalization, Net - Shares | (100) | |||||
Temporary Equity Reverse Recapitalization, Net | $ (236,026) | |||||
Redeemable Preferred Units | ||||||
Temporary equity, Balances, shares | 100 | 100 | ||||
Temporary equity, Balances | $ 9,939 | $ 9,939 | ||||
Temporary equity, Balances, shares | 100 | |||||
Temporary equity, Balances | $ 9,939 | |||||
Temporary Equity Reverse Recapitalization, Net - Shares | (100) | |||||
Temporary Equity Reverse Recapitalization, Net | $ (9,939) | |||||
Class A Common Stock | ||||||
Balances, shares | 82,410,774 | 79,091,871 | 79,091,871 | |||
Balances, shares | 79,091,871 | 82,902,276 | 82,410,774 | 79,091,871 | ||
Class B Common Stock | ||||||
Balances, shares | 118,200,000 | 118,200,000 | 118,200,000 | |||
Balances, shares | 118,200,000 | 118,200,000 | 118,200,000 | 118,200,000 | ||
Common Stock | ||||||
Balances, shares | 100 | 100 | ||||
Balances, shares | 100 | |||||
Reverse Recapitalization, Net - Shares | (100) | |||||
Common Stock | Class A Common Stock | ||||||
Balances, shares | 82,410,774 | 79,091,871 | 79,091,871 | |||
Balances | $ 8 | $ 8 | $ 8 | |||
Issuance of shares, shares | 491,502 | 75,072 | 591,118 | |||
Issuance of commont stock, net of costs | $ 1 | |||||
Increase in common shares outstanding following warrant exchange | 2,727,785 | |||||
Balances, shares | 79,091,871 | 82,902,276 | 79,166,943 | 82,410,774 | 79,091,871 | |
Balances | $ 8 | $ 9 | $ 8 | $ 8 | $ 8 | |
Reverse Recapitalization, Net - Shares | 76,948,433 | |||||
Reverse Recapitalization, Net | $ 8 | |||||
Issuance of shares related to acquisition, Shares | 2,143,438 | |||||
Common Stock | Class B Common Stock | ||||||
Balances, shares | 118,200,000 | 118,200,000 | 118,200,000 | |||
Balances | $ 12 | $ 12 | $ 12 | |||
Balances, shares | 118,200,000 | 118,200,000 | 118,200,000 | 118,200,000 | 118,200,000 | |
Balances | $ 12 | $ 12 | $ 12 | $ 12 | $ 12 | |
Reverse Recapitalization, Net - Shares | 118,200,000 | |||||
Reverse Recapitalization, Net | $ 12 | |||||
Additional Paid-in Capital | ||||||
Balances | 663,908 | 182,091 | $ 182,091 | 755,716 | $ 772,683 | |
Issuance of shares, shares | 14,621 | |||||
Equity-based compensation | 4,615 | 2,443 | 1,624 | |||
Deemed contribution from former parent | 391 | 463 | $ 1,824 | 4,287 | ||
Change in fair value of warrants | 1,269 | |||||
Accretion of senior preferred units | (21,134) | |||||
Reclassification of contingent consideration | 2,657 | |||||
Subsequent remeasurement of Redeemable noncontrolling interests | (24,155) | (18,706) | 462,715 | (1,203,714) | ||
Balances | 182,091 | $ 644,759 | 166,291 | 663,908 | 182,091 | 755,716 |
Distributions to former parent | (120) | |||||
Deemed contribution from former parent prior to reverse recapitalization | 3,692 | |||||
Accretion of Senior Preferred Units Prior to Reverse Recapitalization | (17,738) | |||||
Reverse Recapitalization, Net | 637,341 | |||||
Deemed contribution from parent after reverse recapitalization | 293 | |||||
Issuance of shares related to acquisition | 21,306 | |||||
Dividends paid to Class A Common Shareholders | (17,698) | |||||
Treasury Stock | ||||||
Balances, shares | (4,342,477) | |||||
Balances | $ (32,494) | |||||
Repurchases of common stock | $ (7,612) | $ (32,494) | ||||
Repurchases of common stock Share | $ (949,020) | $ (4,342,477) | ||||
Balances, shares | 5,291,497 | (4,342,477) | ||||
Balances | $ (40,106) | $ (32,494) | ||||
Noncontrolling Interest | ||||||
Temporary equity, Balances | 862,860 | |||||
Balances | 862,860 | 1,286,016 | 1,286,016 | |||
Net income attributable to redeemable noncontrolling interests | 18,090 | 1,879 | ||||
Deemed contribution from former parent | 577 | 691 | 2,687 | |||
Distributions to non-controlling interest | (3,816) | (5,245) | ||||
Temporary equity, Balances | 862,860 | |||||
Subsequent remeasurement of Redeemable noncontrolling interests | 24,155 | 18,706 | (462,715) | 1,203,714 | ||
Balances | 1,286,016 | 901,866 | 1,307,292 | 862,860 | 1,286,016 | |
Reverse Recapitalization, Net | 84,874 | |||||
Net Income (loss) After Reverse Recapitalization | (3,010) | |||||
Deemed contribution from parent after reverse recapitalization | 438 | |||||
Noncontrolling Interest | Hoya Intermediate, LLC | ||||||
Net income | 42,117 | |||||
Accumulated Deficit | ||||||
Balances | (1,014,132) | (1,042,794) | (1,042,794) | (1,026,675) | (252,490) | |
Net income | 12,182 | 1,259 | (774,185) | |||
Balances | $ (1,042,794) | $ (1,001,950) | $ (1,041,535) | (1,014,132) | (1,042,794) | (1,026,675) |
Net loss Prior to Reverse Recapitalization | (12,836) | |||||
Net Income (loss) After Reverse Recapitalization | (3,283) | |||||
Accumulated Deficit | Hoya Intermediate, LLC | ||||||
Net income | $ 28,662 | |||||
Accumulated Other Comprehensive (Income) Loss | ||||||
Balances | (822) | (1,917) | ||||
Unrealized gain (loss) on derivative instruments | 887 | |||||
Balances | (822) | |||||
Loss reclassified from accumulated other comprehensive loss to earnings | $ 208 | |||||
Loss Reclassified From Accumulated Other Comprehensive Loss to Earnings Prior to Reverse Recapitalization | $ 822 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||||
Net Income (loss) | $ 30,272 | $ 3,138 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 2,598 | 1,385 | $ 7,732 | $ 2,322 | $ 48,247 |
Amortization of deferred financing costs and interest rate cap | 226 | 329 | 1,052 | 4,472 | 3,863 |
Equity-based compensation expense | 5,530 | 3,597 | 19,053 | 6,047 | 4,287 |
Loss on extinguishment of debt | 0 | 4,285 | 4,285 | 35,828 | 685 |
Change in fair value of warrants | (327) | 2,279 | (8,227) | 1,389 | 0 |
Amortization of leases | 150 | 490 | 2,170 | 0 | 0 |
Loss on asset disposals | 7 | 0 | 369 | 0 | 169 |
Change in fair value of contingent consideration | 34 | 0 | (2,065) | 0 | 0 |
Interest expense paid-in-kind | 0 | 25,214 | 15,678 | ||
Impairment charges | 0 | 0 | 573,838 | ||
Change in assets and liabilities: | |||||
Accounts receivable | (10,000) | (17,854) | (329) | (874) | (10,250) |
Inventory | (11,370) | (6,126) | (1,010) | (4,311) | 4,094 |
Prepaid expenses and other current assets | (3,417) | (3,252) | 42,894 | 7,623 | (67,584) |
Accounts payable | 56,826 | 45,094 | (30,779) | 128,160 | (28,674) |
Accrued expenses and other current liabilities | 444 | (10,599) | (94,415) | 14,196 | 195,404 |
Deferred revenue | (6,063) | 3,094 | 6,844 | 19,183 | 24 |
Other assets and liabilities | 201 | (2,326) | (3,978) | (189) | 512 |
Deferred paid-in-kind interest paid on May 2020 First Lien Loan | 0 | (44,141) | 0 | ||
Net cash provided by operating activities | 65,111 | 23,534 | 14,375 | 175,790 | (33,892) |
Cash flows from investing activities | |||||
Purchases of property and equipment | (215) | (693) | (3,558) | (1,132) | (341) |
Investments in developed technology | (2,027) | (2,748) | (11,684) | (8,438) | (7,264) |
Purchases of personal seat licenses | (365) | 0 | (165) | (76) | 0 |
Cash acquired (paid) in acquisition | (8) | 301 | 0 | ||
Net cash used in investing activities | (2,607) | (3,441) | (15,415) | (9,345) | (7,605) |
Cash flows from financing activities | |||||
Repurchase of common stock as treasury stock | (7,612) | 0 | (32,494) | 0 | 0 |
Cash paid for milestone payments | (2,500) | 0 | (1,111) | 0 | 0 |
Payments of deferred financing costs and other debt-related costs | 0 | (4,856) | (4,856) | 0 | (8,479) |
Distributions to non-controlling interests | (5,245) | 0 | 0 | ||
Proceeds from PIPE Financing | 0 | 475,172 | 0 | ||
Proceeds from the Merger Transaction | 0 | 277,738 | 0 | ||
Redemption of Redeemable Senior Preferred Units | 0 | (236,026) | 0 | ||
Prepayment penalty on extinguishment of debt | 0 | (27,974) | 0 | ||
Payment of reverse recapitalization costs | 0 | (20,175) | 0 | ||
Dividends paid to Class A Common Stock Shareholders | 0 | (17,698) | 0 | ||
Proceeds from Revolving Facility | 0 | 0 | 50,000 | ||
Payments of Revolving Facility | 0 | 0 | (50,000) | ||
Distributions | 0 | 0 | (120) | ||
Net cash used in financing activities | (10,800) | (195,568) | (236,480) | 38,028 | 245,545 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 51,704 | (175,475) | (237,520) | 204,473 | 204,048 |
Cash, cash equivalents, and restricted cash - beginning of period | 252,290 | 489,810 | 489,810 | 285,337 | 81,289 |
Cash, cash equivalents, and restricted cash - end of period | 303,994 | 314,335 | 252,290 | 489,810 | 285,337 |
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 1,941 | 3,612 | 14,794 | 72,736 | 34,592 |
Cash paid for operating lease liabilities | 234 | 694 | |||
Right-of-use assets obtained in exchange for lease obligations | 0 | 3,406 | 3,406 | 0 | 0 |
Paid-in-kind interest added to May 2020 First Lien Loan principal | 0 | 28,463 | 15,678 | ||
Acquisition non-cash consideration | 0 | 21,306 | 0 | ||
Property and equipment acquired through tenant improvement allowance | 6,472 | 0 | 0 | ||
Equity-based compensation expense related to capitalized development costs | 79 | 0 | 0 | ||
Subsidiaries [Member] | |||||
Cash flows from operating activities | |||||
Net Income (loss) | 30,272 | 3,138 | 70,779 | (19,129) | (774,185) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 2,598 | 1,385 | 7,732 | 2,322 | 48,247 |
Loss on extinguishment of debt | 0 | (4,285) | (4,285) | (35,828) | (685) |
Change in fair value of warrants | 2,300 | ||||
Change in fair value of contingent consideration | 34 | 0 | (2,065) | 0 | 0 |
Impairment charges | 0 | 0 | 573,838 | ||
June 2017 First Lien Loan | |||||
Cash flows from financing activities | |||||
Payments of June 2017 First Lien Loan | 0 | (465,712) | (465,712) | (153,009) | (5,856) |
February 2022 First Lien Loan | |||||
Cash flows from financing activities | |||||
Proceeds from First Lien Loan | 0 | 275,000 | |||
May 2020 First Lien Loan | |||||
Cash flows from financing activities | |||||
Payments of May 2020 First Lien Loan | 0 | (260,000) | 0 | ||
Proceeds from First Lien Loan | 0 | 0 | 260,000 | ||
February 2022 First Lien Loan | |||||
Cash flows from financing activities | |||||
Payments of February 2022 First Lien Loan | $ (688) | $ 0 | (2,062) | 0 | 0 |
Proceeds from First Lien Loan | $ 275,000 | $ 0 | $ 0 |
Background, Description of Busi
Background, Description of Business and basis of presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Vivid Seats Inc | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
BACKGROUND, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. B ACKGROUND AND ASIS OF RESENTATION Vivid Seats Inc. and its subsidiaries including Hoya Intermediate, LLC (“Hoya Intermediate”), Hoya We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to the Quarterly Report on Form 10-Q S-X 10-K | 1. B ACKGROUND ESCRIPTION OF USINESS AND ASIS OF RESENTATION Vivid Seats Inc. (“VSI”) and its subsidiaries including Hoya Intermediate, LLC (“Hoya Intermediate”), Hoya Midco, LLC (“Hoya Midco”), and Vivid Seats LLC (collectively the “Company,” “us,” “we,” and “our”) provide an online secondary ticket marketplace that enables ticket buyers to discover and easily purchase tickets to concert, sporting and theater events in the United States and Canada. Through our Marketplace segment, we operate an online platform enabling ticket buyers to purchase tickets to live events, while enabling ticket sellers to seamlessly manage their operations. In our Resale segment, we acquire tickets to resell on secondary ticket marketplaces, including our own. Our consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). VSI was incorporated in Delaware on March 29, 2021 as a wholly owned subsidiary of Hoya Intermediate. VSI was formed for the purpose of completing the transactions contemplated by the definitive transaction agreement, dated April 21, 2021 (the “Transaction Agreement”), by and among Horizon Acquisition Corporation (“Horizon”), a publicly traded special purpose acquisition company, Hoya Intermediate, Hoya Topco, VSI, and the other parties thereto. On October 18, 2021, the transactions contemplated by the Transaction Agreement were completed. The Merger Transaction and PIPE Financing In connection with the Merger Transaction, VSI: • Issued 29,431,260 shares of Class A common stock to former shareholders of Horizon, whereby $293.2 million in cash and cash equivalents (after the payment of $18.7 million in transaction costs incurred by Horizon) of Horizon became available to VSI. We subsequently paid an additional $15.5 million in transaction costs incurred by Horizon using the cash and cash equivalents that became available to VSI; • Issued 118,200,000 shares of Class B common stock and 6,000,000 warrants at an exercise price of $0.001 per share to purchase Class B common stock (“Class B Warrants”), which are only exercisable upon the exercise of a corresponding Hoya Intermediate Warrant (defined below), to Hoya Topco in exchange for the outstanding shares of Hoya Intermediate; • Received $475.2 million in aggregate consideration from certain investors, including Horizon Sponsor in exchange for 47,517,173 shares of Class A common stock, pursuant to a private investment in public equity (“PIPE Financing”). • Used proceeds from Horizon and the PIPE Financing to pay (i) $482.4 million towards our outstanding debt, (ii) $236.0 million to facilitate the redemption of preferred units held in Hoya Intermediate, and (iii) $54.3 million for transaction fees incurred in connection with the Merger Transaction; • Issued to Horizon Sponsor (i) warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share , (ii) warrants to purchase 17,000,000 shares of Class A common stock at an exercise of $15.00 per share (collectively, the “Exercise Warrants”), and (iii) 50,000 shares of Class A common stock; and • Issued private warrants to purchase 6,519,791 shares of Class A common stock at an exercise price of $11.50 per share (“Private Warrants”), and public warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $11.50 per share (“Public Warrants”), to former holders of Horizon warrants. In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco (i) warrants to purchase 3,000,000 shares of common units of Hoya Intermediate (“Intermediate Units”) at an exercise price of $10.00 per share, and (ii) warrants to purchase 3,000,000 shares of Intermediate Units at an exercise of $15.00 per share (collectively, the “Hoya Intermediate Warrants”). A portion of the Hoya Intermediate Warrants consisting of warrants to purchase 1,000,000 Intermediate Units at exercise prices of $10.00 and $15.00 per unit (“Option Contingent Warrants”), respectively, were issued in tandem with stock options issued by VSI to members of our management team (“Management Options”). The Option Contingent Warrants only become available to exercise by Hoya Topco in the event that a Management Option is forfeited or goes unexercised. For additional details regarding the issuance of warrants in connection with the Merger Transaction refer to Note 14, Financial Instruments Following the Merger Transaction, the legacy unit holders of Hoya Intermediate own a controlling interest in VSI through their ownership of Class B common stock in VSI. Immaterial Correction of an Error in Prior Period The impact of this correction in the Consolidated Statement of Cash Flows for the year ended December 31, 2021 is as follows: As Reported As Restated Cash flows from operating activities Deferred paid-in-kind $ — $ (44,141 ) Net cash provided by operating activities 219,931 175,790 Cash flows from financing activities Payments of May 2020 First Lien Loan (304,141 ) (260,000 ) Net cash (used in) provided by financing activities (6,113 ) 38,028 Supplemental disclosure of cash flow information: Cash paid for interest 28,595 72,736 COVID-19 COVID-19 COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. N EW CCOUNTING TANDARDS Recently adopted accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates non-public non-public In March 2020, the FASB issued ASU 2020-04, eference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting | |
Hoya Intermediate, LLC | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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, we monitor the credit standing of the financial institutions that hold our cash and cash equivalents. However, balances could be impacted in the future if underlying financial institutions fail. As of December 31, 2022 and 2021, we have not experienced any loss or lack of access to its cash and cash equivalents. Restricted Cash Accounts Receivable and Credit Policies $1.0 million and $7.2 million of the Accounts receivable balance at December 31, 2022 and 2021, respectively, consisted of amounts due from marketplace ticket sellers for cancelled event tickets. We recorded an allowance for doubtful accounts of $0.1 million and $1.4 million at December 31, 2022 and 2021, respectively, to reflect potential challenges in collecting funds from marketplace ticket sellers. The allowance for doubtful accounts decreased during 2022 as ticket sellers on the marketplace platform repaid their outstanding balances or uncollectable amounts were written off. Accounts receivable balances are stated net of allowance for doubtful accounts and bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations. $11.7 million and $14.5 million of the Accounts receivable balance at December 31, 2022 and 2021, respectively, consisted of amounts due from distribution partners for cancellation charges, primarily related to cancelled events. We recorded an allowance for doubtful accounts of $3.6 million and $1.6 million at December 31, 2022 and 2021, respectively, to reflect potential challenges in collecting funds from distribution partners, particularly for amounts due upon usage of store credit previously issued to buyers. Accounts receivable balances are stated net of allowance for doubtful accounts and bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations. Write-offs were $4.9 million, $1.0 million, and less than $0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. 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. Long-Lived Assets Impairment Assessments During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. We recorded an impairment charge as a result of those assessments. Refer to Note 6, Impairments 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 We review our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If circumstances require a definite-lived intangible asset or its asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that definite-lived intangible asset or asset group to its carrying amount. If the carrying amount of the definite-lived intangible asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The fair value of our definite-lived intangible assets or asset group is determined using both the market approach and income approach, utilizing Level 3 inputs. Definite-lived intangible assets are amortized on a straight-line basis over their estimated 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 Customer relationships 2-5 years During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. We recorded an impairment charge as a result of those assessments. Refer to Note 6, Impairments Capitalized Development Costs internal-use Accrued Customer Credits Accrued Future Customer Compensation Income Taxes Following the Merger Transaction, our parent legal entity is VSI. We are subject to income taxes at the U.S. federal, state, and local levels for income tax purposes, including with respect to our allocable share of any taxable income of Hoya Intermediate. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences on differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is “more-likely-than not” that some portion or all of the deferred tax assets will not be realized. The realization of the deferred tax assets is dependent on the amount of our future taxable income. We recognize interest and penalties related to underpayment of income taxes in Income tax expense on the Consolidated Statements of Operations. To date, the interest or penalties incurred related to income taxes have not been material. Tax Receivable Agreement Debt write-off Fair Value of Financial Instruments Level 1 Level 2 Level 3 Our assets and liabilities measured at fair value on a recurring basis are presented in Note 12, Debt, Financial Instruments non-financial Goodwill and Intangible Assets Warrants Distinguishing Liabilities from Equity, 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity Redeemable Noncontrolling Interests one-to-one As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within our control, we classify our redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests were initially measured at Hoya Topco’s share in the net assets of Hoya Intermediate upon consummation of the Merger Transaction. Subsequent remeasurements of our redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional paid-in Offering costs Expenses of Offering paid-in Equity-Based Compensation Prior to the Merger Transaction, certain members of management received profit interests in Hoya Topco and Phantom units in a cash bonus pool funded by Hoya Topco. Under Accounting Standards Codification (“ASC”) 718, Compensation–Stock Compensation Distinguishing Liabilities from Equity For the profit interests and Phantom units, we used a market-based approach to determine the total equity value of Hoya Topco and allocate the resulting value between share classes using the Black-Scholes option pricing model to determine the grant date fair value of employee grants. The exercise prices used are based on various scenarios considering the waterfall payout structure of the units that exists at the Hoya Topco level. For Phantom Units with service and performance conditions, we recognize a liability for the fair value of the outstanding units only when we conclude it is probable that the performance condition will be achieved. As of December 31, 2022 and 2021, it is not probable the performance condition will be achieved. Segment Reporting— Revenue Recognition Revenue from Contracts with Customers Marketplace We act as an intermediary between ticket buyers and sellers in our online secondary ticketing marketplace. Revenue primarily consists of service fees from ticketing operations and is reduced by incentives provided to ticket buyers. We have one primary performance obligation, facilitating the Marketplace transaction between the ticket buyers and sellers, which is satisfied at the time the order is confirmed. In this transaction, we act as an agent as we do not control the ticket prior to transferring it to the ticket buyer. Revenue is recognized net of the amount due to the ticket seller when the seller confirms an order with the ticket buyer, at which point the seller is obligated to deliver the tickets to the buyer in accordance with the original marketplace listing. Payment from the ticket buyer is due at the time of sale. Our sales terms provide that we will compensate the ticket buyer for the total amount of the purchase if an event is cancelled, the ticket is invalid, or if the ticket is delivered after the promised time. We have determined this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The revenue reversal is reflected within Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the buyer has yet to be compensated. We estimate the customer compensation liability, and corresponding charge against revenue, using the expected value method, which best predicts customer compensation for future cancellations. To the extent we estimate that a portion of the refund is recoverable from ticket sellers or distribution partners, we record the recovery as revenue to align with the net presentation of the original transaction. In extreme circumstances, such as the COVID-related shutdowns during 2020, the timing of event cancellations versus new sales transactions can result in customer compensation costs exceeding current period sales resulting in negative marketplace revenue for that period. In certain instances, ticket buyers are compensated with credit to be used on future purchases. When a credit is redeemed, revenue is recognized for the newly placed order. Breakage income from customer credits that are not expected to be used, and not subject to escheatment, is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used. We also earn referral commissions on purchases of third-party insurance services by ticket buyers at the time of sale of the associated ticket on the Marketplace platform. Referral commissions are recognized as revenue when the ticket buyer makes a purchase from the third-party insurance provider during customer checkout. Payment from the third-party provider is due to us net 30 from when invoiced. This revenue is included within all categories of Marketplace disaggregated revenue described in Note 4, Revenue Recognition We earn revenue from our daily fantasy sports offering, which is the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives in a period. Resale We sell tickets we own on secondary ticket marketplaces. The Resale business has one performance obligation, which is to transfer control of a live event ticket to a ticket buyer once an order has been confirmed. We act as a principal in these transactions as we own the ticket and therefore we control the ticket prior to transferring the ticket to the customer. Revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed in the secondary ticket marketplace. Payment from the marketplace is typically due upon delivery of the ticket or after the event has passed. Secondary ticket marketplace terms and conditions require sellers to repay amounts received for events that are cancelled or tickets that are invalid or delivered after the promised time. We have determined that this obligation is a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. We recognize a liability for known and estimated cancellation charges within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. We estimate the future customer compensation liability, and corresponding charge against revenue, using the expected value method. To the extent we estimate that a portion of the charge is recoverable from the event host, we record the estimated recovery asset to Prepaid expenses and other current assets. When our Resale business sells a ticket in our own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues. Deferred Revenue Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. The majority of the unsatisfied performance obligations are related to our loyalty program, Vivid Seats Rewards. Vivid Seats Rewards allows ticket buyers to earn stamps for each ticket purchased, which convert to credits upon reaching certain thresholds. Buyers can redeem those credits on future transactions. The credits earned in the program represent a material right to the ticket buyer and constitute an additional performance obligation for us. As such, we defer revenue based on expected future usage and recognize the deferred revenue as credits are redeemed. Revenue from sales of contingent events, such as postseason sporting events, is initially recorded as Deferred revenue in the Consolidated Balance Sheets and is recognized when the contingency is resolved. Sales Tax Advertising Costs e-mail Shipping and Handling are ac Recent Accounting Pronouncements As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we are provided the option to adopt new or revised accounting guidance either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public Issued accounting standards adopted Leases 2016-02, ees to right-of-use right-of-use transition period available to emerging growth companies and adopted Accounting Standards Codification (“ASC”) 842 effective January 1, 2022 on a modified retrospective basis by applying the new standard to all leases existing at the date of initial application. We elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard (“ASC 840”), as well as elected other options, which allow us to use our previous evaluations regarding if an arrangement contains a lease, if a lease is an operating or financing lease, and what costs are capitalized as initial direct costs prior to adoption. We also elected to combine lease and non-lease Upon the adoption of the new lease standard, on January 1, 2022, we recognized right-of-use right-of-use Leases 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 3. B USINESS CQUISITION On December 13, 2021, we acquired 100% of the equity of Betcha. In August 2022, we rebranded Betcha as Vivid Picks. Vivid Picks is a real money daily fantasy sports app with social and gamification features that enhance fans’ connection with their favorite live sports. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting. Acquisition costs directly related to the transaction for the year ended December 31, 2022 were not material and are included in General and administrative expenses in the Consolidated Statements of Operations. The acquisition date fair value of the consideration consisted of $0.8 million in cash and 2.1 million shares of our Class A common stock. The total consideration includes cash earnouts of $3.4 million as of the acquisition date representing the estimated fair value that we may be obligated to pay if Vivid Picks meets certain earnings objectives. In addition, the consideration includes future milestone payments of $9.5 million as of the acquisition date representing the estimated fair value that we may be obligated to pay upon the achievement of certain integration objectives. For the year ended December 31, 2022, the estimated fair value of cash earnouts decreased by $2.1 million, which is presented in Change in fair value of contingent consideration on the Consolidated Statements of Operations. As of December 31, 2022, $2.6 million was recorded in Additional paid-in As part of the acquisition, we agreed to pay cash bonuses to certain Vivid Picks employees over three years following the anniversary of the employee start date. The payouts are subject to continued service, and therefore treated as compensation and expensed. Proforma financial information has not been presented as the Vivid Picks acquisition was not considered material to our Consolidated Financial Statements. The consideration was allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill recorded is not deductible for tax purposes as the Vivid Picks acquisition was primarily a stock acquisition and is attributable to the assembled workforce as well as the anticipated synergies from the integration of Vivid Picks’s technology with our technology. During the year ended December 31, 2022, we recognized adjustments related to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The adjustments primarily consisted of $0.9 million in definite-lived intangible assets and $2.9 million in goodwill. Refer to Note 9, Goodwill and Intangible Assets The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 48 Restricted cash 245 Accounts receivable 78 Prepaid expenses and other current assets 60 Intangible assets 4,430 Goodwill 31,931 Accounts payable (1,180 ) Accrued expenses and other current liabilities (677 ) Net assets acquired $ 34,935 The following table summarizes the purchase consideration (in thousands): Fair value of common stock $ 21,306 Cash consideration 759 Fair value of milestone payments 9,470 Fair value of earnouts 3,400 Total purchase consideration $ 34,935 The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition (in thousands): Cost Estimated Useful Customer relationships 1,530 2 years Developed technology 2,900 5 years Total acquired intangible assets $ 4,430 |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition | 3. B USINESS CQUISITION On December 13, 2021, we acquired 100% of the equity of Betcha. In August 2022, we rebranded Betcha as Vivid Picks. Vivid Picks is a real money daily fantasy sports app with social and gamification features that enhance fans’ connection with their favorite live sports. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting. Acquisition costs directly related to the transaction for the year ended December 31, 2022 were not material and are included in General and administrative expenses in the Consolidated Statements of Operations. The acquisition date fair value of the consideration consisted of $0.8 million in cash and 2.1 million shares of our Class A common stock. The total consideration includes cash earnouts of $3.4 million as of the acquisition date representing the estimated fair value that we may be obligated to pay if Vivid Picks meets certain earnings objectives. In addition, the consideration includes future milestone payments of $9.5 million as of the acquisition date representing the estimated fair value that we may be obligated to pay upon the achievement of certain integration objectives. For the year ended December 31, 2022, the estimated fair value of cash earnouts decreased by $2.1 million, which is presented in Change in fair value of contingent consideration on the Consolidated Statements of Operations. As of December 31, 2022, $2.6 million was recorded in Additional paid-in As part of the acquisition, we agreed to pay cash bonuses to certain Vivid Picks employees over three years following the anniversary of the employee start date. The payouts are subject to continued service, and therefore treated as compensation and expensed. Proforma financial information has not been presented as the Vivid Picks acquisition was not considered material to our Consolidated Financial Statements. The consideration was allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill recorded is not deductible for tax purposes as the Vivid Picks acquisition was primarily a stock acquisition and is attributable to the assembled workforce as well as the anticipated synergies from the integration of Vivid Picks’s technology with our technology. During the year ended December 31, 2022, we recognized adjustments related to the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The adjustments primarily consisted of $0.9 million in definite-lived intangible assets and $2.9 million in goodwill. Refer to Note 9, Goodwill and Intangible Assets The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 48 Restricted cash 245 Accounts receivable 78 Prepaid expenses and other current assets 60 Intangible assets 4,430 Goodwill 31,931 Accounts payable (1,180 ) Accrued expenses and other current liabilities (677 ) Net assets acquired $ 34,935 The following table summarizes the purchase consideration (in thousands): Fair value of common stock $ 21,306 Cash consideration 759 Fair value of milestone payments 9,470 Fair value of earnouts 3,400 Total purchase consideration $ 34,935 The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition (in thousands): Cost Estimated Useful Customer relationships 1,530 2 years Developed technology 2,900 5 years Total acquired intangible assets $ 4,430 |
Revenue Recognition
Revenue Recognition | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue Recognition | 3. R EVENUE ECOGNITION We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers. We earn revenue processing ticket sales from our Owned Properties, consisting of the Vivid Seats website and our mobile applications, and from our Private Label offering, which is comprised of numerous distribution partners. Marketplace revenues consisted of the following (in thousands): Three Months Ended March 31, 2023 2022 Marketplace revenues: Owned Properties $ 102,815 $ 83,666 Private Label 33,766 26,850 Total Marketplace revenues $ 136,581 $ 110,516 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended March 31, 2023 2022 Marketplace revenues: Concerts $ 74,879 $ 58,673 Sports 45,600 38,915 Theater 15,390 12,615 Other 712 313 Total Marketplace revenues $ 136,581 $ 110,516 Resale revenues were $24.5 million and $20.3 million during the three months ended March 31, 2022 and 2021, respectively. At March 31, 2023, Deferred revenue in the Condensed Consolidated Balance Sheets was $25.9 million, which primarily relates to Vivid Seats Rewards, our loyalty program. Stamps earned under the program expire in two to three years, if not converted to credits, and credits expire in two to four years, if not redeemed. We expect to recognize all outstanding deferred revenue in the next seven years. At December 31, 2022, $32.0 million was recorded as Deferred revenue, of which $10.9 million was recognized as revenue during the three months ended March 31, 2023. At December 31, 2021, $25.1 million was recorded as Deferred revenue, of which $4.0 million was recognized as revenue during the three months ended March 31, 2022. | 4. R EVENUE ECOGNITION During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the following (in thousands): 2022 2021 2020 Marketplace revenues: Owned Properties $ 400,413 $ 308,226 $ 24,188 Private Label 110,681 81,442 (907 ) Total Marketplace revenues $ 511,094 $ 389,668 $ 23,281 During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the following event categories (in thousands): 2022 2021 2020 Marketplace revenues: Concerts $ 251,423 $ 171,149 $ 15,775 Sports 196,467 175,471 3,484 Theater 61,483 41,745 3,759 Other 1,721 1,303 263 Total Marketplace revenues $ 511,094 $ 389,668 $ 23,281 Within the Resale segment, we sell tickets we hold in inventory on resale ticket marketplaces. Resale revenues were $89.2 million, $53.4 million, and $11.8 million during the years ended December 31, 2022, 2021, and 2020, respectively. At December 31, 2022, Deferred revenue in the Consolidated Balance Sheets was $32.0 million, which primarily relates to Vivid Seats Rewards, our loyalty program. Stamps earned under the program expire in two two At December 31, 2021, $25.1 million was recorded as Deferred revenue, of which $16.2 million was recognized as revenue during year ended December 31, 2022. At December 31, 2020, $6.0 million was recorded as deferred revenue, of which $3.3 million was recognized as revenue during the year ended December 31, 2021. |
Segment Reporting
Segment Reporting | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Segment Reporting | 4. S EGMENT EPORTING Our reportable segments are Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers within our online secondary ticket marketplace. Through the Resale segment, we acquire tickets from primary sellers, which we then sell through secondary ticket marketplaces. Revenues and contribution margin are used by our Chief Operating Decision Maker (“CODM”) to assess performance of the business. We define contribution margin as revenues less cost of revenues and marketing and selling expenses. We do not report our assets, capital expenditures, general and administrative expenses or related depreciation and amortization expenses by segment, because our CODM does not use this information to evaluate the performance of our operating segments. The following tables represent our segment information (in thousands): Three Months Ended March 31, 2023 Marketplace Resale Consolidated Revenues $ 136,581 $ 24,482 $ 161,063 Cost of revenues (exclusive of depreciation and amortization shown separately below) 20,060 17,700 37,760 Marketing and selling 54,772 — 54,772 Contribution margin $ 61,749 $ 6,782 68,531 General and administrative 32,389 Depreciation and amortization 2,598 Change in fair value of contingent consideration 34 Income from operations 33,510 Interest expense – net 3,280 Other income (327 ) Income before income taxes $ 30,557 Three Months Ended March 31, 2022 Marketplace Resale Consolidated Revenues $ 110,516 $ 20,256 $ 130,772 Cost of revenues (exclusive of depreciation and amortization shown separately below) 16,409 15,755 32,164 Marketing and selling 54,228 — 54,228 Contribution margin $ 39,879 $ 4,501 44,380 General and administrative 29,275 Depreciation and amortization 1,385 Income from operations 13,720 Interest expense – net 3,942 Loss on extinguishment of debt 4,285 Other expenses 2,279 Income before income taxes $ 3,214 Substantially all of our sales occur, and assets reside, in the United States. | 5. S EGMENT EPORTING Our reportable segments are Marketplace and Resale. Through the Marketplace segment, we act as an intermediary between ticket buyers and sellers within our online secondary ticket marketplace. Through the Resale segment, we acquire tickets from primary sellers, which we then sell through secondary ticket marketplaces. Revenues and contribution margin are used by our CODM to assess performance of the business. We define contribution margin as revenues less cost of revenues and marketing and selling expenses. We do not report our assets, capital expenditures, general and administrative expenses or related depreciation and amortization expenses by segment, because our CODM does not use this information to evaluate the performance of our operating segments. The following table represents our segment information for the year ended December 31, 2022 (in thousands): Marketplace Resale Consolidated Revenues $ 511,094 $ 89,180 $ 600,274 Cost of revenues (exclusive of depreciation and amortization shown separately below) 73,126 67,382 140,508 Marketing and selling 248,375 — 248,375 Contribution margin $ 189,593 $ 21,798 211,391 General and administrative 127,619 Depreciation and amortization 7,732 Change in fair value of contingent consideration (2,065 ) Income from operations 78,105 Interest expense – net 12,858 Loss on extinguishment of debt 4,285 Other income (8,227 ) Income before income taxes $ 69,189 The following table represents our segment information for the year ended December 31, 2021 (in thousands): Marketplace Resale Consolidated Revenues $ 389,668 $ 53,370 $ 443,038 Cost of revenues (exclusive of depreciation and amortization shown separately below) 51,702 38,915 90,617 Marketing and selling 181,358 — 181,358 Contribution margin $ 156,608 $ 14,455 171,063 General and administrative 92,170 Depreciation and amortization 2,322 Income from operations 76,571 Interest expense – net 58,179 Loss on extinguishment of debt 35,828 Other expenses 1,389 Loss before income taxes $ (18,825 ) The following table represents our segment information for the year ended December 31, 2020 (in thousands): Marketplace Resale Consolidated Revenues $ 23,281 $ 11,796 $ 35,077 Cost of revenues (exclusive of depreciation and amortization shown separately below) 13,741 10,949 24,690 Marketing and selling 38,121 — 38,121 Contribution margin $ (28,581 ) $ 847 (27,734 ) General and administrative 66,199 Depreciation and amortization 48,247 Impairment charges 573,838 Loss from operations (716,018 ) Interest expense - net 57,482 Loss on extinguishment of debt 685 Net loss $ (774,185 ) Substantially all of our sales occur and assets reside in the United States. |
Accounts Receivable - Net
Accounts Receivable - Net | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable - Net | 5. A CCOUNTS ECEIVABLE ET As of March 31, 2023 and December 31, 2022, Accounts receivable - net was $46.5 million and $36.5 million, respectively. $28.1 million and $18.9 million of the Accounts receivable balance at March 31, 2023 and December 31, 2022, respectively, consisted of uncollateralized payment processor obligations due under normal trade terms typically requiring payment within three business days. Credit risk with respect to accounts receivable from payment processing entities is limited due to the consolidation of those receivables with large financial institutions and the frequency with which the receivables turn over. $1.8 million and $1.0 million of the Accounts receivable balance at March 31, 2023 and December 31, 2022, respectively, consisted of amounts due from marketplace ticket sellers for cancelled event tickets. We recorded an allowance for credit losses of $0.3 million and $0.1 million at March 31, 2023 and December 31, 2022, respectively, to reflect potential challenges in collecting funds from marketplace ticket sellers. Accounts receivable balances are stated net of allowance for credit losses and bad debt expense is presented as a reduction of Revenues in the Condensed Consolidated Statements of Operations. VIVID SEATS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) $11.8 million and $11.7 million of the Accounts receivable balance at March 31, 2023 and December 31, 2022, respectively, consisted of amounts due from distribution partners for cancellation charges, primarily related to cancelled events. We recorded an allowance for credit losses of $3.5 million and $3.6 million at March 31, 2023 and December 31, 2022, respectively, to reflect potential challenges in collecting funds from distribution partners, particularly for amounts due upon usage of store credit previously issued to buyers. Accounts receivable balances are stated net of allowance for credit losses and bad debt expense is presented as a reduction of Revenues in the Condensed Consolidated Statements of Operations. There were no write-offs for the three months ended March 31, 2023 and 2022. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. P ROPERTY AND QUIPMENT The following table summarizes our major classes of property and equipment, net of accumulated depreciation (in thousands): 2022 2021 Computer equipment $ 1,935 $ 568 Furniture 1,625 — Leasehold Improvements 7,467 — Construction in progress — 564 Total property and equipment 11,027 1,132 Less: accumulated depreciation 596 50 Total property and equipment – net $ 10,431 $ 1,082 Depreciation expense related to property and equipment was $0.6 million, $0.1 million, and $0.6 million for the years ended December 31, 2022, 2021, and 2020, respectively, and is presented in Depreciation and amortization expense in the Consolidated Statements of Operations. There were no impairment charges for the years ended December 31, 2022 and 2021. For the year ended December 31, 2020, long-lived |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 8. L EASES On January 1, 2022, we adopted ASC 842 using a modified retrospective transition approach that allows for a cumulative-effect adjustment in the period of adoption without revising prior period presentation. Therefore, for reporting periods beginning after December 31, 2021, the financial statements are prepared in accordance with the current lease standard (ASC 842) and we elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard (ASC 840). We elected the practical expedient package, which permits us to not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, and any initial direct costs for any existing leases as of the effective date. We determine if an arrangement is a lease at inception of a contract. Right-of-use 12 months We entered into all of our lease contracts as a lessee. We are not acting as a lessor under any of our leasing arrangements. The vast majority of our lease contracts are real estate leases for office space. All of our leases are classified as operating. At December 31, 2022, we had $7.9 million of ROU assets in Right-of-use Most leases have one or more options to renew, with renewal terms that can initially extend the lease term for various periods up to five years. The exercise of renewal options is at our discretion and are included if they are reasonably certain to be exercised. As of December 31, 2022, the weighted average remaining minimum lease term is approximately 9.7 years. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded under General and administrative expenses in the Consolidated Statements of Operations. We elected not to separate lease and non-lease In December 2021, we entered into a lease agreement for our new corporate headquarters in Chicago, Illinois. The lease commenced in the first quarter of 2022 when we obtained control of the premises, and runs through December 31, 2033 with a 5-year The lease agreement provides for a tenant improvement allowance from the landlord in an amount equal to $6.5 million towards the design and construction on the leased premises. As of December 31, 2022, we incurred leasehold improvement costs of $6.5 million related to the tenant improvement allowance. This amount is recorded in Property and equipment—net in the Consolidated Balance Sheets. On the commencement date, we recognized the ROU asset and corresponding lease liability of $3.4 million in Right-of-use Operating and variable lease expenses for the years ended December 31, 2022, 2021 and 2020 were $3.6 million, $3.7 million and $2.8 million, respectively. Cash payments for operating lease liabilities during the year ended December 31, 2022, which are included within the operating activities section in the Consolidated Statements of Cash Flows, were $3.1 million. Future lease payments at December 31, 2022 are as follows (in thousands): Operating Leases 2023 906 2024 2,030 2025 2,450 2026 2,471 2027 2,436 2028 2,486 Thereafter 9,817 Total remaining lease payments 22,596 Less: Imputed interest 7,104 Present value of lease liabilities $ 15,492 Future lease payments at December 31, 2021 under ASC 840 were as follows (in thousands): Operating Leases 2022 3,437 2023 905 2024 2,038 2025 2,458 2026 2,477 Thereafter 14,736 Total remaining lease payments $ 26,051 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Goodwill and Intangible Assets | 7. G OODWILL AND NTANGIBLE SSETS Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $17.1 million and $17.3 million at March 31, 2023 and December 31, 2022, respectively, and accumulated amortization of $11.9 million and $9.6 million at March 31, 2023 and December 31, 2022, respectively. Our goodwill is included in our Marketplace segment. The net changes in the carrying amounts of our intangible assets and goodwill were as follows (in thousands): Definite-lived Trademark Goodwill Balance at January 1, 2023 $ 17,310 $ 64,666 $ 715,258 Capitalized development costs 2,082 — — Amortization (2,258 ) — — Balance at March 31, 2023 $ 17,134 $ 64,666 $ 715,258 Definite-lived Trademark Goodwill Balance at January 1, 2022 $ 13,845 $ 64,666 $ 718,204 Capitalized development costs 2,748 — — Amortization (1,315 ) — — Balance at March 31, 2022 $ 15,278 $ 64,666 $ 718,204 We had recorded $563.2 million of cumulative impairment charges related to our intangible assets and goodwill as of March 31, 2023 and December 31, 2022. Amortization expense on our definite-lived intangible assets was $2.3 million for the three months ended March 31, 2023, and $1.3 million for the three months ended March 31, 2022. Amortization expense is presented in Depreciation and amortization in the Condensed Consolidated Statements of Operations. | 9. G OODWILL AND NTANGIBLE SSETS Definite-lived intangible assets includes developed technology and customer relationships, which had a net carrying amount of $17.3 million and $13.8 million at December 31, 2022 and 2021, respectively. At December 31, 2022 and 2021, accumulated amortization related to our developed technology was $9.6 million and $2.5 million, respectively. Our goodwill is included in our Marketplace segment. The net changes in the carrying amounts of our intangible assets and goodwill were as follows (in thousands): Definite-lived Trademark Goodwill Balance at January 1, 2021 $ 2,358 $ 64,666 $ 683,327 Acquisition 5,320 — 34,877 Capitalized development costs 8,438 — — Amortization (2,271 ) — — Balance at December 31, 2021 13,845 64,666 718,204 Acquisition adjustment (890 ) — (2,946 ) Capitalized development costs 11,763 — — Disposals (259 ) — — Amortization (7,149 ) — — Balance at December 31, 2022 $ 17,310 $ 64,666 $ 715,258 We had recorded $563.2 million of cumulative impairment charges Amortization expense on our definite-lived intangible assets was $7.1 million, $2.3 million, and $47.4 million for the years ended December 31, 2022, 2021, and 2020, respectively, and is presented in Depreciation and amortization in the Consolidated Statements of Operations. During the year ended December 31, 2022, we incurred a loss of $0.3 million on asset disposals related to definite-lived intangible assets, which are included in General and administrative expenses in the Consolidated Statements of Operations. The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2022 is as follows (in thousands): Future amortization expense: 2023 $ 8,589 2024 5,820 2025 2,321 2026 580 2027 — Total $ 17,310 |
Impairments
Impairments | 12 Months Ended |
Dec. 31, 2022 | |
Hoya Intermediate, LLC | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Impairments | 6. I MPAIRMENTS As disclosed in Note 2, Summary of Significant Accounting Policies, During the second quarter of 2020, we identified the COVID-19 The following summarizes the impairment charges recorded by us during the year ended December 31, 2020 (in thousands): Goodwill $ 377,101 Indefinite-lived trademark 78,734 Definite-lived intangible assets 107,365 Property and equipment 3,670 Personal seat licenses 6,968 Total impairment charges $ 573,838 Long-lived asset impairments We assessed its long-lived assets for potential impairment during the second quarter of 2020. ASC 360, Property, Plant, and Equipment For the fair value of the asset group, we compared the expected future undiscounted cash flows associated with the asset group to the long-lived asset group’s carrying value and concluded that the carrying value was not recoverable. We then measured the fair value of the asset group using a discounted cash flow model. The significant estimates used in the undiscounted and discounted cash flow models include projected operating cash flows; forecasted capital expenditures and working capital needs; rates of long-term growth; and the discount rate (in the discounted cash flow model). The significant unobservable inputs included forecasted revenues which reflected significant declines in earlier years as a result of the COVID-19 pre-pandemic pre-pandemic The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements during our assessment for impairment in the second quarter of 2020: Significant Unobservable Inputs Range (Weighted Average) Discount rate 12.5% - 13.5% (13.0%) Long-term growth rate 2.5% - 3.5% (3.0%) The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands): Goodwill Trademark 50 basis point increase in discount rate $ (37,680 ) $ (3,935 ) 50 basis point decrease in long-term growth rate (21,344 ) (2,298 ) As a result, we recorded an impairment of $118.0 million, of which $107.4 million was related to definite-lived intangible assets. The impairment is presented in Impairment charges in the Consolidated Statements of Operations. No impairment triggering events to our long-lived assets were identified during the years ended December 31, 2022 and 2021. Indefinite-lived trademark and goodwill impairments During the second quarter of 2020, we determined that the estimated carrying value of our indefinite-lived trademark was in excess of its fair value. The fair value of the indefinite-lived trademark asset, classified as a Level 3 measurement, was measured using the relief-from-royalty method. This methodology involves estimating reasonable royalty rates for the trademarks, applying the royalty rate to a net sales stream, and utilizing the discounted cash flow method. We utilized a 2.0% royalty rate, consistent with the rate used in the initial valuation of the trademark. We recorded an impairment charge of $78.7 million related to the indefinite-lived trademark. The impairment charge is presented in Impairment charges in the Consolidated Statements of Operations. As part of the goodwill impairment assessment performed during the second quarter of 2020, we determined that the carrying value of its Marketplace reporting unit exceeded its estimated fair value, resulting in a goodwill impairment charge of $377.1 million, which is presented in Impairment charges in the Consolidated Statements of Operations. The fair value estimate of our reporting units was based on a blended analysis of the present value of future discounted cash flows and market value approach, using Level 3 inputs. The significant estimates used in the discounted cash flow models are projected operating cash flows; forecasted capital expenditures and working capital needs; weighted average cost of capital; and rates of long-term growth. These estimates considered the recent deterioration in financial performance of the reporting units, as well as the anticipated rate of recovery, and implied risk premiums based on the market prices of our equity and debt as of the assessment date. The significant estimates used in the market multiple valuation approach include identifying business factors; such as size, growth, profitability, risk and return on investment; and assessing comparable revenue and earnings multiples. Following the impairment charge, the carrying value of the Marketplace reporting unit’s goodwill was $683.3 million. In accordance with its annual re-assessment, Our goodwill and indefinite-lived trademark constitute nonfinancial assets measured at fair value on a nonrecurring basis. These nonfinancial assets are classified as Level 3 assets in the fair value hierarchy established under ASC Topic 820, Fair Value Measurement |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Prepaid Expenses and Other Current Assets | 6. P REPAID XPENSES AND THER URRENT SSETS Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2023 2022 Recovery of future customer compensation $ 26,783 $ 23,311 Prepaid expenses 5,778 6,032 Other current assets 768 569 Total prepaid expenses and other current assets $ 33,329 $ 29,912 Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs increased by $3.5 million at March 31, 2023 as compared to the cost at December 31, 2022 due to an increase in the reserve for future cancellations driven by higher volume of sales for future events as of March 31, 2023. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. | |
Hoya Intermediate, LLC | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Prepaid Expenses and Other Current Assets | 10. P REPAID XPENSES AND THER URRENT SSETS Prepaid expenses and other current assets at December 31, 2022 and 2021 consist of the following (in thousands): 2022 2021 Recovery of future customer compensation $ 23,311 $ 58,319 Prepaid expenses 6,032 9,573 Other current assets 569 4,612 Total prepaid expenses and other current assets $ 29,912 $ 72,504 Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs decreased by $35.0 million due to a reduction in the estimated rate of future cancellations as of December 31, 2022. The provision related to these expected recoveries is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Accrued Expenses and Other Current Liabilities | 8. A CCRUED XPENSES AND THER URRENT IABILITIES Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, 2023 2022 Accrued marketing expense $ 30,912 $ 26,873 Accrued taxes 889 542 Accrued customer credits 83,034 88,167 Accrued future customer compensation 33,597 30,181 Accrued contingencies 3,432 5,898 Accrued payroll 4,554 10,660 Other current liabilities 27,347 19,649 Total accrued expenses and other current liabilities $ 183,765 $ 181,970 Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, known as breakage, provided that the credits are not subject to escheatment. We estimate breakage based on historical usage trends and available data on comparable programs, and recognize breakage in proportion to the pattern of redemption for customer credits. Our breakage estimate could be impacted by future activity differing from our estimates, the effects of which could be material. During the three months ended March 31, 2023, $2.6 million of accrued customer credits were redeemed and we recognized $4.6 million of revenue from breakage. During the three months ended March 31, 2022, $9.8 million of accrued customer credits were redeemed and we recognized $0.6 million of revenue from breakage. Breakage amounts are net of reductions in associated accounts receivable balances. Accrued future customer compensation represents an estimate of the amount of customer compensation due from cancellation charges in the future. These provisions are based on historic experience, revenue volumes for future events, and management’s estimate of the likelihood of future event cancellations and are recognized as a component of Revenues in the Condensed Consolidated Statements of Operations. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. During the three months ended March 31, 2023 and 2022, we recognized a net decrease in revenue of $0.8 million and a net increase in revenue of $1.1 million, respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods. Accrued contingencies primarily decreased as a result of a milestone payment to Betcha Sports, Inc. (“Betcha”, which was rebranded as “Vivid Picks”) of $2.5 million in cash. Other current liabilities primarily increased as a result of accrued, but not paid, tax distributions, and accrued interest during the three months ended March 31, 2023. | |
Hoya Intermediate, LLC | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Accrued Expenses and Other Current Liabilities | 11. A CCRUED XPENSES AND THER URRENT IABILITIES Accrued expenses and other current liabilities at December 31, 2022 and 2021 consist of the following (in thousands): 2022 2021 Accrued marketing expense $ 26,873 $ 27,304 Accrued taxes 542 9,332 Accrued customer credits 88,167 119,355 Accrued future customer compensation 30,181 73,959 Accrued contingencies 5,898 12,686 Accrued payroll 10,660 9,286 Other current liabilities 19,649 29,234 Total accrued expenses and other current liabilities $ 181,970 $ 281,156 Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, or breakage, provided that the credits are not subject to escheatment. We estimate breakage based on historical usage trends and available data on comparable programs, and recognize breakage in proportion to the pattern of redemption for customer credits. Our breakage estimate could be impacted by future activity differing from our estimates, the effects of which could be material. During the year ended December 31, 2022, $24.3 million of accrued customer credits were redeemed and we recognized $11.5 million of revenue from breakage. During the year ended December 31, 2021, $55.9 million of accrued customer credits were redeemed and we recognized $3.3 million of revenue from breakage. During the year ended December 31, 2020, $7.4 million of accrued customer credits were redeemed and we recognized $0.8 million of revenue from breakage. Breakage amounts are net of reductions in associated accounts receivable balances. Accrued future customer compensation represents an estimate of the amount of customer compensation due from cancellation charges in the future. These provisions are based on historic experience, revenue volumes for future events, and management’s estimate of the likelihood of future event cancellations and are recognized as a component of Revenues in the Consolidated Statements of Operations. The expected recoveries of these obligations are included in Prepaid expenses and other current assets in the Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. During the years ended December 31, 2022, 2021 and 2020, we recognized a net increase in revenue of $2.3 million, $5.1 million, and a decrease in revenue of $15.3 million, respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods. Accrued future customer compensation decreased by $43.8 million due to a reduction in the estimated rate of future cancellations as of December 31, 2022. Accrued taxes decreased as we have historically accrued contingent sales tax expense in jurisdictions where we expected to remit sales tax payments for sales prior to collecting tax from customers which began in the second half of 2021. During 2022, we finalized the remaining open discussions with jurisdictions regarding the liability for uncollected sales tax and no longer have this contingent liability. Other current liabilities primarily decreased as a result of making sales tax payments for liabilities that were no longer deemed contingent as of December 31, 2021, but were not yet paid at that time. These payments represent the exposure for sales tax prior to the date we began collecting sales tax from customers reduced by abatements received, inclusive of any penalties and interest assessed by the jurisdictions. The remaining historic sales tax liability payments were made during the year ended December 31, 2022. |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | 9. D EBT Our outstanding debt is comprised of the following (in thousands): March 31, December 31, 2023 2022 February 2022 First Lien Loan $ 272,250 $ 272,938 Total long-term debt, gross 272,250 272,938 Less: unamortized debt issuance costs (5,116 ) (5,290 ) Total long-term debt, net of issuance costs 267,134 267,648 Less: current portion (2,750 ) (2,750 ) Total long-term debt, net $ 264,384 $ 264,898 June 2017 Term Loans On June 30, 2017, we entered into a $575.0 million first lien debt facility, comprised of a $50.0 million revolving facility and a $525.0 million term loan (the “June 2017 First Lien Loan”), and a second lien credit facility, comprised of a $185.0 million second lien term loan (the “June 2017 Second Lien Loan”). The June 2017 First Lien Loan was amended to upsize the committed amount by $115.0 million on July 2, 2018. On October 28, 2019, we paid off the June 2017 Second Lien Loan balance. The underlying revolving credit facility, part of the June 2017 First Lien Loan, was subsequently retired on May 22, 2020. On October 18, 2021, we made an early principal payment related to the June 2017 First Lien Loan of $148.2 million in connection with, and using the proceeds from, the merger transaction with Horizon Acquisition Corporation (“Merger Transaction”) and private investment in public equity. On February 3, 2022, we repaid $190.7 million of the outstanding balance of the June 2017 First Lien Loan and refinanced the remaining balance with a new $275.0 million term loan. February 2022 First Lien Loan On February 3, 2022, we entered into an amendment which refinanced the remaining June 2017 First Lien Loan with a new $275.0 million term loan (the “February 2022 First Lien Loan”) with a maturity date of February 3, 2029. In connection with the February 2022 First Lien Loan, we also entered into a new revolving credit facility (the “Revolving Facility”), which allows for an aggregate principal amount of $100.0 million and has a maturity date of February 3, 2027. At March 31, 2023, we had no outstanding borrowings under our Revolving Facility. The terms of the February 2022 First Lien Loan specified a secured overnight financing rate (“SOFR”) based floating interest rate and revised the springing financial covenant under the June 2017 First Lien Loan to require compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels. All obligations under the February 2022 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’s existing and future direct and indirect wholly owned domestic subsidiaries. It requires quarterly amortization payments of $0.7 million. The Revolving Facility does not require periodic payments. All obligations under the February 2022 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets. The February 2022 First Lien Loan carries an interest rate of SOFR plus 3.25%. The SOFR rate for the February 2022 First Lien Loan is subject to a 0.5% floor. The effective interest rate on the February 2022 First Lien Loan was 8.34% and 7.98% per annum at March 31, 2023 and December 31, 2022, respectively. F-12 Table of Contents Our February 2022 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace. Therefore, the fair value is estimated on a Level 2 basis. At March 31, 2023 and December 31, 2022, respectively, the fair value of our February 2022 First Lien Loan approximated the carrying value. We are subject to certain reporting and compliance-related covenants to remain in good standing under the February 2022 First Lien Loan. These covenants, among other things, limit our ability to incur additional indebtedness, and in certain circumstances, create restrictions on the ability to enter into transactions with affiliates; create liens; merge or consolidate; and make certain payments. Non-compliance Due to the refinancing of the June 2017 First Lien Loan with the February 2022 First Lien Loan, we incurred a loss of $4.3 million for the three months ended March 31, 2022, which is presented in Loss on extinguishment of debt in the Condensed Consolidated Statements of Operations. | 12. D EBT Our outstanding debt at December 31, 2022 and 2021 is comprised of the following (in thousands): 2022 2021 June 2017 First Lien Loan $ — $ 465,712 February 2022 First Lien Loan 272,938 — Total long-term debt, gross 272,938 465,712 Less: unamortized debt issuance costs (5,290 ) (5,580 ) Total long-term debt, net of issuance costs 267,648 460,132 Less: current portion (2,750 ) — Total long-term debt, net $ 264,898 $ 460,132 June 2017 Term Loans On June 30, 2017, we entered into a $575.0 million first lien debt facility, comprised of a $50.0 million revolving facility and a $525.0 million term loan (the “June 2017 First Lien Loan”), and a second lien credit facility, comprised of a $185.0 million second lien term loan (the “June 2017 Second Lien Loan”). The First Lien Loan was amended to upsize the committed amount by $115.0 million on July 2, 2018. On October 28, 2019, we paid off the June 2017 Second Lien Loan balance. The underlying revolving credit facility, part of the June 2017 First Lien Loan, was subsequently retired on May 22, 2020. On October 18, 2021, we made an early principal payment related to the June 2017 First Lien Loan of $148.2 million in connection with, and using the proceeds from, the Merger Transaction and PIPE Financing. On February 3, 2022, we repaid $190.7 million of the outstanding balance of the June 2017 First Lien Loan and refinanced the remaining balance with a new $275.0 million term loan. The June 2017 First Lien Loan was held by third-party financial institutions and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace. Therefore, the fair value is estimated on a Level 2 basis. At December 31, 2021, the June 2017 First Lien Loan had a fair value of $465.1 million as compared to the carrying amount of $460.1 million. February 2022 First Lien Loan On February 3, 2022, we entered into an amendment which refinanced the remaining June 2017 First Lien Loan with a new $275.0 million term loan (the “February 2022 First Lien Loan”) with a maturity date of February 3, 2029. In connection with the February 2022 First Lien Loan, we also entered into a new revolving credit facility (the “Revolving Facility”), which allows for an aggregate principal amount of $100.0 million and has a maturity date of February 3, 2027. At December 31, 2022, we had no outstanding borrowings under our Revolving Facility. The terms of the February 2022 First Lien Loan specified a secured overnight financing rate (“SOFR”) based floating interest rate and revised the springing financial covenant under the June 2017 First Lien Loan to require compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels. All obligations under the February 2022 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’s existing and future direct and indirect wholly owned domestic subsidiaries. It requires quarterly amortization payments of $0.7 million. The Revolving Facility does not require periodic payments. All obligations under the February 2022 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets. The February 2022 First Lien Loan carries an interest rate of SOFR plus 3.25%. The SOFR rate for the February 2022 First Lien Loan is subject to a 0.5% floor. The effective interest rate on the February 2022 First Lien Loan was 7.98% per annum at December 31, 2022. Our February 2022 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. The fair value was estimated using quoted prices that are directly observable in the marketplace. Therefore, the fair value is estimated on a Level 2 basis. At December 31, 2022, the fair value of our February 2022 First Lien Loan approximates the carrying value. We are subject to certain reporting and compliance-related covenants to remain in good standing under the February 2022 First Lien Loan. These covenants, among other things, limit our ability to incur additional indebtedness, and in certain circumstances, create restrictions on the ability to enter into transactions with affiliates; create liens; merge or consolidate; and make certain payments. Non-compliance Due to the refinancing of the June 2017 First Lien Loan with the February 2022 First Lien Loan, we incurred a loss of $4.3 million for the year ended December 31, 2022, which is presented in Loss on extinguishment of debt in the Consolidated Statements of Operations. May 2020 First Lien Loan On May 22, 2020, we entered into a $260.0 million first lien term loan (the “May 2020 First Lien Loan”) that is pari passu with the June 2017 First Lien Loan. The proceeds from the May 2020 First Lien Loan were used for general corporate purposes and to extinguish and retire the revolving facility related to the June 2017 First Lien Loan in full. The May 2020 First Lien Loan had no required amortization payments. All obligations under the May 2020 First Lien Loan were secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets. The interest rate for the May 2020 First Lien Loan was determined using a LIBOR rate plus an applicable margin of 9.50% per annum, or a base rate plus an applicable margin of 8.50% per annum. The LIBOR rate was subject to a 1.00% floor and the base rate was subject to a 2.00% floor. All obligations under the May 2020 First Lien Loan were secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our assets. For any period ending prior to May 22, 2022, we had the option of submitting paid-in-kind paid-in-kind paid-in-kind Under the terms of the May 2020 First Lien Loan, for certain prepayments and repricing transactions that occurred prior to May 22, 2023, we would owe a prepayment penalty of 3.0% on the first $91.0 million of prepayments. For prepayments greater than $91.0 million prior to May 22, 2022, the amount exceeding $91.0 million would be subject to a prepayment penalty equal to the greater of i) 6.0% and ii) the excess of the discounted measure of principal and interest due upon the second anniversary of the effective date and the outstanding principal at the time of the prepayment. For prepayments greater than $91.0 million on or after May 22, 2022 and prior to May 22, 2023, the amount exceeding $91.0 million would be subject to a prepayment penalty equal to 6.0%. Our May 2020 First Lien Loan was not traded and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. On October 18, 2021, in connection with, and using the proceeds from the Merger Transaction, we paid off in full the May 2020 First Lien Loan balance. The debt extinguishment resulted in a loss of $34.1 million, which is presented in Loss on extinguishment of debt in the Consolidated Statements of Operations. The loss consists of a $28.0 million prepayment penalty and the remaining balance of the original issuance discount and issuance costs of $6.1 million. Future maturities of our outstanding debt, excluding interest, as of December 31, 2022 were as follows (in thousands): 2023 $ 2,750 2024 2,750 2025 2,750 2026 2,750 2027 2,750 Thereafter 259,188 Total $ 272,938 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 13. E MPLOYEE ENEFIT LAN We have a defined contribution and profit-sharing 401(k) plan that covers substantially all employees who meet eligibility requirements. Participants may contribute to the plan, through regular payroll deductions, an amount subject to limitations imposed by the Internal Revenue Code. The plan also provides for discretionary profit-sharing contributions and matching contributions. We contributed approximately $1.3 million, $0.8 million, and $0.9 million in matching contributions for the years ended December 31, 2022, 2021, and 2020, respectively, and is included in General and administrative expense in the Consolidated Statements of Operations. For the years ended December 31, 2022, and 2021, there were no discretionary profit-sharing contributions. |
Financial Instruments
Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
FINANCIAL INSTRUMENTS | 10. F INANCIAL NSTRUMENTS We issued the following warrants during the year ended December 31, 2021 in connection with the Merger Transaction: Public Warrants We issued warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $11.50 per share (“Public Warrants”) to former warrant holders of Horizon Acquisition, of which 5,166,666 shares were issued to Horizon Sponsor. These warrants are traded on the Nasdaq Stock Market under the symbol “SEATW.” As of March 31, 2023, we had 6,766,853 outstanding Public Warrants. Private Warrants We issued warrants to purchase 6,519,791 shares of our Class A common stock at an exercise price of $11.50 per share to Horizon Sponsor. The Private Warrants have similar terms to the Public Warrants, except that the Private Warrants are not redeemable by us. As of March 31, 2023, we had 6,519,791 outstanding Private Warrants. Exercise Warrants We issued warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share (“$10 Exercise Warrants”) and warrants to purchase 17,000,000 of Class A common stock at an exercise of $15.00 per share (“$15 Exercise Warrants”; together with the $10 Exercise Warrants, “Exercise Warrants”). The Exercise Warrants have similar terms to the Public Warrants, except that the Exercise Warrants have different exercise prices, an initial term of 10 years, are not redeemable by us, and are fully transferable. As of March 31, 2023, we had 17,000,000 $10 Exercise Warrants outstanding and 17,000,000 $15 Exercise Warrants outstanding. Mirror Warrants Hoya Intermediate issued warrants to VSI to purchase 17,000,000 Intermediate Units at an exercise price of $10.00 per unit (“$10 Mirror Warrants”), warrants to purchase 17,000,000 Intermediate Units at an exercise of $15.00 per unit (“$15 Mirror Warrants”), warrants to purchase 24,652,557 Intermediate Units at an exercise price of $11.50 per unit (“$11.50 Mirror Warrants”; together with the $10 Mirror Warrants and $15 Mirror Warrants, “Mirror Warrants”). The number and terms of the Mirror Warrants are identical to the Public, Private and Exercise Warrants, respectively. Upon the valid exercise of a Public Warrant, Private Warrant and Exercise Warrant, Hoya Intermediate will issue to VSI an equivalent number of Intermediate Units. Similarly, if a Public, Private or Exercise Warrant is tendered, an equivalent number of Mirror Warrants will be tendered. As of March 31, 2023, we had 17,000,000 $10 Mirror Warrants outstanding, 17,000,000 $15 Mirror Warrants outstanding and 13,286,644 $11.50 Mirror Warrants outstanding. Hoya Intermediate Warrants Hoya Intermediate issued the warrants to Hoya Topco, which consist of (i) warrants to purchase 3,000,000 shares of common units of Hoya Intermediate (“Intermediate Units”) at an exercise price of $10.00 per share, and (ii) warrants to purchase 3,000,000 shares of Intermediate Units at an exercise of $15.00 per share (collectively, the “Hoya Intermediate Warrants”). A portion of the Hoya Intermediate Warrants, consisting of warrants to purchase 1,000,000 Intermediate Units at exercise prices of $10.00 and $15.00 per unit, respectively (“Option Contingent Warrants”), were issued in tandem with stock options we issued to members of our management team (“Management Options”). The Option Contingent Warrants only become exercisable by Hoya Topco if a Management Option is forfeited or expires unexercised. As of March 31, 2023, less than 0.1 million of the corresponding Management Options had been forfeited or expired. Hoya Intermediate Warrants allow for cash redemption at the option of the warrant holder. Hence, the Hoya Intermediate Warrants are classified as a liability in Other liabilities on our Condensed Consolidated Balance Sheets. Upon consummation of the Merger Transaction, we recorded a warrant liability of $20.4 million, reflecting the fair value of the Hoya Intermediate Warrants determined using the Black Scholes model. Upon consummation of the Merger Transaction, the fair value of the Hoya Intermediate Warrants included Option Contingent Warrants of $1.6 million. The estimated fair value of the Option Contingent Warrants is adjusted to reflect the probability of forfeiture of the corresponding stock options based on historical forfeiture rates for Hoya Topco profits interests. The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants: March 31, December 31, 2023 2022 Estimated volatility 37.0 % 39.0 % Expected term (years) 8.6 8.8 Risk-free rate 3.5 % 3.9 % Expected dividend yield 0.0 % 0.0 % For the three months ended March 31, 2023 and 2022, the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants decreased by $0.3 million and increased by $2.3 million, respectively, which is presented in Other (income) expense on the Condensed Consolidated Statements of Operations. Upon the valid exercise of a Hoya Intermediate Warrant for Intermediate Units, VSI will issue an equivalent amount of VSI Class B common shares to Hoya Topco. 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. | 14. F INANCIAL NSTRUMENTS Derivatives The financial instruments entered into by us are typically executed over-the-counter. Interest Rate Swaps On November 10, 2017, we 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 us making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. We 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, we 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 Consolidated Statements of Operations was $4.3 million for the year ended December 31, 2020. Interest Rate Cap On November 26, 2018, we entered into an interest rate cap with an effective date of September 30, 2020. We paid $1.0 million to enter into the cap. The notional value was $516.8 million on September 30, 2021. The interest rate cap matured on September 30, 2021. The interest rate cap had a strike rate of 3.5%. The interest rate cap was purchased to reduce a portion of the exposure to fluctuations in LIBOR interest rates associated with our variable-rate term loan. The objective in using the 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 We 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, we assess hedge effectiveness prospectively and retrospectively. The hedge continued to be highly effective through its maturity. The interest rate cap is measured at fair value, which was zero at December 31, 2020. Effect of Derivative Contracts on Accumulated Other Comprehensive Loss (“AOCL”) and Earnings Since we 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 Comprehensive Income (Loss), and unrealized gains or losses resulting from adjusting the financial instruments to fair value are recorded as a component of Other comprehensive loss and subsequently reclassified into earnings in the same period during which the hedged transaction affects earnings. During the years ended December 31, 2021 and 2020, we reclassified losses of $0.8 million and $0.2 million, 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 Consolidated Statements of Cash Flows. The following table presents the effects of hedge accounting on AOCL for the year ended December 31, 2021 for interest rate contracts designated as cash flow hedges (in thousands): Interest rate cap Beginning accumulated derivative loss in AOCL $ (822 ) Amount of gain (loss) recognized in AOCL — Less: Amount of loss reclassified from AOCL to income (822 ) Ending accumulated derivative loss in AOCL $ — The following table presents the effects of hedge accounting on AOCL for the year ended December 31, 2020 for interest rate contracts designated as cash flow hedges (in thousands): Interest rate swaps Interest rate cap Total Beginning accumulated derivative loss in AOCL $ (887 ) $ (1,030 ) $ (1,917 ) Amount of gain recognized in AOCL 887 — 887 Less: Amount of loss reclassified from AOCL to income — (208 ) (208 ) Ending accumulated derivative loss in AOCL $ — $ (822 ) $ (822 ) Warrants We issued the following warrants during the year ended December 31, 2021 in connection with the Merger Transaction: Public Warrants We issued warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $11.50 per share to former warrant holders of Horizon, of which 5,166,666 shares were issued to Horizon Sponsor. These warrants are traded on the Nasdaq Stock Market under the symbol “SEATW.” On May 26, 2022, we announced the commencement of an offer to the holders of outstanding Public Warrants to receive 0.240 shares of Class A common stock in exchange for each outstanding Public Warrant (the “Offer”). On July 5, 2022, a total of 11,365,913 public warrants were tendered for 2,727,785 shares of Class A common stock (the “Exchange”). Following the Exchange, 6,766,853 Public Warrants remained outstanding. During the year ended December 31, 2022, ten Public Warrants were exercised. The exercise of the Public Warrants are accounted for as a transaction within Additional paid-in We may, in our sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that we provide at least five days advance notice. The exercise price and number of Class A common stock shares issuable upon exercise of the Public Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event are we required to net cash settle the Public Warrants. The Public Warrants became exercisable 30 days following the Merger Transaction and expire at the earliest of five years following the Merger Transaction, our liquidation, or the date of redemption elected at our option provided that the value of the Class A common stock exceeds $18.00 per share. There is an effective registration statement and prospectus relating to the shares issuable upon exercise of the Public Warrants. Under certain circumstances, we may elect to redeem the Public Warrants at a redemption price of $0.01 per Public Warrant at any time during the term of the Public Warrant in which our Class A common stock share trading price has been at least $18.00 per share for 20 trading days within the 30 trading-day 30-day As part of the Merger Transaction, we modified the terms of the Public Warrants. The modification resulted in a transfer of incremental value of $1.3 million to the holders of the Public Warrants, which we recorded as Other expenses in the Consolidated Statements of Operations during the year ended December 31, 2021. Private Warrants We issued warrants to purchase 6,519,791 shares of our Class A common stock at an exercise price of $11.50 per share to the Sponsor. The Private Warrants have similar terms to the Public Warrants, except that the Private Warrants are not redeemable by us. As part of the Merger Transaction, we modified the terms of the Private Warrants. The modification did not result in a transfer of incremental value to the warrant holders. As of December 31, 2022, we had 6,519,791 outstanding Private Warrants. Exercise Warrants We issued warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share (“$10 Exercise Warrants”) and warrants to purchase 17,000,000 of Class A common stock at an exercise of $15.00 per share (“$15 Exercise Warrants”; together with the $10 Exercise Warrants, “Exercise Warrants”). The Exercise Warrants have similar terms to the Public Warrants, except that the Exercise Warrants have different exercise prices, an initial term of 10 years, are not redeemable by us, and are fully transferable. As of December 31, 2022, we had 17,000,000 $10 Exercise Warrants outstanding and 17,000,000 $15 Exercise Warrants outstanding. Mirror Warrants Hoya Intermediate issued warrants to VSI to purchase 17,000,000 Intermediate Units at an exercise price of $10.00 per unit (“$10 Mirror Warrants”), warrants to purchase 17,000,000 Intermediate Units at an exercise of $15.00 per unit (“$15 Mirror Warrants”), warrants to purchase 24,652,557 Intermediate Units at an exercise price of $11.50 per unit (“$11.50 Mirror Warrants”; together with the $10 Mirror Warrants and $15 Mirror Warrants, “Mirror Warrants”). The number and terms of the Mirror Warrants are identical to the Public, Private and Exercise Warrants, respectively. Upon the valid exercise of a Public Warrant, Private Warrant and Exercise Warrant, Hoya Intermediate will issue to VSI an equivalent number of Intermediate Units. Similarly, if a Public, Private or Exercise Warrant is tendered, an equivalent number of Mirror Warrants will be tendered. In connection with the Exchange, we tendered 11,365,913 $11.50 Mirror Warrants and received 2,727,785 Intermediate Units. As of December 31, 2022, we had 17,000,000 $10 Mirror Warrants outstanding, 17,000,000 $15 Mirror Warrants outstanding and 13,286,644 $11.50 Mirror Warrants outstanding. As the Public Warrants, Private Warrants and Exercise Warrants are indexed to our equity and meet the equity classification guidance of ASC 815-40, paid-in Hoya Intermediate Warrants Hoya Intermediate issued the Hoya Intermediate Warrants, which are classified as Other Liabilities in the Consolidated Balance Sheets. 1,000,000 Hoya Intermediate Warrants to purchase Intermediate Units at exercise prices of $10.00 and $15.00 per unit, respectively (“Option Contingent Warrants”), were issued in tandem with stock options we issued to members of our management team (“Management Options”). The Option Contingent Warrants only become exercisable by Hoya Topco if a Management Option is forfeited or expires unexercised. As of December 31, 2022, 0.2 million of the corresponding Management Options had been forfeited. Hoya Intermediate Warrants allow for cash redemption at the option of the warrant holder. Hence, the Hoya Intermediate Warrants are classified as a liability in Other liabilities on our Consolidated Balance Sheets. Upon consummation of the Merger Transaction, we recorded a warrant liability of $20.4 million reflecting the fair value of the Hoya Intermediate Warrants determined using the Black Scholes model. The fair value of the Hoya Intermediate Warrants includes Option Contingent Warrants of $1.6 million. The estimated fair value of the Option Contingent Warrants is adjusted to reflect the probability of forfeiture of the Management Options based on historical forfeiture rates for Hoya Topco profit interests. The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants at December 31, 2022 and 2021: 2022 2021 Estimated volatility 39.0 % 36.0 % Expected term (years) 8.8 9.8 Risk-free rate 3.9 % 1.5 % Expected dividend yield 0.0 % 0.0 % For the year ended December 31, 2022, the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants decreased by $8.2 million, which is presented in Other income on the Consolidated Statements of Operations. For the period from October 18, 2021 until December 31, 2021, we recognized a charge to Other expenses on the Consolidated Statements of Operations resulting from an increase in the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants of $0.1 million. Upon the valid exercise of a Hoya Intermediate Warrant for Intermediate Units, VSI will issue an equivalent amount of VSI Class B common shares to Hoya Topco. |
Redeemable noncontrolling Inter
Redeemable noncontrolling Interests | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable noncontrolling Interests | 15. R EDEEMABLE NONCONTROLLING NTERESTS As of December 31, 2022, Hoya Topco held 100% of the Class B common stock in VSI and owned 59.5% of the Intermediate Units. Hoya Topco has the right to exchange its Intermediate Units for shares of VSI Class A common stock on a one-to-one Earnings per Share |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Equity | 16. E QUITY For periods prior to the Merger Transaction, Hoya Intermediate had Senior Preferred Units, Preferred Units, and Common Units, described below, authorized, issued and outstanding. As described in Note 1, Background, Description of Business and Basis of Presentation Hoya Intermediate Senior Preferred Units, Preferred Units, and Common Units Prior to the Merger Transaction, Hoya Intermediate had authorized and issued 100 units of Redeemable Senior Preferred Units, 100 units of Redeemable Preferred Units and 100 common units. In connection with the Merger Transaction, the Senior Preferred Units and the Preferred Units were redeemed and no longer remain outstanding. As of December 31, 2022, 196,268,297 Intermediate Units are outstanding. VSI holds 40.5% of the outstanding Intermediate Units as of December 31, 2022, with the remainder held by Hoya Topco. VSI Class A Common Stock Holders of Class A common stock are entitled to full economic rights in VSI, including the right to receive dividends when and if declared by our Board, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Each holder of Class A common stock is entitled to one vote for each share of Class A common stock held. VSI Class B Common Stock Holders of Class B common stock do not have economic rights in VSI but are entitled to one vote for each share of Class B common stock held. Holders of Class B common stock receive one Intermediate Unit for each Class B share (see Note 15, Redeemable Noncontrolling Interest). Holders of Class A common stock and Class B common stock vote as a single class on all matters requiring a shareholder vote. Following the Merger Transaction, the quantity of Class A common stock and Class B common stock outstanding net of treasury stock is equal to the quantity of Intermediate Units outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Commitments and Contingencies | 11. C OMMITMENTS AND ONTINGENCIES Litigation From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in the opinion of management, could have a material effect on our business, financial position or results of operations other than those matters discussed herein. We are a co-defendant We received multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 We are a defendant in a lawsuit related to an alleged violation of the Illinois Biometric Information Privacy Act. We deny these allegations and intend to vigorously defend against this lawsuit. Based on the information currently available, we are unable to reasonably estimate a possible loss or range of possible losses. As a result, no litigation reserve has been recorded in the Condensed Consolidated Balance Sheets related to this matter. Other In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded states from imposing sales tax collection requirements on retailers without a physical presence in the state. In response, most states have already adopted laws that attempt to impose tax collection obligations on out-of-state Share Repurchase Program On May 25, 2022, our board of directors authorized a share repurchase program of our Class A common stock of up to $40.0 million (“Repurchase Program”). The Repurchase Program was announced on May 26, 2022 and was effective through March 31, 2023. For the period ended March 31, 2023, we repurchased 1.0 million shares of our Class A common stock for $7.6 million under the Repurchase Program and paid less than $0.1 million in commissions. Cumulatively under the Repurchase Program, we repurchased 5.3 million shares of our Class A common stock for $40.0 million and paid $0.1 million in commissions. The share repurchases are accounted for as Treasury stock in the Condensed Consolidated Balance Sheets. | 17. C OMMITMENTS AND ONTINGENCIES Purchase Obligations We enter into non-cancelable Litigation From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in the opinion of management, could have a material effect on our business, financial position or results of operations other than those matters discussed herein. We are a co-defendant We received multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 Other In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded states from imposing sales tax collection requirements on retailers without a physical presence in the state. In response, most states have already adopted laws that attempt to impose tax collection obligations on out-of-state Share Repurchase Program On May 25, 2022, our board of directors authorized a share repurchase program of our Class A Common Stock of up to $40.0 million (“Repurchase Program”). The Repurchase Program was announced on May 26, 2022 and will be effective until March 31, 2023. We may repurchase shares from time to time in open market transactions, through privately negotiated transactions or otherwise in accordance with applicable federal securities laws. The amount and timing of repurchases will depend upon market conditions and other factors including price. The Repurchase Program does not obligate us to acquire any particular amount of stock, and it may be terminated, modified, or suspended at any time at our discretion. The Repurchase Program commenced on July 5, 2022 upon the completion of the Exchange of our Public Warrants. As of December 31, 2022, we have repurchased 4.3 million shares of our Class A Common Stock for $32.5 million under the Repurchase Program. The share repurchases are accounted for as Treasury stock in the Consolidated Balance Sheets. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related-Party Transactions | 12. R ELATED ARTY RANSACTIONS Vivid Cheers Inc. In December 2020, Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit Viral Nation Inc. Viral Nation Inc. (“Viral Nation”) is a marketing agency that creates viral and social media influencer campaigns and provides advertising, marketing, and technology services. Todd Boehly, a member of our Board, is the co-founder, 25 Rolling Stone Rolling Stone is a high-profile magazine and media platform that focuses on music, film, TV, and news coverages. Todd Boehly, a member of our Board, is the co-founder, 20 Khoros, LLC Khoros, LLC (“Khoros”) is a social media engagement and management platform. Martin Taylor, a member of our Board, is a principal at Vista Equity Partners, which is one of our investors and a majority owner of Khoros. We incurred an expense of less than $0.1 million for the three months ended March 31, 2023, which is presented in General and administrative expenses in the Consolidated Statements of Operations. There was no expense for the three months ended March 31, 2022. | 18. R ELATED ARTY RANSACTIONS Vivid Cheers Inc. In December 2020, Vivid Cheers Inc. (“Vivid Cheers”) was incorporated as a non-profit statement of activities with its financial results. We made charitable contributions of $0.6 million and $2.4 million for the years ended December 31, 2022 and 2021, respectively to Vivid Cheers. We had no accrued charitable contributions payable as of December 31, 2022 and had $1.3 million of accrued charitable contributions payable as of December 31, 2021, which is included in Accrued expenses and other current liabilities in the Consolidated Balance Sheet. Viral Nation Inc. Viral Nation Inc. (“Viral Nation”) is a marketing agency that creates viral and social media influencer campaigns and provides advertising, marketing, and technology services. Todd Boehly, a member of our Board, is the co-founder, Rolling Stone Rolling Stone is a high-profile magazine and media platform that focuses on music, film, TV, and news coverages. Todd Boehly, a member of our Board, is the co-founder, 20 Khoros, LLC Khoros, LLC (“Khoros”) is a social media engagement and management platform. Martin Taylor, a member of our Board, is a principal at Vista Equity Partners, which is one of our investors and a majority owner of Khoros. We incurred an expense of $0.1 million and zero for the years ended December 31, 2022 and 2021, respectively, which is presented in General and administrative expenses in the Consolidated Statements of Operations. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 13. I NCOME AXES We recorded a valuation allowance against our net deferred tax asset as of March 31, 2023 and December 31, 2022. We expect to continue maintaining a full valuation allowance on our net deferred tax asset until there is sufficient positive evidence to support the reversal of a portion of this allowance. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 3 to 6 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion or the entirety of the valuation allowance will no longer be necessary to be recorded against our net deferred tax asset. Release of the valuation allowance would result in the recognition of previously unrecognized deferred tax assets and an income tax benefit in the period in which the release of the valuation allowance is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of positive evidence becoming available. For the three months ended March 31, 2023 and 2022, we recorded a $0.3 million and $0.1 million income tax expense in continuing operations, respectively. Our effective income tax rate differs from the 21% U.S. federal statutory rate due to a non-controlling | 19. I NCOME AXES We are subject to U.S. federal and state income taxes with respect to our allocable share of any taxable income or loss of Hoya Intermediate, as well as any stand-alone income or loss we generate. Hoya Intermediate is organized as a limited liability company and treated as a partnership for federal tax purposes, with the exception to the Canadian operations of Vivid Seats Canada Ltd. (formerly Fanxchange Ltd.), which we acquired in 2019. Hoya Intermediate’s taxable income or loss is passed through to its members, including VSI. VSI files and pays corporate income taxes for U.S. federal and state income tax purposes. We anticipate this structure to remain in existence for the foreseeable future. Components of (loss) income from continuing operations before income taxes for the years ended December 31 were as follows (in thousands): 2022 2021 2020 United States $ 68,416 $ (17,859 ) $ (763,664 ) Foreign 773 (966 ) (10,521 ) Total (loss) income before income taxes $ 69,189 $ (18,825 ) $ (774,185 ) Prior to 2021, we did not incur material amounts of income tax expense or have material income tax liability or deferred tax balances. During the years ended December 31, 2022 and 2021, significant components of income tax (expense) benefit were as follows (in thousands): 2022 2021 Current U.S. Federal $ 15 $ — State & Local 248 304 Foreign — — Total current income tax expense (benefit) 263 304 Deferred U.S. Federal — — State & Local — — Foreign (1,853 ) — Total deferred income tax expense (benefit) (1,853 ) — Total income tax expense (benefit) $ (1,590 ) $ 304 A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% for 2022 and 2021 to our income tax (expense) benefit was as follows: 2022 2021 At U.S. statutory tax rate 21.0 % 21.0 % State income taxes 1.8 % (1.1 )% Foreign rate differential 0.1 % 0.3 % Pass-through loss / (income) — % (14.3 )% Noncontrolling interest (12.3 )% (2.7 )% Change in valuation allowance (23.1 )% (3.5 )% Deferred tax partnership adjustment 10.1 % — % Warrants remeasurement — % (1.4 )% Research & Development Credit (0.5 )% — % Other 0.6 % 0.1 % Total income tax expense (benefit) (2.3 )% (1.6 )% As of December 31, 2022 and 2021, our deferred tax balances consisted of the following (in thousands): 2022 2021 Deferred Tax Assets Net operating loss $ 12,740 $ 9,670 Interest carryforwards 15,919 15,206 Investment in partnerships 91,302 120,706 Other 748 132 Total deferred tax assets 120,709 145,714 Valuation allowance (118,734 ) (145,668 ) Total deferred tax assets net of valuation allowance 1,975 46 Deferred Tax Liabilities Other 122 46 Total Deferred Tax Liabilities 122 46 Net Deferred Tax Assets / (Liabilities) $ 1,853 $ — We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized. Valuation allowances have been established primarily with regard to the tax benefits of certain net operating losses, tax credits, as well as its investment in partnership. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. After considering all those factors, we recorded a $118.7 million valuation allowance against our deferred tax assets, as we have determined these assets are not more likely than not to be realized as of December 31, 2022. Excluded from the deferred tax asset for investment in partnerships above is a portion of the income tax basis in the partnership investment which will only reverse upon sale as a capital loss. As the Company does not expect to have sufficient sources of future capital gains to offset this future capital loss, the Company has not recorded a deferred tax asset for this portion of the basis difference in the investment in the partnership. The deferred tax asset valuation allowance and changes were as follows (in thousands): 2022 2021 Balance at beginning of period $ 145,668 $ 1,828 Other (1) (6,154 ) — Charged to costs and expenses (15,961 ) 646 (Credited) charged to other accounts (4,819 ) 143,194 Deductions — — Ending balance $ 118,734 $ 145,668 (1) This relates to a true-up As of December 31, 2022, we determined that there is sufficient positive evidence to conclude that it is more likely than not that our Canadian deferred taxes of $1.9 million are realizable. We therefore reduced the valuation allowance accordingly. We expect to continue maintaining a full valuation allowance on our U.S. net deferred tax asset until there is sufficient positive evidence to support the reversal of a portion of this allowance. However, given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 3-6 At December 31, 2022, we had U.S. state operating loss carryforwards totaling $23.0 million, U.S. federal operating loss carryforwards totaling $45.5 million. The U.S. federal and state operating loss carryforwards begin to expire in 2029 with $46.4 million of the operating loss carryforwards having no expiration date. At December 31, 2022, with respect to our operations outside the U.S., we had foreign operating loss carryforwards totaling $5.3 million. The foreign operating loss carryforwards begin to expire in 2037. At December 31, 2022, we were not indefinitely reinvested on undistributed earnings from our foreign operations and the deferred tax liability associated with the future repatriation of these earnings is expected to be immaterial. ASC 740, Income Taxes, prescribes a recognition threshold of more-likely-than not to be sustained upon examination as it relates to the accounting for uncertainty in income tax benefits recognized in an enterprise’s financial statements. Our unrecognized tax benefits which relate to a tax refund are as follows: 2022 Balance at beginning of the year $ — Tax positions taken in the prior year 7,500 Balance at end of the year $ 7,500 We classified interest and penalties associated with income taxes in income tax expense (benefit) within the consolidated statements of operations. We did not recognize any interest and penalties during 2022. There was no liability recognized related to interest and penalties as of December 31, 2022. The total amount of gross unrecognized tax benefits that, if recognized, would impact the effective tax rate is $7.5 million as of December 31, 2022. We are subject to routine audits by taxing jurisdictions. The periods subject to tax audits are 2018 through 2022. There are currently no audits for any tax periods in progress. |
Equity Based Compensation
Equity Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Equity-Based Compensation | 14. E QUITY ASED OMPENSATION The 2021 Incentive Award Plan (“2021 Plan”) was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, directors and consultants. The 2021 Plan became effective on October 18, 2021 upon closing of the Merger Transaction. Restricted Stock Units (“RSUs”) On March 11, 2023, we granted 2.5 million RSUs to certain employees at a weighted average grant date fair value of $7.17 per share. RSUs granted to employees vest over three years, with one-third one-year We account for forfeitures of outstanding, but unvested grants, in the period they occur. During the three months ended March 31, 2023, there were less than 0.1 million RSUs forfeited. During the three months ended March 31, 2023 and 2022, 0.5 million and less than 0.1 million RSUs vested, respectively. At March 31, 2023, we had 4.5 million total RSUs outstanding and 2.6 million RSUs were outstanding at December 31, 2022. Stock options On March 10, 2023, we granted 3.6 million stock options at an exercise price of $7.17 to certain employees. The grant date fair value is $3.30 per option. Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant date. These stock options vest over three years, with one-third one-year Volatility 42.0 % Expected term (years) 5.9 Risk-free rate 3.9 % Dividend yield 0.0 % At March 31, 2023, there were 9.7 million total stock options outstanding and 6.1 million stock options were outstanding as of December 31, 2022. No stock options were exercised during the three months ended March 31, 2023. During the three months ended March 31, 2023, there were less than 0.1 million stock options forfeited or expired. Compensation expense For the three months ended March 31, 2023, equity-based compensation expense related to RSUs was $2.7 million compared to $1.3 million for the three months ended March 31, 2022. Unrecognized compensation expense relating to unvested RSUs as of March 31, 2023, was $41.7 million, which is expected to be recognized over a weighted average period of approximately three years. For the three months ended March 31, 2023, equity-based compensation expense related to stock options was $1.8 million compared to $1.1 million for the three months ended March 31, 2022. Unrecognized compensation expense relating to unvested stock options as of March 31, 2023, was $29.1 million, which is expected to be recognized over a weighted average period of approximately three years. For the three months ended March 31, 2023 and 2022, equity-based compensation expense related to profit interests was $1.0 million. Unrecognized compensation expense as of March 31, 2023 related to these incentive units was $3.5 million, which is expected to be recognized over a weighted average period of approximately two years. For the three months ended March 31, 2023, equity-based compensation expense excludes $0.5 million related to capitalized development costs. | 20. E QUITY ASED OMPENSATION The 2021 Incentive Award Plan (“2021 Plan”) was approved and adopted to facilitate the grant of equity incentive awards to our employees, directors and consultants. The 2021 Plan became effective on October 18, 2021 upon closing of the Merger Transaction. RSUs We award RSUs to our employees, directors and consultants. RSUs vest generally over periods from one to three years from issuance. We account for forfeitures of outstanding, but unvested grants, in the period they occur. A summary of activity for RSUs is as follows (in thousands): Shares Weighted-Average Unvested at December 31, 2021 1,378 $ 12.86 Granted 1,787 9.92 Forfeited (290 ) 11.24 Vested (324 ) 12.86 Unvested at December 31, 2022 2,551 $ 10.99 Stock options On October 19, 2021, we granted 3.1 million stock options at an exercise price of $13.09 and 1.0 million stock options at an exercise price of $15.00 to certain employees. The fair value of stock options granted during 2021 is estimated on the grant date using the Hull-White model. On March 11 ,2022, we granted 2.6 million stock options at an exercise price of $10.26 and grant fair value of $3.99 per option, and on November 11, 2022, we granted 0.1 million stock options at an exercise price of $8.22 and grant fair value of $3.66, to certain employees. The fair value of stock options granted during 2022 is estimated on the grant date using the Black-Scholes model. Stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant date. These stock options vest over three years, with one-third one-year The following assumptions were used to calculate the fair value of our stock awards: November 11, March 11, 2022 October 19, Estimated volatility 40.0 % 37.5 % 28.0 % Expected term (years) 5.9 5.9 10.0 Risk-free rate 3.9 % 2.0 % 1.7 % Expected dividend yield 0.0 % 0.0 % 0.0 % A summary of activity for stock options is as follows (in thousands): Outstanding Weighted Weighted Aggregate Outstanding at December 31, 2021 4.1 $ 13.39 Granted 2.7 10.17 Forfeited (0.6 ) 12.03 Expired (0.1 ) 13.39 Outstanding at December 31, 2022 6.1 $ 12.09 9 $ — Vested and exercisable at December 31, 2022 1.0 $ 13.38 9 $ — No options were vested and exercisable as of December 31, 2021. The weighted-average grant-date fair value per stock options outstanding as of December 31, 2022 and 2021 was $3.82 and $3.71, respectively. The weighted-average grant-date fair value for stock options forfeited was $3.83 during the year ended December 31, 2022. The weighted-average grant-date fair value for stock options vested was $3.71 during the year ended December 31, 2022. During 2022, the total fair value of options vested was $3.5 million. Profits interest and Phantom Units Prior to the Merger Transaction, certain members of management received equity-based compensation awards for profits interest in Hoya Topco in the form of Incentive Units, Phantom Units, Class D Units, and Class E Units. Each incentive unit vests ratably over five years and accelerates upon a change in control of Hoya Topco. We do not expect any future profits interest to be granted after the Merger Transaction. The fair value of the incentive units granted is estimated using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires certain subjective inputs and assumptions, including the fair value Hoya Topco’s equity, the expected term, risk-free interest rates, and expected equity volatility. The fair value of incentive units is recognized as equity-based compensation expense on a straight-line basis over the requisite service period. We account for forfeitures as they occur. Changes in assumptions made on expected term, the risk-free rate of interest, and expected volatility can materially impact the estimate of fair value and ultimately how much share-based compensation expense is recognized. The expected term is estimated based on the timing and probabilities until a major liquidity event. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and corresponds to the expected term. The expected volatility is estimated on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies. The following table summarizes the Hoya Topco Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2022, 2021, and 2020: Class B-1 Class D Units Class E Units Number of Weighted Number of Weighted Number of Weighted Balances at January 1, 2020 — — 832,510 $ 15.63 500,765 $ 25.46 Units granted 905,000 2.32 1,755,000 0.89 — — Units repurchased — — (97,604 ) 15.95 — — Units forfeited (50,000 ) 2.32 (441,666 ) 7.81 — — Balances at December 31, 2020 855,000 $ 2.32 2,048,240 $ 4.67 500,765 $ 25.46 Units granted — — — — — — Units repurchased — — — — — — Units forfeited (10,000 ) 2.32 (60,400 ) 7.01 — — Balances at December 31, 2021 845,000 $ 2.32 1,987,840 $ 4.60 500,765 $ 25.46 Units granted — — — — — — Units repurchased — — — — — — Units forfeited (9,000 ) 2.32 (35,510 ) 2.91 — — Balances at December 31, 2022 836,000 $ 2.32 1,952,330 $ 4.60 500,765 $ 25.46 Compensation expense For the years ended December 31, 2022, 2021 and 2020, equity-based compensation expense related to RSUs was $8.4 million, $0.8 million and zero, respectively. Unrecognized compensation expense relating to unvested RSUs as of December 31, 2022, was approximately $26.6 million, which is expected to be recognized over a weighted average period of approximately three years. For the years ended December 31, 2022, 2021 and 2020, equity-based compensation expense related to stock options was $6.2 million, $0.8 million and zero, respectively. Unrecognized compensation expense relating to unvested stock options as of December 31, 2022, was approximately $19.1 million, which is expected to be recognized over a weighted average period of approximately three years. For the years ended December 31, 2022, 2021 and 2020, equity-based compensation expense related to profit interests was $4.5 million, $4.4 million and $4.3 million, respectively. Unrecognized compensation expense as of December 31, 2022 related to these incentive units was $4.5 million, which is expected to be recognized over a weighted average period of approximately two years. For the year ended December 31, 2022, equity-based compensation expense excludes $0.1 million related to capitalized development costs. Our Board declared a special dividend of $0.23 per share to holders of Class A common stock on October 18, 2021, which we paid on November 2, 2021. On November 2, 2021, the exercise price of outstanding options was modified and reduced by the same $0.23 per share. The amount recognized in the compensation expense relating to stock option modifications for the year ended December 31, 2021 is immaterial. |
Earnings Per Share
Earnings Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share | 15. E ARNINGS ER HARE We calculate basic and diluted net income per share of Class A common stock in accordance with ASC 260, Earnings per Share. Class B common stock does not have economic rights in VSI and as a result, is not considered a participating security for basic and diluted income per share. As such, basic and diluted income per share of Class B common stock has not been presented. However, holders of Class B common stock are allocated income in Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter. Net income attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income incurred in each quarterly period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period. Hoya Topco has the right to exchange its Intermediate Units for shares of VSI Class A common stock on a one-to-one The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interest (in thousands): Three Months Ended Three Months Ended Net income—Hoya Intermediate $ 30,272 $ 3,138 Hoya Topco’s weighted average % allocation of Hoya Intermediate’s net income (loss) 59.8 % 59.9 % Net income attributable to Hoya Topco’s redeemable noncontrolling interests $ 18,090 $ 1,879 Net income to Class A common stock–basic is calculated by subtracting the portion of Hoya Intermediate’s net income attributable to redeemable noncontrolling interests from our total net income, which includes our net income for activities outside of our investment in Hoya Intermediate as well as the full results of Hoya Intermediate on a consolidated basis. Net income per Class A common stock–diluted is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted The following tables set forth the computation of basic and diluted net income per share of Class A common stock for the periods where we had Class A and Class B common stock outstanding (in thousands, except share and per share data): Three Months Ended Three Months Ended Numerator—basic: Net income $ 30,272 $ 3,138 Less: Income attributable to redeemable noncontrolling interests 18,090 1,879 Net income attributable to Class A Common Stockholders—basic 12,182 1,259 Denominator—basic: Weighted average Class A common stock outstanding—basic 77,410,820 79,151,929 Net income per Class A common stock—basic $ 0.16 $ 0.02 Numerator—diluted: Net income attributable to Class A Common Stockholders—basic $ 12,182 $ 1,259 Net income effect of dilutive securities: Effect of dilutive Noncontrolling Interest 16,849 1,720 Effect of Exercise Warrants — 9 Effect of RSUs 20 — Net income attributable to Class A Common Stockholders—diluted 29,051 2,988 Denominator—diluted: Weighted average Class A common stock outstanding—basic 77,410,820 79,151,929 Weighted average effect of dilutive securities: Effect of dilutive Noncontrolling Interest 118,200,000 118,200,000 Effect of Exercise Warrants — 1,035,625 Effect of RSUs 213,162 26,593 Weighted average Class A common stock outstanding—diluted 195,823,982 198,414,147 Net income per Class A common stock—diluted $ 0.15 $ 0.02 Potential shares of common stock are excluded from the computation of diluted net income per share if their effect would have been anti-dilutive for the period presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. The following tables present potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented that could potentially dilute earnings per share in the future: Three Months Ended Three Months Ended RSUs 991,301 1,292,011 Stock options 9,698,759 6,660,995 Public Warrants and Private Warrants 13,286,644 24,652,569 Exercise Warrants 34,000,000 17,000,000 Hoya Intermediate Warrants 6,000,000 6,000,000 Noncontrolling Interest — — | 21. E ARNINGS ER HARE We calculate basic and diluted net income (loss) per share of Class A common stock in accordance with ASC 260, Earnings per Share. Net loss attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income (loss) incurred in each quarterly period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period. The following table provides the net income (loss) attributable to Hoya Topco’s redeemable noncontrolling interest for the year ended December 31, 2022 and the period from October 18, 2021 to December 31, 2021: 2022 2021 Net income (loss)—Hoya Intermediate $ 70,794 $ (5,024 ) Hoya Topco’s weighted average % allocation of Hoya Intermediate’s net income (loss) 59.5 % 59.9 % Net income (loss) attributable to Hoya Topco’s redeemable noncontrolling interests $ 42,117 $ (3,010 ) Net income (loss) to Class A common stock–basic is calculated by subtracting the portion of Hoya Intermediate’s net loss attributable to redeemable noncontrolling interests from our total net loss, which includes our net loss for activities outside of our investment in Hoya Intermediate as well as the full results of Hoya Intermediate on a consolidated basis. Net income (loss) per Class A common stock–diluted is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted The following tables set forth the computation of basic and diluted net income (loss) per share of Class A common stock for the year ended December 31, 2022 and the period from October 18, 2021 to December 31, 2021 where we had Class A and Class B common stock outstanding (in thousands, except share and per share data): 2022 2021 Numerator—basic: Net income (loss) $ 70,779 $ (6,293 ) Less: (Income) loss attributable to redeemable noncontrolling interests (42,117 ) 3,010 Net income (loss) attributable to Class A Common Stockholders—basic 28,662 (3,283 ) Denominator—basic: Weighted average Class A common stock outstanding—basic 80,257,247 77,498,775 Net income (loss) per Class A common stock—basic $ 0.36 $ (0.04 ) Numerator—diluted: Net income (loss) attributable to Class A Common Stockholders—basic $ 28,662 $ (3,283 ) Net income (loss) effect of dilutive securities: Effect of dilutive Exercise Warrants 55 — Effect of dilutive RSUs 6 — Effect of dilutive noncontrolling interests 42,056 — Effect of dilutive Hoya Intermediate Warrants — (123 ) Net income (loss) attributable to Class A Common Stockholders—diluted 70,779 (3,406 ) Denominator—diluted: Weighted average Class A common stock outstanding—basic 80,257,247 77,498,775 Weighted average effect of dilutive securities: Effect of dilutive Exercise Warrants 258,906 — Effect of dilutive RSUs 28,228 — Effect of dilutive noncontrolling interests 118,200,000 — Weighted average Class A common stock outstanding—diluted 198,744,381 77,498,775 Net income (loss) per Class A common stock—diluted $ 0.36 $ (0.04 ) Potential shares of common stock are excluded from the computation of diluted net income per share if their effect would have been anti-dilutive for the period presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. The following tables present potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented that could potentially dilute earnings per share in the future: 2022 2021 RSUs 1,224,919 1,378,111 Stock options 6,300,837 4,061,486 Public Warrants and Private Warrants 13,286,644 24,652,569 Exercise Warrants 17,000,000 34,000,000 Hoya Intermediate Warrants 6,000,000 4,000,000 Shares of Class B common stock — 118,200,000 We analyzed the calculation of income (loss) per share for periods prior to the Merger Transaction and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements. Therefore, income (loss) per share information has not been presented for periods prior to the Merger Transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Vivid Seats Inc | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Use of Estimates | Use of Estimates |
Hoya Intermediate, LLC | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
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, we monitor the credit standing of the financial institutions that hold our cash and cash equivalents. However, balances could be impacted in the future if underlying financial institutions fail. As of December 31, 2022 and 2021, we have not experienced any loss or lack of access to its cash and cash equivalents. |
Restricted Cash | Restricted Cash |
Accounts Receivable and Credit Policies | Accounts Receivable and Credit Policies $1.0 million and $7.2 million of the Accounts receivable balance at December 31, 2022 and 2021, respectively, consisted of amounts due from marketplace ticket sellers for cancelled event tickets. We recorded an allowance for doubtful accounts of $0.1 million and $1.4 million at December 31, 2022 and 2021, respectively, to reflect potential challenges in collecting funds from marketplace ticket sellers. The allowance for doubtful accounts decreased during 2022 as ticket sellers on the marketplace platform repaid their outstanding balances or uncollectable amounts were written off. Accounts receivable balances are stated net of allowance for doubtful accounts and bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations. $11.7 million and $14.5 million of the Accounts receivable balance at December 31, 2022 and 2021, respectively, consisted of amounts due from distribution partners for cancellation charges, primarily related to cancelled events. We recorded an allowance for doubtful accounts of $3.6 million and $1.6 million at December 31, 2022 and 2021, respectively, to reflect potential challenges in collecting funds from distribution partners, particularly for amounts due upon usage of store credit previously issued to buyers. Accounts receivable balances are stated net of allowance for doubtful accounts and bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations. Write-offs were $4.9 million, $1.0 million, and less than $0.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
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. |
Long-Lived Assets Impairment Assessments | Long-Lived Assets Impairment Assessments During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. We recorded an impairment charge as a result of those assessments. Refer to Note 6, Impairments |
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 We review our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If circumstances require a definite-lived intangible asset or its asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that definite-lived intangible asset or asset group to its carrying amount. If the carrying amount of the definite-lived intangible asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. The fair value of our definite-lived intangible assets or asset group is determined using both the market approach and income approach, utilizing Level 3 inputs. Definite-lived intangible assets are amortized on a straight-line basis over their estimated 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 Customer relationships 2-5 years During the second quarter of 2020, we determined a triggering event occurred that required us to evaluate our long-lived assets for impairment. We recorded an impairment charge as a result of those assessments. Refer to Note 6, Impairments |
Capitalized Development Costs | Capitalized Development Costs internal-use |
Accrued Customers Credits | Accrued Customer Credits |
Accrued Future Customer Compensation | Accrued Future Customer Compensation |
Income Taxes | Income Taxes Following the Merger Transaction, our parent legal entity is VSI. We are subject to income taxes at the U.S. federal, state, and local levels for income tax purposes, including with respect to our allocable share of any taxable income of Hoya Intermediate. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences on differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is “more-likely-than not” that some portion or all of the deferred tax assets will not be realized. The realization of the deferred tax assets is dependent on the amount of our future taxable income. We recognize interest and penalties related to underpayment of income taxes in Income tax expense on the Consolidated Statements of Operations. To date, the interest or penalties incurred related to income taxes have not been material. Tax Receivable Agreement |
Debt | Debt write-off |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1 Level 2 Level 3 Our assets and liabilities measured at fair value on a recurring basis are presented in Note 12, Debt, Financial Instruments non-financial Goodwill and Intangible Assets |
Warrants | Warrants Distinguishing Liabilities from Equity, 815-40, Derivatives and Hedging: Contracts in an Entity’s Own Equity |
Redeemable noncontrolling interests | Redeemable Noncontrolling Interests one-to-one As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within our control, we classify our redeemable noncontrolling interests as temporary equity. The redeemable noncontrolling interests were initially measured at Hoya Topco’s share in the net assets of Hoya Intermediate upon consummation of the Merger Transaction. Subsequent remeasurements of our redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces retained earnings, if any, or additional paid-in |
Offering costs | Offering costs Expenses of Offering paid-in |
Equity-Based Compensation | Equity-Based Compensation Prior to the Merger Transaction, certain members of management received profit interests in Hoya Topco and Phantom units in a cash bonus pool funded by Hoya Topco. Under Accounting Standards Codification (“ASC”) 718, Compensation–Stock Compensation Distinguishing Liabilities from Equity For the profit interests and Phantom units, we used a market-based approach to determine the total equity value of Hoya Topco and allocate the resulting value between share classes using the Black-Scholes option pricing model to determine the grant date fair value of employee grants. The exercise prices used are based on various scenarios considering the waterfall payout structure of the units that exists at the Hoya Topco level. For Phantom Units with service and performance conditions, we recognize a liability for the fair value of the outstanding units only when we conclude it is probable that the performance condition will be achieved. As of December 31, 2022 and 2021, it is not probable the performance condition will be achieved. |
Segment Reporting | Segment Reporting— |
Revenue Recognition | Revenue Recognition Revenue from Contracts with Customers Marketplace We act as an intermediary between ticket buyers and sellers in our online secondary ticketing marketplace. Revenue primarily consists of service fees from ticketing operations and is reduced by incentives provided to ticket buyers. We have one primary performance obligation, facilitating the Marketplace transaction between the ticket buyers and sellers, which is satisfied at the time the order is confirmed. In this transaction, we act as an agent as we do not control the ticket prior to transferring it to the ticket buyer. Revenue is recognized net of the amount due to the ticket seller when the seller confirms an order with the ticket buyer, at which point the seller is obligated to deliver the tickets to the buyer in accordance with the original marketplace listing. Payment from the ticket buyer is due at the time of sale. Our sales terms provide that we will compensate the ticket buyer for the total amount of the purchase if an event is cancelled, the ticket is invalid, or if the ticket is delivered after the promised time. We have determined this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The revenue reversal is reflected within Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the buyer has yet to be compensated. We estimate the customer compensation liability, and corresponding charge against revenue, using the expected value method, which best predicts customer compensation for future cancellations. To the extent we estimate that a portion of the refund is recoverable from ticket sellers or distribution partners, we record the recovery as revenue to align with the net presentation of the original transaction. In extreme circumstances, such as the COVID-related shutdowns during 2020, the timing of event cancellations versus new sales transactions can result in customer compensation costs exceeding current period sales resulting in negative marketplace revenue for that period. In certain instances, ticket buyers are compensated with credit to be used on future purchases. When a credit is redeemed, revenue is recognized for the newly placed order. Breakage income from customer credits that are not expected to be used, and not subject to escheatment, is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used. We also earn referral commissions on purchases of third-party insurance services by ticket buyers at the time of sale of the associated ticket on the Marketplace platform. Referral commissions are recognized as revenue when the ticket buyer makes a purchase from the third-party insurance provider during customer checkout. Payment from the third-party provider is due to us net 30 from when invoiced. This revenue is included within all categories of Marketplace disaggregated revenue described in Note 4, Revenue Recognition We earn revenue from our daily fantasy sports offering, which is the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives in a period. Resale We sell tickets we own on secondary ticket marketplaces. The Resale business has one performance obligation, which is to transfer control of a live event ticket to a ticket buyer once an order has been confirmed. We act as a principal in these transactions as we own the ticket and therefore we control the ticket prior to transferring the ticket to the customer. Revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed in the secondary ticket marketplace. Payment from the marketplace is typically due upon delivery of the ticket or after the event has passed. Secondary ticket marketplace terms and conditions require sellers to repay amounts received for events that are cancelled or tickets that are invalid or delivered after the promised time. We have determined that this obligation is a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. We recognize a liability for known and estimated cancellation charges within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. We estimate the future customer compensation liability, and corresponding charge against revenue, using the expected value method. To the extent we estimate that a portion of the charge is recoverable from the event host, we record the estimated recovery asset to Prepaid expenses and other current assets. When our Resale business sells a ticket in our own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues. Deferred Revenue Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. The majority of the unsatisfied performance obligations are related to our loyalty program, Vivid Seats Rewards. Vivid Seats Rewards allows ticket buyers to earn stamps for each ticket purchased, which convert to credits upon reaching certain thresholds. Buyers can redeem those credits on future transactions. The credits earned in the program represent a material right to the ticket buyer and constitute an additional performance obligation for us. As such, we defer revenue based on expected future usage and recognize the deferred revenue as credits are redeemed. Revenue from sales of contingent events, such as postseason sporting events, is initially recorded as Deferred revenue in the Consolidated Balance Sheets and is recognized when the contingency is resolved. |
Sales Tax | Sales Tax |
Advertising Costs | Advertising Costs e-mail |
Shipping and Handling | Shipping and Handling are ac |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we are provided the option to adopt new or revised accounting guidance either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public Issued accounting standards adopted |
Leases | Leases 2016-02, ees to right-of-use right-of-use transition period available to emerging growth companies and adopted Accounting Standards Codification (“ASC”) 842 effective January 1, 2022 on a modified retrospective basis by applying the new standard to all leases existing at the date of initial application. We elected to present the financial statements for all periods prior to January 1, 2022 under the previous lease standard (“ASC 840”), as well as elected other options, which allow us to use our previous evaluations regarding if an arrangement contains a lease, if a lease is an operating or financing lease, and what costs are capitalized as initial direct costs prior to adoption. We also elected to combine lease and non-lease Upon the adoption of the new lease standard, on January 1, 2022, we recognized right-of-use right-of-use Leases |
Financial Instruments Credit Losses | 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 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Background, Description of Bu_2
Background, Description of Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summery of correction in Cash Flows statement [Table Text Block] | The impact of this correction in the Consolidated Statement of Cash Flows for the year ended December 31, 2021 is as follows: As Reported As Restated Cash flows from operating activities Deferred paid-in-kind $ — $ (44,141 ) Net cash provided by operating activities 219,931 175,790 Cash flows from financing activities Payments of May 2020 First Lien Loan (304,141 ) (260,000 ) Net cash (used in) provided by financing activities (6,113 ) 38,028 Supplemental disclosure of cash flow information: Cash paid for interest 28,595 72,736 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Schedule of Estimated Useful Life | Depreciation is computed using the straight-line method over the following estimated useful lives: Asset Class Useful Life Computer Equipment 5 years Purchased Software 3 years Furniture and Fixtures 7 years |
Schedule of Definite-Lived Intangible Assets Amortized | Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives: Asset Class Useful Life Non-competition 3 years Supplier relationships 4 years Developed technology 3-5 Customer relationships 2-5 years |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 48 Restricted cash 245 Accounts receivable 78 Prepaid expenses and other current assets 60 Intangible assets 4,430 Goodwill 31,931 Accounts payable (1,180 ) Accrued expenses and other current liabilities (677 ) Net assets acquired $ 34,935 |
Schedule of Purchase Consideration | The following table summarizes the purchase consideration (in thousands): Fair value of common stock $ 21,306 Cash consideration 759 Fair value of milestone payments 9,470 Fair value of earnouts 3,400 Total purchase consideration $ 34,935 |
Schedule of Components of Intangible Assets Acquired | The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition (in thousands): Cost Estimated Useful Customer relationships 1,530 2 years Developed technology 2,900 5 years Total acquired intangible assets $ 4,430 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Schedule of Market Place Revenues | Marketplace revenues consisted of the following (in thousands): Three Months Ended March 31, 2023 2022 Marketplace revenues: Owned Properties $ 102,815 $ 83,666 Private Label 33,766 26,850 Total Marketplace revenues $ 136,581 $ 110,516 Marketplace revenues consisted of the following event categories (in thousands): Three Months Ended March 31, 2023 2022 Marketplace revenues: Concerts $ 74,879 $ 58,673 Sports 45,600 38,915 Theater 15,390 12,615 Other 712 313 Total Marketplace revenues $ 136,581 $ 110,516 | During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the following (in thousands): 2022 2021 2020 Marketplace revenues: Owned Properties $ 400,413 $ 308,226 $ 24,188 Private Label 110,681 81,442 (907 ) Total Marketplace revenues $ 511,094 $ 389,668 $ 23,281 During the years ended December 31, 2022, 2021, and 2020 Marketplace revenues consisted of the following event categories (in thousands): 2022 2021 2020 Marketplace revenues: Concerts $ 251,423 $ 171,149 $ 15,775 Sports 196,467 175,471 3,484 Theater 61,483 41,745 3,759 Other 1,721 1,303 263 Total Marketplace revenues $ 511,094 $ 389,668 $ 23,281 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Schedule of Segment Information | The following tables represent our segment information (in thousands): Three Months Ended March 31, 2023 Marketplace Resale Consolidated Revenues $ 136,581 $ 24,482 $ 161,063 Cost of revenues (exclusive of depreciation and amortization shown separately below) 20,060 17,700 37,760 Marketing and selling 54,772 — 54,772 Contribution margin $ 61,749 $ 6,782 68,531 General and administrative 32,389 Depreciation and amortization 2,598 Change in fair value of contingent consideration 34 Income from operations 33,510 Interest expense – net 3,280 Other income (327 ) Income before income taxes $ 30,557 Three Months Ended March 31, 2022 Marketplace Resale Consolidated Revenues $ 110,516 $ 20,256 $ 130,772 Cost of revenues (exclusive of depreciation and amortization shown separately below) 16,409 15,755 32,164 Marketing and selling 54,228 — 54,228 Contribution margin $ 39,879 $ 4,501 44,380 General and administrative 29,275 Depreciation and amortization 1,385 Income from operations 13,720 Interest expense – net 3,942 Loss on extinguishment of debt 4,285 Other expenses 2,279 Income before income taxes $ 3,214 | The following table represents our segment information for the year ended December 31, 2022 (in thousands): Marketplace Resale Consolidated Revenues $ 511,094 $ 89,180 $ 600,274 Cost of revenues (exclusive of depreciation and amortization shown separately below) 73,126 67,382 140,508 Marketing and selling 248,375 — 248,375 Contribution margin $ 189,593 $ 21,798 211,391 General and administrative 127,619 Depreciation and amortization 7,732 Change in fair value of contingent consideration (2,065 ) Income from operations 78,105 Interest expense – net 12,858 Loss on extinguishment of debt 4,285 Other income (8,227 ) Income before income taxes $ 69,189 The following table represents our segment information for the year ended December 31, 2021 (in thousands): Marketplace Resale Consolidated Revenues $ 389,668 $ 53,370 $ 443,038 Cost of revenues (exclusive of depreciation and amortization shown separately below) 51,702 38,915 90,617 Marketing and selling 181,358 — 181,358 Contribution margin $ 156,608 $ 14,455 171,063 General and administrative 92,170 Depreciation and amortization 2,322 Income from operations 76,571 Interest expense – net 58,179 Loss on extinguishment of debt 35,828 Other expenses 1,389 Loss before income taxes $ (18,825 ) The following table represents our segment information for the year ended December 31, 2020 (in thousands): Marketplace Resale Consolidated Revenues $ 23,281 $ 11,796 $ 35,077 Cost of revenues (exclusive of depreciation and amortization shown separately below) 13,741 10,949 24,690 Marketing and selling 38,121 — 38,121 Contribution margin $ (28,581 ) $ 847 (27,734 ) General and administrative 66,199 Depreciation and amortization 48,247 Impairment charges 573,838 Loss from operations (716,018 ) Interest expense - net 57,482 Loss on extinguishment of debt 685 Net loss $ (774,185 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table summarizes our major classes of property and equipment, net of accumulated depreciation (in thousands): 2022 2021 Computer equipment $ 1,935 $ 568 Furniture 1,625 — Leasehold Improvements 7,467 — Construction in progress — 564 Total property and equipment 11,027 1,132 Less: accumulated depreciation 596 50 Total property and equipment – net $ 10,431 $ 1,082 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Future lease payments | Future lease payments at December 31, 2022 are as follows (in thousands): Operating Leases 2023 906 2024 2,030 2025 2,450 2026 2,471 2027 2,436 2028 2,486 Thereafter 9,817 Total remaining lease payments 22,596 Less: Imputed interest 7,104 Present value of lease liabilities $ 15,492 Future lease payments at December 31, 2021 under ASC 840 were as follows (in thousands): Operating Leases 2022 3,437 2023 905 2024 2,038 2025 2,458 2026 2,477 Thereafter 14,736 Total remaining lease payments $ 26,051 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Schedule of Goodwill and Intangible Assets | The net changes in the carrying amounts of our intangible assets and goodwill were as follows (in thousands): Definite-lived Trademark Goodwill Balance at January 1, 2023 $ 17,310 $ 64,666 $ 715,258 Capitalized development costs 2,082 — — Amortization (2,258 ) — — Balance at March 31, 2023 $ 17,134 $ 64,666 $ 715,258 Definite-lived Trademark Goodwill Balance at January 1, 2022 $ 13,845 $ 64,666 $ 718,204 Capitalized development costs 2,748 — — Amortization (1,315 ) — — Balance at March 31, 2022 $ 15,278 $ 64,666 $ 718,204 | The net changes in the carrying amounts of our intangible assets and goodwill were as follows (in thousands): Definite-lived Trademark Goodwill Balance at January 1, 2021 $ 2,358 $ 64,666 $ 683,327 Acquisition 5,320 — 34,877 Capitalized development costs 8,438 — — Amortization (2,271 ) — — Balance at December 31, 2021 13,845 64,666 718,204 Acquisition adjustment (890 ) — (2,946 ) Capitalized development costs 11,763 — — Disposals (259 ) — — Amortization (7,149 ) — — Balance at December 31, 2022 $ 17,310 $ 64,666 $ 715,258 |
Summary of Estimated Future Amortization Expenses | The estimated future amortization expense related to the definite-lived intangible assets as of December 31, 2022 is as follows (in thousands): Future amortization expense: 2023 $ 8,589 2024 5,820 2025 2,321 2026 580 2027 — Total $ 17,310 |
Impairments (Tables)
Impairments (Tables) - Hoya Intermediate, LLC | 12 Months Ended |
Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Summary of Impairment Charges | The following summarizes the impairment charges recorded by us during the year ended December 31, 2020 (in thousands): Goodwill $ 377,101 Indefinite-lived trademark 78,734 Definite-lived intangible assets 107,365 Property and equipment 3,670 Personal seat licenses 6,968 Total impairment charges $ 573,838 |
Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement | The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements during our assessment for impairment in the second quarter of 2020: Significant Unobservable Inputs Range (Weighted Average) Discount rate 12.5% - 13.5% (13.0%) Long-term growth rate 2.5% - 3.5% (3.0%) |
Changes in Significant Unobservable Inputs | The following table presents the sensitivities to changes in the significant unobservable inputs above (in thousands): Goodwill Trademark 50 basis point increase in discount rate $ (37,680 ) $ (3,935 ) 50 basis point decrease in long-term growth rate (21,344 ) (2,298 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, 2023 2022 Recovery of future customer compensation $ 26,783 $ 23,311 Prepaid expenses 5,778 6,032 Other current assets 768 569 Total prepaid expenses and other current assets $ 33,329 $ 29,912 | |
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, 2022 and 2021 consist of the following (in thousands): 2022 2021 Recovery of future customer compensation $ 23,311 $ 58,319 Prepaid expenses 6,032 9,573 Other current assets 569 4,612 Total prepaid expenses and other current assets $ 29,912 $ 72,504 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): March 31, December 31, 2023 2022 Accrued marketing expense $ 30,912 $ 26,873 Accrued taxes 889 542 Accrued customer credits 83,034 88,167 Accrued future customer compensation 33,597 30,181 Accrued contingencies 3,432 5,898 Accrued payroll 4,554 10,660 Other current liabilities 27,347 19,649 Total accrued expenses and other current liabilities $ 183,765 $ 181,970 | |
Hoya Intermediate, LLC | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2022 and 2021 consist of the following (in thousands): 2022 2021 Accrued marketing expense $ 26,873 $ 27,304 Accrued taxes 542 9,332 Accrued customer credits 88,167 119,355 Accrued future customer compensation 30,181 73,959 Accrued contingencies 5,898 12,686 Accrued payroll 10,660 9,286 Other current liabilities 19,649 29,234 Total accrued expenses and other current liabilities $ 181,970 $ 281,156 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Summary of Outstanding Debt | Our outstanding debt is comprised of the following (in thousands): March 31, December 31, 2023 2022 February 2022 First Lien Loan $ 272,250 $ 272,938 Total long-term debt, gross 272,250 272,938 Less: unamortized debt issuance costs (5,116 ) (5,290 ) Total long-term debt, net of issuance costs 267,134 267,648 Less: current portion (2,750 ) (2,750 ) Total long-term debt, net $ 264,384 $ 264,898 | Our outstanding debt at December 31, 2022 and 2021 is comprised of the following (in thousands): 2022 2021 June 2017 First Lien Loan $ — $ 465,712 February 2022 First Lien Loan 272,938 — Total long-term debt, gross 272,938 465,712 Less: unamortized debt issuance costs (5,290 ) (5,580 ) Total long-term debt, net of issuance costs 267,648 460,132 Less: current portion (2,750 ) — Total long-term debt, net $ 264,898 $ 460,132 |
Summary of Future Maturities of Outstanding Debt | Future maturities of our outstanding debt, excluding interest, as of December 31, 2022 were as follows (in thousands): 2023 $ 2,750 2024 2,750 2025 2,750 2026 2,750 2027 2,750 Thereafter 259,188 Total $ 272,938 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Summary of Fair Value of Option Contingent Warrants | The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants: March 31, December 31, 2023 2022 Estimated volatility 37.0 % 39.0 % Expected term (years) 8.6 8.8 Risk-free rate 3.5 % 3.9 % Expected dividend yield 0.0 % 0.0 % | The following assumptions were used to calculate the fair value of the Hoya Intermediate Warrants and Option Contingent Warrants at December 31, 2022 and 2021: 2022 2021 Estimated volatility 39.0 % 36.0 % Expected term (years) 8.8 9.8 Risk-free rate 3.9 % 1.5 % Expected dividend yield 0.0 % 0.0 % |
Summary of Effects of Hedge Accounting and Interest Rate Swaps | The following table presents the effects of hedge accounting on AOCL for the year ended December 31, 2021 for interest rate contracts designated as cash flow hedges (in thousands): Interest rate cap Beginning accumulated derivative loss in AOCL $ (822 ) Amount of gain (loss) recognized in AOCL — Less: Amount of loss reclassified from AOCL to income (822 ) Ending accumulated derivative loss in AOCL $ — The following table presents the effects of hedge accounting on AOCL for the year ended December 31, 2020 for interest rate contracts designated as cash flow hedges (in thousands): Interest rate swaps Interest rate cap Total Beginning accumulated derivative loss in AOCL $ (887 ) $ (1,030 ) $ (1,917 ) Amount of gain recognized in AOCL 887 — 887 Less: Amount of loss reclassified from AOCL to income — (208 ) (208 ) Ending accumulated derivative loss in AOCL $ — $ (822 ) $ (822 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Loss from Continuing Operations Before Income Taxes | Components of (loss) income from continuing operations before income taxes for the years ended December 31 were as follows (in thousands): 2022 2021 2020 United States $ 68,416 $ (17,859 ) $ (763,664 ) Foreign 773 (966 ) (10,521 ) Total (loss) income before income taxes $ 69,189 $ (18,825 ) $ (774,185 ) | |
Schedule of Components of Income Tax Expense | During the years ended December 31, 2022 and 2021, significant components of income tax (expense) benefit were as follows (in thousands): 2022 2021 Current U.S. Federal $ 15 $ — State & Local 248 304 Foreign — — Total current income tax expense (benefit) 263 304 Deferred U.S. Federal — — State & Local — — Foreign (1,853 ) — Total deferred income tax expense (benefit) (1,853 ) — Total income tax expense (benefit) $ (1,590 ) $ 304 | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% for 2022 and 2021 to our income tax (expense) benefit was as follows: 2022 2021 At U.S. statutory tax rate 21.0 % 21.0 % State income taxes 1.8 % (1.1 )% Foreign rate differential 0.1 % 0.3 % Pass-through loss / (income) — % (14.3 )% Noncontrolling interest (12.3 )% (2.7 )% Change in valuation allowance (23.1 )% (3.5 )% Deferred tax partnership adjustment 10.1 % — % Warrants remeasurement — % (1.4 )% Research & Development Credit (0.5 )% — % Other 0.6 % 0.1 % Total income tax expense (benefit) (2.3 )% (1.6 )% | |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2022 and 2021, our deferred tax balances consisted of the following (in thousands): 2022 2021 Deferred Tax Assets Net operating loss $ 12,740 $ 9,670 Interest carryforwards 15,919 15,206 Investment in partnerships 91,302 120,706 Other 748 132 Total deferred tax assets 120,709 145,714 Valuation allowance (118,734 ) (145,668 ) Total deferred tax assets net of valuation allowance 1,975 46 Deferred Tax Liabilities Other 122 46 Total Deferred Tax Liabilities 122 46 Net Deferred Tax Assets / (Liabilities) $ 1,853 $ — | |
Summary Of Valuation Allowance | The deferred tax asset valuation allowance and changes were as follows (in thousands): 2022 2021 Balance at beginning of period $ 145,668 $ 1,828 Other (1) (6,154 ) — Charged to costs and expenses (15,961 ) 646 (Credited) charged to other accounts (4,819 ) 143,194 Deductions — — Ending balance $ 118,734 $ 145,668 (1) This relates to a true-up | |
Summary of Unrecognized Tax Benefits | Our unrecognized tax benefits which relate to a tax refund are as follows: 2022 Balance at beginning of the year $ — Tax positions taken in the prior year 7,500 Balance at end of the year $ 7,500 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair Value Assumptions for Stock Option at the Date of Grant | The following assumptions were used to calculate the fair value of our stock awards on March 10, 2023: Volatility 42.0 % Expected term (years) 5.9 Risk-free rate 3.9 % Dividend yield 0.0 % | The following assumptions were used to calculate the fair value of our stock awards: November 11, March 11, 2022 October 19, Estimated volatility 40.0 % 37.5 % 28.0 % Expected term (years) 5.9 5.9 10.0 Risk-free rate 3.9 % 2.0 % 1.7 % Expected dividend yield 0.0 % 0.0 % 0.0 % |
Summary of Activity for RSUs | A summary of activity for RSUs is as follows (in thousands): Shares Weighted-Average Unvested at December 31, 2021 1,378 $ 12.86 Granted 1,787 9.92 Forfeited (290 ) 11.24 Vested (324 ) 12.86 Unvested at December 31, 2022 2,551 $ 10.99 | |
Summary of Activity for Stock Option | A summary of activity for stock options is as follows (in thousands): Outstanding Weighted Weighted Aggregate Outstanding at December 31, 2021 4.1 $ 13.39 Granted 2.7 10.17 Forfeited (0.6 ) 12.03 Expired (0.1 ) 13.39 Outstanding at December 31, 2022 6.1 $ 12.09 9 $ — Vested and exercisable at December 31, 2022 1.0 $ 13.38 9 $ — | |
Hoya Topco, LLC | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Summary of Activity for Unit Awards | The following table summarizes the Hoya Topco Incentive Units, Class D Units, and Class E Units for the years ended December 31, 2022, 2021, and 2020: Class B-1 Class D Units Class E Units Number of Weighted Number of Weighted Number of Weighted Balances at January 1, 2020 — — 832,510 $ 15.63 500,765 $ 25.46 Units granted 905,000 2.32 1,755,000 0.89 — — Units repurchased — — (97,604 ) 15.95 — — Units forfeited (50,000 ) 2.32 (441,666 ) 7.81 — — Balances at December 31, 2020 855,000 $ 2.32 2,048,240 $ 4.67 500,765 $ 25.46 Units granted — — — — — — Units repurchased — — — — — — Units forfeited (10,000 ) 2.32 (60,400 ) 7.01 — — Balances at December 31, 2021 845,000 $ 2.32 1,987,840 $ 4.60 500,765 $ 25.46 Units granted — — — — — — Units repurchased — — — — — — Units forfeited (9,000 ) 2.32 (35,510 ) 2.91 — — Balances at December 31, 2022 836,000 $ 2.32 1,952,330 $ 4.60 500,765 $ 25.46 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of net loss attributable to redeemable noncontrolling interests | The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interest (in thousands): Three Months Ended Three Months Ended Net income—Hoya Intermediate $ 30,272 $ 3,138 Hoya Topco’s weighted average % allocation of Hoya Intermediate’s net income (loss) 59.8 % 59.9 % Net income attributable to Hoya Topco’s redeemable noncontrolling interests $ 18,090 $ 1,879 | The following table provides the net income (loss) attributable to Hoya Topco’s redeemable noncontrolling interest for the year ended December 31, 2022 and the period from October 18, 2021 to December 31, 2021: 2022 2021 Net income (loss)—Hoya Intermediate $ 70,794 $ (5,024 ) Hoya Topco’s weighted average % allocation of Hoya Intermediate’s net income (loss) 59.5 % 59.9 % Net income (loss) attributable to Hoya Topco’s redeemable noncontrolling interests $ 42,117 $ (3,010 ) |
Schedule of Earnings Per Share, Basic and Diluted | The following tables set forth the computation of basic and diluted net income per share of Class A common stock for the periods where we had Class A and Class B common stock outstanding (in thousands, except share and per share data): Three Months Ended Three Months Ended Numerator—basic: Net income $ 30,272 $ 3,138 Less: Income attributable to redeemable noncontrolling interests 18,090 1,879 Net income attributable to Class A Common Stockholders—basic 12,182 1,259 Denominator—basic: Weighted average Class A common stock outstanding—basic 77,410,820 79,151,929 Net income per Class A common stock—basic $ 0.16 $ 0.02 Numerator—diluted: Net income attributable to Class A Common Stockholders—basic $ 12,182 $ 1,259 Net income effect of dilutive securities: Effect of dilutive Noncontrolling Interest 16,849 1,720 Effect of Exercise Warrants — 9 Effect of RSUs 20 — Net income attributable to Class A Common Stockholders—diluted 29,051 2,988 Denominator—diluted: Weighted average Class A common stock outstanding—basic 77,410,820 79,151,929 Weighted average effect of dilutive securities: Effect of dilutive Noncontrolling Interest 118,200,000 118,200,000 Effect of Exercise Warrants — 1,035,625 Effect of RSUs 213,162 26,593 Weighted average Class A common stock outstanding—diluted 195,823,982 198,414,147 Net income per Class A common stock—diluted $ 0.15 $ 0.02 | The following tables set forth the computation of basic and diluted net income (loss) per share of Class A common stock for the year ended December 31, 2022 and the period from October 18, 2021 to December 31, 2021 where we had Class A and Class B common stock outstanding (in thousands, except share and per share data): 2022 2021 Numerator—basic: Net income (loss) $ 70,779 $ (6,293 ) Less: (Income) loss attributable to redeemable noncontrolling interests (42,117 ) 3,010 Net income (loss) attributable to Class A Common Stockholders—basic 28,662 (3,283 ) Denominator—basic: Weighted average Class A common stock outstanding—basic 80,257,247 77,498,775 Net income (loss) per Class A common stock—basic $ 0.36 $ (0.04 ) Numerator—diluted: Net income (loss) attributable to Class A Common Stockholders—basic $ 28,662 $ (3,283 ) Net income (loss) effect of dilutive securities: Effect of dilutive Exercise Warrants 55 — Effect of dilutive RSUs 6 — Effect of dilutive noncontrolling interests 42,056 — Effect of dilutive Hoya Intermediate Warrants — (123 ) Net income (loss) attributable to Class A Common Stockholders—diluted 70,779 (3,406 ) Denominator—diluted: Weighted average Class A common stock outstanding—basic 80,257,247 77,498,775 Weighted average effect of dilutive securities: Effect of dilutive Exercise Warrants 258,906 — Effect of dilutive RSUs 28,228 — Effect of dilutive noncontrolling interests 118,200,000 — Weighted average Class A common stock outstanding—diluted 198,744,381 77,498,775 Net income (loss) per Class A common stock—diluted $ 0.36 $ (0.04 ) |
Summary of Potentially Dilutive Securities | The following tables present potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented that could potentially dilute earnings per share in the future: Three Months Ended Three Months Ended RSUs 991,301 1,292,011 Stock options 9,698,759 6,660,995 Public Warrants and Private Warrants 13,286,644 24,652,569 Exercise Warrants 34,000,000 17,000,000 Hoya Intermediate Warrants 6,000,000 6,000,000 Noncontrolling Interest — — | The following tables present potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented that could potentially dilute earnings per share in the future: 2022 2021 RSUs 1,224,919 1,378,111 Stock options 6,300,837 4,061,486 Public Warrants and Private Warrants 13,286,644 24,652,569 Exercise Warrants 17,000,000 34,000,000 Hoya Intermediate Warrants 6,000,000 4,000,000 Shares of Class B common stock — 118,200,000 |
Background, Description of Bu_3
Background, Description of Business and basis of presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Oct. 18, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash and cash equivalents | $ 303,319 | $ 251,542 | $ 489,530 | ||
Number of shares issued | 14,621 | ||||
Merger Transaction fees | $ 54,300 | ||||
Stock value issued for exercise of warrants | 1,000,000 | ||||
Acquisition of noncontrolling interests from Business Transaction | 32,700 | ||||
Dividends, Paid-in-kind | $ 0 | 44,141 | $ 0 | ||
May 2022 First Lien Loan [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Dividends, Paid-in-kind | $ 44,100 | ||||
$10 Exercise Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Warrant exercise price per share | $ 10 | $ 10 | |||
Maximum | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Warrant exercise price per share | 15 | 15 | |||
Minimum | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Warrant exercise price per share | 10 | 10 | |||
Class A Common Stock | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock issued during period, shares | 29,431,260 | ||||
Stock value issued for exercise of warrants | 6,519,791 | ||||
Warrant exercise price per share | $ 11.5 | ||||
Class A Common Stock | $15 Exercise Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Warrant exercise price per share | $ 15 | 15 | $ 15 | ||
Class A Common Stock | Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 18,132,776 | ||||
Warrant exercise price per share | $ 11.5 | ||||
Class B Common Stock | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock issued during period, shares | 118,200,000 | ||||
Class B Common Stock | Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 6,000,000 | ||||
Warrant exercise price per share | $ 0.001 | ||||
Horizon Sponsor LLC | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash and cash equivalents | $ 293,200 | ||||
Stock issued during period, values | 475,200 | ||||
Repayments of debt | 482,400 | ||||
Acquisition of noncontrolling interests from Business Transaction | $ 18,700 | $ 15,500 | |||
Horizon Sponsor LLC | $10 Exercise Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Warrant exercise price per share | $ 10 | $ 10 | |||
Horizon Sponsor LLC | Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 5,166,666 | 5,166,666 | |||
Horizon Sponsor LLC | Class A Common Stock | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock issued during period, shares | 50,000 | ||||
Number of shares issued | 47,517,173 | ||||
Horizon Sponsor LLC | Class A Common Stock | $10 Exercise Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 17,000,000 | 17,000,000 | |||
Warrant exercise price per share | $ 10 | $ 10 | $ 10 | ||
Horizon Sponsor LLC | Class A Common Stock | $15 Exercise Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 17,000,000 | 17,000,000 | |||
Warrant exercise price per share | $ 15 | $ 15 | |||
Horizon Sponsor LLC | Class A Common Stock | Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock issued during period, shares | 18,132,776 | 18,132,776 | |||
Horizon Sponsor LLC | Class A Common Stock | Warrants | $10 Exercise Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 17,000,000 | ||||
Horizon Sponsor LLC | Class A Common Stock | Warrants | $15 Exercise Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 17,000,000 | ||||
Hoya Intermediate, LLC | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Redemption of preferred units | $ 236,000 | ||||
Stock value issued for exercise of warrants | 1,000,000 | ||||
Hoya Intermediate, LLC | $10 Exercise Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Warrant exercise price per share | $ 10 | $ 10 | |||
Hoya Intermediate, LLC | Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 3,000,000 | ||||
Warrant exercise price per share | $ 10 | ||||
Hoya Intermediate, LLC | Maximum | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Warrant exercise price per share | 15 | ||||
Hoya Intermediate, LLC | Minimum | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Warrant exercise price per share | $ 10 | ||||
Hoya Intermediate, LLC | Class A Common Stock | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 17,000,000 | ||||
Hoya Intermediate, LLC | Class A Common Stock | $15 Exercise Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Warrant exercise price per share | $ 15 | $ 15 | |||
Hoya Intermediate, LLC | Common Units | Warrants | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Stock value issued for exercise of warrants | 3,000,000 | ||||
Warrant exercise price per share | $ 15 |
Background, Description of Bu_4
Background, Description of Business and basis of presentation - Summery of correction in the Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||||
Deferred paid-in-kind interest paid on May 2020 First Lien Loan | $ 0 | $ 44,141 | $ 0 | ||
Net cash provided by operating activities | $ 65,111 | $ 23,534 | 14,375 | 175,790 | (33,892) |
Cash flows from financing activities | |||||
Net cash used in financing activities | (10,800) | (195,568) | (236,480) | 38,028 | 245,545 |
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | $ 1,941 | $ 3,612 | $ 14,794 | 72,736 | $ 34,592 |
As Reported | |||||
Cash flows from operating activities | |||||
Deferred paid-in-kind interest paid on May 2020 First Lien Loan | 0 | ||||
Net cash provided by operating activities | 219,931 | ||||
Cash flows from financing activities | |||||
Payments of May 2020 First Lien Loan | (304,141) | ||||
Net cash used in financing activities | (6,113) | ||||
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 28,595 | ||||
As Restated | |||||
Cash flows from operating activities | |||||
Deferred paid-in-kind interest paid on May 2020 First Lien Loan | (44,141) | ||||
Net cash provided by operating activities | 175,790 | ||||
Cash flows from financing activities | |||||
Payments of May 2020 First Lien Loan | 260,000 | ||||
Net cash used in financing activities | 38,028 | ||||
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | $ 72,736 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Additional Information) (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) SEGMENT | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) | Jan. 01, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Accounts receivable | $ 1,000 | $ 7,200 | $ 1,800 | ||
Allowance for doubtful accounts | 100 | 1,400 | 300 | ||
Bad deb, Write-offs | 4,900 | 1,000 | $ 100 | ||
Inventory write down | $ 5,000 | 2,100 | 1,600 | ||
Useful life | 3 years | ||||
Number of reportable segments | SEGMENT | 2 | ||||
Advertisement expenses | $ 247,300 | 180,700 | $ 37,500 | ||
Tax benefit percent under tax receivable agreement | 85% | ||||
Acquisition of noncontrolling interests from Business Transaction | 32,700 | ||||
Gross proceeds | 20,200 | ||||
Recognized operating lease assets | $ 6,600 | ||||
Total operating lease liabilities | $ 22,596 | 8,100 | |||
Right of use assets adjusted balance | 1,500 | ||||
Distribution Partners | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Accounts receivable | 11,700 | 14,500 | 11,800 | ||
Allowance for doubtful accounts | $ 3,600 | 1,600 | $ 3,500 | ||
Class A Common Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Conversion Basis | one-to-one | ||||
Hoya Intermediate, LLC | Redeemable Noncontrolling Interests [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 40.50% | ||||
Other Current Liabilities [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Total operating lease liabilities | $ 3,000 | ||||
Covid-19 | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Accounts receivable | $ 18,900 | $ 9,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life, years | 5 years |
Purchased Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life, years | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life, years | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Definite Lived Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |
Definite lived intangible assets useful life, years | 3 years |
Non Competition Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Definite lived intangible assets useful life, years | 3 years |
Supplier Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Definite lived intangible assets useful life, years | 4 years |
Developed Technology [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Definite lived intangible assets useful life, years | 3 years |
Developed Technology [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Definite lived intangible assets useful life, years | 5 years |
Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Definite lived intangible assets useful life, years | 2 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Definite lived intangible assets useful life, years | 5 years |
Business Acquisition - Addition
Business Acquisition - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 13, 2021 | Oct. 18, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||||||
Cash Earnouts | $ 1,100 | |||||
Future milestone payments | 5,900 | |||||
Goodwill | 715,258 | $ 715,258 | $ 718,204 | $ 377,100 | ||
Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 29,431,260 | |||||
Future milestone payments | $ 1,100 | |||||
Future Milestone Payments, Shares | 300,000 | |||||
Betcha | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition Date | Dec. 13, 2021 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||||
Cash consideration | $ 759 | |||||
Cash Earnouts | 3,400 | $ 2,100 | ||||
Future milestone payments | 9,500 | 2,500 | ||||
Definite-lived intangible assets | 900 | |||||
Goodwill | 31,931 | 2,900 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 21,306 | $ 2,600 | ||||
Betcha | Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 800 | |||||
Stock Issued During Period, Shares, Acquisitions | 2,100,000 |
Business Acquisition - Schedule
Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 13, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | |||||
Accounts receivable - net | $ 46,531 | $ 36,531 | $ 36,124 | ||
Prepaid expenses and other current assets | 33,329 | 29,912 | 72,504 | ||
Goodwill | 715,258 | 715,258 | 718,204 | $ 377,100 | |
Accrued expenses and other current liabilities | $ (27,347) | (19,649) | $ (29,234) | ||
Betcha | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 48 | ||||
Restricted Cash | 245 | ||||
Accounts receivable - net | 78 | ||||
Prepaid expenses and other current assets | 60 | ||||
Intangible assets | 4,430 | ||||
Goodwill | $ 2,900 | 31,931 | |||
Accounts payable | (1,180) | ||||
Accrued expenses and other current liabilities | (677) | ||||
Net assets acquired | $ 34,935 |
Business Acquisition - Schedu_2
Business Acquisition - Schedule of Purchase Consideration (Details) - Betcha - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 13, 2021 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Fair value of common stock | $ 21,306 | $ 2,600 |
Cash consideration | 759 | |
Fair value of milestone payments | 9,470 | |
Fair value of earnouts | 3,400 | |
Total purchase consideration | $ 34,935 |
Business Acquisition - Schedu_3
Business Acquisition - Schedule of Components of Intangible Assets Acquired (Details) - Betcha - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 13, 2021 | |
Business Acquisition [Line Items] | ||
Intangible assets | $ 4,430 | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 1,530 | |
Estimated useful life | 2 years | |
Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 2,900 | |
Estimated useful life | 5 years |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Market Place Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | |||||
Total Marketplace revenues | $ 136,581 | $ 110,516 | $ 511,094 | $ 389,668 | $ 23,281 |
Owned Properties | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total Marketplace revenues | 102,815 | 83,666 | 400,413 | 308,226 | 24,188 |
Private Label | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total Marketplace revenues | 33,766 | 26,850 | 110,681 | 81,442 | (907) |
Concerts | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total Marketplace revenues | 74,879 | 58,673 | 251,423 | 171,149 | 15,775 |
Sports | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total Marketplace revenues | 45,600 | 38,915 | 196,467 | 175,471 | 3,484 |
Theater | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total Marketplace revenues | 15,390 | 12,615 | 61,483 | 41,745 | 3,759 |
Other | |||||
Disaggregation Of Revenue [Line Items] | |||||
Total Marketplace revenues | $ 712 | $ 313 | $ 1,721 | $ 1,303 | $ 263 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue from Related Parties | $ 24,500 | $ 20,300 | $ 89,200 | $ 53,400 | $ 11,800 | |
Deferred revenue | $ 25,920 | 31,983 | 25,139 | |||
Deferred Revenue, Revenue Recognized | $ 10,900 | $ 4,000 | $ 16,200 | |||
Deferred revenue, recognized period | next seven years | |||||
Minimum | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Stamp Expiration Term | 2 years | |||||
Credits Expiration Term | 2 years | |||||
Maximum | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Stamp Expiration Term | 3 years | |||||
Credits Expiration Term | 4 years | |||||
Hoya Intermediate, LLC | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue | $ 6,000 | |||||
Deferred Revenue, Revenue Recognized | $ 3,300 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Depreciation and amortization | $ (2,598) | $ (1,385) | $ (7,732) | $ (2,322) | $ (48,247) | |
Loss on extinguishment of debt | 0 | (4,285) | (4,285) | (35,828) | (685) | |
Net income attributable to Class A Common Stockholders | $ (5,024) | 12,182 | 1,259 | 70,794 | (774,185) | |
Impairment charges | 0 | 0 | 573,838 | |||
Subsidiaries [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 161,063 | 130,772 | 600,274 | 443,038 | 35,077 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 37,760 | 32,164 | 140,508 | 90,617 | 24,690 | |
General and administrative | 32,389 | 29,275 | 127,619 | 92,170 | 66,199 | |
Depreciation and amortization | (2,598) | (1,385) | (7,732) | (2,322) | (48,247) | |
Income from operations | 33,510 | 13,720 | 78,105 | 76,571 | (716,018) | |
Interest expense – net | 3,280 | 3,942 | 12,858 | 58,179 | 57,482 | |
Loss on extinguishment of debt | 0 | 4,285 | 4,285 | 35,828 | 685 | |
Net income attributable to Class A Common Stockholders | 12,182 | 1,259 | 28,662 | (3,283) | 0 | |
Impairment charges | 0 | 0 | 573,838 | |||
Marketplace | Subsidiaries [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 136,581 | 110,516 | 511,094 | 389,668 | 23,281 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 20,060 | 16,409 | 73,126 | 51,702 | 13,741 | |
Marketing and selling expenses | 54,772 | 54,228 | 248,375 | 181,358 | 38,121 | |
Contribution margin | 61,749 | 39,879 | 189,593 | 156,608 | (28,581) | |
Resale | Subsidiaries [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 24,482 | 20,256 | 89,180 | 53,370 | 11,796 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 17,700 | 15,755 | 67,382 | 38,915 | 10,949 | |
Marketing and selling expenses | 0 | 0 | 0 | 0 | 0 | |
Contribution margin | 6,782 | 4,501 | 21,798 | 14,455 | 847 | |
Consolidated | Subsidiaries [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 161,063 | 130,772 | 600,274 | 443,038 | 35,077 | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 37,760 | 32,164 | 140,508 | 90,617 | 24,690 | |
Marketing and selling expenses | 54,772 | 54,228 | 248,375 | 181,358 | 38,121 | |
Contribution margin | 68,531 | 44,380 | 211,391 | 171,063 | (27,734) | |
General and administrative | 32,389 | 29,275 | 127,619 | 92,170 | 66,199 | |
Depreciation and amortization | 2,598 | 1,385 | 7,732 | 2,322 | 48,247 | |
Change in fair value of contingent consideration | 34 | (2,065) | ||||
Income from operations | 33,510 | 13,720 | 78,105 | 76,571 | (716,018) | |
Interest expense – net | 3,280 | 3,942 | 12,858 | 58,179 | 57,482 | |
Loss on extinguishment of debt | 4,285 | 4,285 | 35,828 | 685 | ||
Other (income) expense | (327) | 2,279 | (8,227) | 1,389 | ||
Net income attributable to Class A Common Stockholders | $ 30,557 | $ 3,214 | $ 69,189 | $ (18,825) | (774,185) | |
Impairment charges | $ 573,838 |
Impairments - Summary of Impair
Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Impairment | $ 563,200 | $ 563,200 | $ 563,200 | ||
Indefinite-lived trademark | $ 78,700 | ||||
Carrying Amount of Definite Lived Intangible Assets | 17,310 | ||||
Property and equipment | $ 596 | $ 50 | |||
Hoya Intermediate, LLC | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Impairment | $ 377,101 | ||||
Indefinite-lived trademark | 78,734 | ||||
Carrying Amount of Definite Lived Intangible Assets | 107,365 | ||||
Property and equipment | 3,670 | ||||
Personal seat licenses | 6,968 | ||||
Total impairment charges | $ 573,838 |
Impairments - Significant Unobs
Impairments - Significant Unobservable Inputs for Level 3 Fair Value Measurement (Details) - Hoya Intermediate, LLC - Nonrecurring - Level 3 | Dec. 31, 2022 |
Discount Rate | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Non-fiancial asset, significant unobervable input | 0.125 |
Discount Rate | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Non-fiancial asset, significant unobervable input | 0.135 |
Discount Rate | Weighted Average | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Non-fiancial asset, significant unobervable input | 0.13 |
Long-term Growth Rate | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Non-fiancial asset, significant unobervable input | 0.025 |
Long-term Growth Rate | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Non-fiancial asset, significant unobervable input | 0.035 |
Long-term Growth Rate | Weighted Average | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Non-fiancial asset, significant unobervable input | 0.03 |
Impairments - Changes in Signif
Impairments - Changes in Significant Unobservable Inputs (Details) - Hoya Intermediate, LLC - Nonrecurring $ in Thousands | Dec. 31, 2022 USD ($) |
Discount Rate | Trademarks [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
50 basis point increase in discount rate | $ (3,935) |
Discount Rate | Goodwill [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
50 basis point increase in discount rate | (37,680) |
Long-term Growth Rate | Trademarks [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
50 basis point decrease in long-term growth rate | (2,298) |
Long-term Growth Rate | Goodwill [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
50 basis point decrease in long-term growth rate | $ (21,344) |
Impairments - Additional Inform
Impairments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Royalty Rate | 2% | ||||
Impairment of definite-lived intangible assets | $ 17,310 | ||||
Impairment charge of indefinite-lived trademark | $ 78,700 | ||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 118,000 | ||||
Intangible Assets, Net (Including Goodwill) | 683,300 | $ 0 | |||
Goodwill | $ 377,100 | $ 715,258 | 715,258 | $ 718,204 | |
Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Impairment of definite-lived intangible assets | $ 107,400 |
Accounts Receivable - Net (Addi
Accounts Receivable - Net (Additional Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | |||
Accounts receivable net | $ 1,800 | $ 1,000 | $ 7,200 |
Accounts receivable | 46,531 | 36,531 | 36,124 |
Allowance for doubtful accounts | 300 | 100 | 1,400 |
Distribution Partners [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Accounts receivable net | 11,800 | 11,700 | 14,500 |
Allowance for doubtful accounts | 3,500 | 3,600 | $ 1,600 |
Uncollateralized Payment [Member] | |||
Financing Receivable, Past Due [Line Items] | |||
Accounts receivable net | $ 28,100 | $ 18,900 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 0.6 | $ 0.1 | $ 0.6 |
Impairment charges | 0 | $ 0 | $ 3.7 |
Gain (Loss) on Disposition of Property Plant Equipment | $ (0.1) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 11,027 | $ 1,132 | |
Less: accumulated depreciation | 596 | 50 | |
Total property and equipment - net | $ 10,308 | 10,431 | 1,082 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,935 | 568 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,625 | 0 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 7,467 | 0 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 0 | $ 564 |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||||
Weighted average discount rate | 7% | ||||
initial term | 12 months | ||||
Right-of-use assets - net | $ 7,710 | $ 7,859 | $ 0 | ||
Right-of-use assets obtained in exchange for lease obligations | $ 0 | $ 3,406 | 3,406 | 0 | $ 0 |
Total remaining lease payments | $ 600 | 26,051 | |||
Weighted remaining average minimum lease term | 9 years 8 months 12 days | ||||
Accrued expenses and other current liabilities | $ 14,900 | ||||
Renewal lease term | 5 years | ||||
lease payments | 16,200 | ||||
Operating Leases, Rent Expense, Net | 0 | ||||
Tenant Improvement Allowance | $ 6,500 | ||||
leasehold improvement costs | 6,500 | ||||
Operating and variable lease expenses | 3,600 | $ 3,700 | $ 2,800 | ||
Operating Lease, Payments, Use | $ 3,100 |
Leases - Future lease payments
Leases - Future lease payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
2023 | $ 906 | ||
2024 | 2,030 | ||
2025 | 2,450 | ||
2026 | 2,471 | ||
2027 | 2,436 | ||
2028 | 2,486 | ||
Thereafter | 9,817 | ||
Total remaining lease payments | 22,596 | $ 8,100 | |
Less: Imputed interest | 7,104 | ||
Present value of lease liabilities | 15,492 | ||
2022 | $ 3,437 | ||
2023 | 905 | ||
2024 | 2,038 | ||
2025 | 2,458 | ||
2026 | 2,477 | ||
Thereafter | 14,736 | ||
Total remaining lease payments | $ 600 | $ 26,051 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||||
Carrying Amount of Definite Lived Intangible Assets | $ 17,310 | ||||
Amortization of Intangible Assets | $ 2,300 | $ 1,300 | 7,100 | $ 2,300 | $ 47,400 |
Impairment | 563,200 | $ 563,200 | 563,200 | ||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||||
Hoya Intermediate, LLC | |||||
Goodwill [Line Items] | |||||
Carrying Amount of Definite Lived Intangible Assets | 107,365 | ||||
Impairment | $ 377,101 | ||||
Developed Technology | |||||
Goodwill [Line Items] | |||||
Carrying Amount of Definite Lived Intangible Assets | 17,100 | $ 17,300 | |||
Accumulated amortization | $ 11,900 | 9,600 | |||
Developed Technology | Hoya Intermediate, LLC | |||||
Goodwill [Line Items] | |||||
Carrying Amount of Definite Lived Intangible Assets | 17,300 | 13,800 | |||
Accumulated amortization | 9,600 | $ 2,500 | |||
Definite-lived intangible assets | |||||
Goodwill [Line Items] | |||||
Loss on asset disposals | $ 300 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||||
Beginning balance | $ 118,000,000 | |||
Issuance of shares related to acquisition | $ 21,306,000 | |||
Ending balance | $ 118,000,000 | |||
Goodwill [Member] | ||||
Goodwill [Line Items] | ||||
Beginning balance | 715,258,000 | $ 718,204,000 | 718,204,000 | 683,327,000 |
Issuance of shares related to acquisition | (2,946) | 34,877,000 | ||
Capitalized development costs | 0 | 0 | 0 | 0 |
Disposals | 0 | |||
Amortization | 0 | 0 | 0 | 0 |
Ending balance | 715,258,000 | 718,204,000 | 715,258,000 | 718,204,000 |
Definite-lived Intangible Assets [Member] | ||||
Goodwill [Line Items] | ||||
Beginning balance | 17,310,000 | 13,845,000 | 13,845,000 | 2,358,000 |
Issuance of shares related to acquisition | (890,000) | 5,320,000 | ||
Capitalized development costs | 2,082,000 | 2,748,000 | 11,763,000 | 8,438,000 |
Disposals | (259,000) | |||
Amortization | (2,258,000) | (1,315,000) | (7,149,000) | (2,271,000) |
Ending balance | 17,134,000 | 15,278,000 | 17,310,000 | 13,845,000 |
Trademarks [Member] | ||||
Goodwill [Line Items] | ||||
Beginning balance | 64,666,000 | 64,666,000 | 64,666,000 | 64,666,000 |
Issuance of shares related to acquisition | 0 | 0 | ||
Capitalized development costs | 0 | 0 | 0 | 0 |
Disposals | 0 | |||
Amortization | 0 | 0 | 0 | 0 |
Ending balance | $ 64,666,000 | $ 64,666,000 | $ 64,666,000 | $ 64,666,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expenses (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 | $ 8,589 |
2024 | 5,820 |
2025 | 2,321 |
2026 | 580 |
2027 | 0 |
Total | $ 17,310 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Accrued marketing expense | $ 30,912 | $ 26,873 | $ 27,304 |
Accrued taxes | 889 | 542 | 9,332 |
Accrued customer credits | 83,034 | 88,167 | 119,355 |
Accrued future customer compensation | 33,597 | 30,181 | 73,959 |
Accrued Contingencies | 3,432 | 5,898 | 12,686 |
Accrued payroll | 4,554 | 10,660 | 9,286 |
Other current liabilities | 27,347 | 19,649 | 29,234 |
Total accrued expenses and other current liabilities | $ 183,765 | $ 181,970 | $ 281,156 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||
Customer credits redeemed | $ 2.6 | $ 9.8 | $ 24.3 | $ 55.9 | $ 7.4 |
Revenue from breakage | 4.6 | 0.6 | 11.5 | 3.3 | 0.8 |
Increase and decrease in revenue | 0.8 | $ 1.1 | 2.3 | $ 5.1 | $ 15.3 |
Milestone payment | $ 2.5 | ||||
Reduction In Estimated Rate Of Future Cancellations | $ 43.8 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Extinguishment Of Debt [Line Items] | |||
Total long-term debt, gross | $ 272,250 | $ 272,938 | $ 465,712 |
Less: unamortized debt issuance costs | (5,116) | (5,290) | (5,580) |
Total long-term debt, net of issuance costs | 267,134 | 267,648 | 460,132 |
Less: current portion | (2,750) | (2,750) | 0 |
Total long-term Debt, net | 264,384 | 264,898 | 460,132 |
June 2017 First Lien Loan | |||
Extinguishment Of Debt [Line Items] | |||
Total long-term debt, gross | 0 | 465,712 | |
February 2022 First Lien Loan | |||
Extinguishment Of Debt [Line Items] | |||
Total long-term debt, gross | $ 272,250 | $ 272,938 | $ 0 |
Debt - Summary of Future maturi
Debt - Summary of Future maturities of our outstanding debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
2023 | $ 2,750 | ||
2024 | 2,750 | ||
2025 | 2,750 | ||
2026 | 2,750 | ||
2027 | 2,750 | ||
Thereafter | 259,188 | ||
Total | $ 272,250 | $ 272,938 | $ 465,712 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2022 | Oct. 18, 2021 | May 22, 2020 | Oct. 28, 2019 | Jun. 30, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | May 22, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 02, 2018 | |
Line of Credit Facility [Line Items] | ||||||||||||
Proceeds from Revolving Facility | $ 0 | $ 0 | $ 50,000,000 | |||||||||
Loss on extinguishment of debt | $ 0 | $ (4,285,000) | (4,285,000) | (35,828,000) | (685,000) | |||||||
Debt Instrument, Maturity Date | Feb. 03, 2029 | |||||||||||
Amortization payments | $ 226,000 | 329,000 | 1,052,000 | 4,472,000 | $ 3,863,000 | |||||||
Repayment of Term Loan | Oct. 18, 2021 | |||||||||||
Debt instrument, basis spread on variable rate | 5% | |||||||||||
June 2017 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Long-term Line of Credit | $ 275,000,000 | $ 575,000,000 | ||||||||||
Proceeds from Revolving Facility | 50,000,000 | |||||||||||
Line of Credit Up-sized | $ 115,000,000 | |||||||||||
Repayments of debt | 190,700,000 | |||||||||||
June 2017 Second Lien-Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Long-term Line of Credit | 275,000,000 | 185,000,000 | ||||||||||
Line of Credit Up-sized | $ 115,000,000 | |||||||||||
Debt Instrument, Redemption Period, End Date | Oct. 28, 2019 | |||||||||||
Repayments of debt | 190,700,000 | |||||||||||
February 2022 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Long-term Line of Credit | $ 275,000,000 | |||||||||||
Loss on extinguishment of debt | $ 4,300,000 | $ 4,300,000 | ||||||||||
Debt Instrument, Maturity Date | Feb. 03, 2029 | |||||||||||
Amortization payments | $ 700,000 | $ 700,000 | ||||||||||
Effective interest rate | 8.34% | 7.98% | ||||||||||
May 2022 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Long-term Line of Credit | $ 260,000,000 | |||||||||||
Amortization payments | $ 0 | |||||||||||
May 2020 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Loss on extinguishment of debt | $ 34,100,000 | |||||||||||
Effective interest rate | 11.50% | |||||||||||
Prepayment Penalty Rate | 3% | |||||||||||
Prepayments Amount | $ 91,000,000 | |||||||||||
Prepayment penalty Amount | 28,000,000 | |||||||||||
Remaining Amount Issuance Discount And Issuance Costs | 6,100,000 | |||||||||||
May 2020 First Lien Loan | Maximum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Prepayment Penalty Rate | 6% | |||||||||||
May 2020 First Lien Loan | Minimum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Prepayments Amount | $ 91,000,000 | |||||||||||
Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Proceeds from Revolving Facility | 50,000,000 | |||||||||||
Revolving Credit Facility | June 2017 Second Lien-Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Long-term Line of Credit | 525,000,000 | |||||||||||
Revolving Credit Facility | February 2022 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Proceeds from Revolving Facility | $ 100,000,000 | $ 100,000,000 | ||||||||||
Loan maturity Date | Feb. 03, 2027 | |||||||||||
Outstanding Borrowings | $ 0 | $ 0 | ||||||||||
Loans Payable | June 2017 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Long-term Line of Credit | 525,000,000 | |||||||||||
Loans Payable | June 2017 Second Lien-Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Long-term Line of Credit | $ 185,000,000 | |||||||||||
Merger Transaction | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Loan principal payments | $ 148,200,000 | |||||||||||
SOFR Rate | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Effective interest rate | 3.25% | |||||||||||
SOFR Rate | February 2022 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Effective interest rate | 3.25% | |||||||||||
Floor Rate | 0.50% | 0.50% | ||||||||||
LIBOR Rate | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 5% | |||||||||||
LIBOR Rate | May 2020 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Floor Rate | 1% | |||||||||||
Debt Interest Rate | 9.50% | |||||||||||
Base Rate | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument, basis spread on variable rate | 4% | |||||||||||
Base Rate | May 2020 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Floor Rate | 2% | |||||||||||
Debt Interest Rate | 8.50% | |||||||||||
Recurring | Level 2 | June 2017 First Lien Loan | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Fair value | 465,100,000 | |||||||||||
Carrying amount | $ 460,100,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Recovery of future customer compensation | $ 26,783 | $ 23,311 | $ 58,319 |
Prepaid expenses | 5,778 | 6,032 | 9,573 |
Other current assets | 768 | 569 | 4,612 |
Total prepaid expenses and other current assets | $ 33,329 | $ 29,912 | $ 72,504 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Change in recovery of future customer compensation | $ 3.5 | $ 35 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Employee Benefit Plan Contribution | $ 1.3 | $ 0.8 | $ 0.9 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jul. 05, 2022 | Oct. 18, 2021 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 26, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 1,000,000 | ||||||||||
Derivative warrant liability | $ 20,400 | $ 20,400 | |||||||||
Fair value of option contingent warrants | 1,600 | 1,600 | |||||||||
Change in fair value of warrants | $ 100 | $ (327) | $ 2,279 | $ (8,227) | $ 1,389 | $ 0 | |||||
Class A Warrants | 6,766,853 | 6,766,853 | |||||||||
Value of Common Stock Exceeded | $ 18 | ||||||||||
Redemption price per share for warrant | $ 0.01 | ||||||||||
Tendered warrants | 11,365,913 | ||||||||||
Stock Price | $ 18 | ||||||||||
Warrants issued | 2,727,785 | ||||||||||
Dollar Ten Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 10 | $ 10 | |||||||||
Class A Warrants | 17,000,000 | 17,000,000 | |||||||||
Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant expiration period | 10 years | 10 years | |||||||||
Hoya Intermediate Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 1,000,000 | ||||||||||
Restricted Stock Award, Forfeitures, Total | $ 200 | ||||||||||
Fair value of option contingent warrants | $ 300 | $ (8,200) | |||||||||
Horizon Sponsor LLC | Dollar Ten Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 10 | $ 10 | |||||||||
Hoya Topco L L C [Member] | Hoya Intermediate Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 3,000,000 | ||||||||||
Warrant exercise price per share | $ 15 | ||||||||||
Hoya Intermediate, LLC | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 1,000,000 | ||||||||||
Restricted Stock Award, Forfeitures, Total | $ 100 | ||||||||||
Change in fair value of warrants | 2,300 | ||||||||||
Warrant Purchased | 17,000,000 | 17,000,000 | |||||||||
Interest expense – net | $ 3,280 | $ 3,942 | $ 12,858 | 58,179 | 57,482 | ||||||
Hoya Intermediate, LLC | Interest Rate Swap [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Notional Amount | $ 520,700 | ||||||||||
Interest Rate Swaps, fixed Interest Rate | 1.90% | ||||||||||
Interest expense – net | 4,300 | ||||||||||
Hoya Intermediate, LLC | Interest Rate Cap [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Notional Amount | $ 516,800 | ||||||||||
Derivative asset, notional amount | $ 1,000 | ||||||||||
Interest expense – net | 800 | $ 200 | |||||||||
Strike rate | 3.50% | ||||||||||
Hoya Intermediate, LLC | Dollar Ten Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 10 | $ 10 | |||||||||
Mirror Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 11.5 | $ 11.5 | |||||||||
Class A Warrants | 13,286,644 | 13,286,644 | |||||||||
Warrant Purchased | 24,652,557 | 24,652,557 | |||||||||
Mirror Warrants | Dollar Ten Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 10 | $ 10 | |||||||||
Class A Warrants | 17,000,000 | 17,000,000 | |||||||||
Mirror Warrants | Dollar Fifteen Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 15 | $ 15 | |||||||||
Class A Warrants | 17,000,000 | 17,000,000 | |||||||||
Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrants Exercisable Period1 | 30 days | ||||||||||
Warrants | Horizon Sponsor LLC | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 5,166,666 | 5,166,666 | |||||||||
Change in fair value of warrants | $ 1,300 | ||||||||||
Warrants | Horizon Sponsor LLC | Class A Public Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Class A Warrants | 6,766,853 | ||||||||||
Warrants | Hoya Intermediate, LLC | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 3,000,000 | ||||||||||
Warrant exercise price per share | $ 10 | ||||||||||
Private Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Class A Warrants | 6,519,791 | 6,519,791 | |||||||||
Common Stock | Hoya Topco L L C [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 3,000,000 | ||||||||||
Warrant exercise price per share | $ 10 | ||||||||||
Common Stock | Warrants | Hoya Intermediate, LLC | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 3,000,000 | ||||||||||
Warrant exercise price per share | $ 15 | ||||||||||
Class A Common Stock | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 6,519,791 | ||||||||||
Warrant exercise price per share | $ 11.5 | ||||||||||
Stock issued during period, shares | 29,431,260 | ||||||||||
Class A Common Stock | Dollar Fifteen Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 15 | $ 15 | $ 15 | ||||||||
Class A Warrants | 17,000,000 | 17,000,000 | |||||||||
Class A Common Stock | Horizon Sponsor LLC | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock issued during period, shares | 50,000 | ||||||||||
Class A Common Stock | Horizon Sponsor LLC | Dollar Ten Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 17,000,000 | 17,000,000 | |||||||||
Warrant exercise price per share | $ 10 | $ 10 | $ 10 | ||||||||
Class A Common Stock | Horizon Sponsor LLC | Dollar Fifteen Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 17,000,000 | 17,000,000 | |||||||||
Warrant exercise price per share | $ 15 | $ 15 | |||||||||
Class A Common Stock | Hoya Intermediate, LLC | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 17,000,000 | ||||||||||
Warrant Purchased | 17,000,000 | ||||||||||
Class A Common Stock | Hoya Intermediate, LLC | Dollar Fifteen Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 15 | $ 15 | |||||||||
Class A Common Stock | Mirror Warrants | Dollar Fifteen Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant Purchased | 15 | 15 | |||||||||
Class A Common Stock | Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 18,132,776 | ||||||||||
Warrant exercise price per share | $ 11.5 | ||||||||||
Number of Trading Days | 20 days | ||||||||||
Class A Common Stock | Warrants | Class A Public Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 11.5 | $ 11.5 | |||||||||
Class A Warrants | 11,365,913 | ||||||||||
Number of securities called by each public warrant outstanding | 0.24 | ||||||||||
Tendered warrants | 2,727,785 | ||||||||||
Class A Common Stock | Warrants | Horizon Sponsor LLC | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock issued during period, shares | 18,132,776 | 18,132,776 | |||||||||
Class A Common Stock | Warrants | Horizon Sponsor LLC | Dollar Ten Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 17,000,000 | ||||||||||
Class A Common Stock | Warrants | Horizon Sponsor LLC | Dollar Fifteen Exercise Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Stock value issued for exercise of warrants | 17,000,000 | ||||||||||
Class A Common Stock | Private Warrants | Horizon Sponsor LLC | Class A Private Warrants [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 11.5 | $ 11.5 | |||||||||
Stock issued during period, shares | 6,519,791 | 6,519,791 | |||||||||
Minimum | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 10 | $ 10 | |||||||||
Minimum | Hoya Intermediate, LLC | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 10 | ||||||||||
Maximum | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 15 | $ 15 | |||||||||
Maximum | Hoya Intermediate, LLC | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Warrant exercise price per share | $ 15 | ||||||||||
Maximum | Class A Common Stock | Warrants | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Number of Trading Days | 30 days |
Financial Instruments - Summary
Financial Instruments - Summary of Effects of Hedge Accounting and Interest Rate Swaps (Details) - Subsidiaries [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Beginning accumulated derivative loss in AOCL | $ (1,917) | |
Amount of gain (loss) recognized in AOCL | 887 | |
Less: Amount of loss reclassified from AOCL to income | (208) | |
Ending accumulated derivative loss in AOCL | (822) | |
Interest Rate Swap [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Beginning accumulated derivative loss in AOCL | (887) | |
Amount of gain (loss) recognized in AOCL | 887 | |
Less: Amount of loss reclassified from AOCL to income | 0 | |
Ending accumulated derivative loss in AOCL | 0 | |
Interest Rate Cap [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Beginning accumulated derivative loss in AOCL | $ (822) | (1,030) |
Amount of gain (loss) recognized in AOCL | 0 | 0 |
Less: Amount of loss reclassified from AOCL to income | (822) | (208) |
Ending accumulated derivative loss in AOCL | $ 0 | $ (822) |
Financial Instruments - Summa_2
Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Estimated volatility | 37% | 39% | 36% |
Expected term (years) | 8 years 7 months 6 days | 8 years 9 months 18 days | 9 years 9 months 18 days |
Risk-free rate | 3.50% | 3.90% | 1.50% |
Expected dividend yield | 0% | 0% | 0% |
Equity - Additional Information
Equity - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | |
Class A Common Stock | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Common units outstanding | 82,410,774 | 82,902,276 | 79,091,871 |
Common Stock, Voting Rights | one | ||
Common Units | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Common units outstanding | 196,268,297 | ||
Vivid Seats Inc | Redeemable Noncontrolling Interests [Member] | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Equity Method Investment, Ownership Percentage | 40.50% | ||
Hoya Topco, LLC | Senior Preferred Units | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Preferred units authorized | 100 | ||
Hoya Topco, LLC | Redeemable Preferred Units | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Preferred Units issued | 100 | ||
Hoya Topco, LLC | Common Units | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Preferred units authorized | 100 | ||
Hoya Topco, LLC | Redeemable Noncontrolling Interests [Member] | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Preferred Units outstanding | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
May 25, 2022 | Nov. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Termination date | Nov. 01, 2021 | |||||
Prepaid Expenses and Other Current Assets [Member] | ||||||
Insurance recovery assets | $ 0.5 | |||||
Hoya Intermediate, LLC | ||||||
Termination date | Nov. 01, 2021 | |||||
Claim settlement pool | 4.5 | $ 2.5 | ||||
Accrued liabilities | 0.9 | $ 1.7 | ||||
Payment of Commission | $ 0.1 | |||||
Share repurchase program, authorized amount | 5.3 | $ 1 | 4.3 | |||
Purchase obligations | 2.7 | |||||
Purchase obligations, Thereafter | 5.2 | |||||
Hoya Intermediate, LLC | Maximum | ||||||
Claim settlement pool | $ 2.5 | |||||
Payment of Commission | 0.1 | |||||
Hoya Intermediate, LLC | Prepaid Expenses and Other Current Assets [Member] | ||||||
Claim settlement pool | 4.5 | |||||
Hoya Intermediate, LLC | Canada | ||||||
Accrued liabilities | 0.9 | 0.9 | ||||
Class A Common Stock | Hoya Intermediate, LLC | ||||||
Share repurchase program, authorized amount | $ 40 | 7.6 | 32.5 | |||
Accrued Liabilities [Member] | ||||||
Accrued liabilities | $ 1.5 | $ 1.6 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Vivid Cheers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued charitable contributions payable | $ 0 | $ 600 | $ 600 | $ 2,400 |
Accrued charitable contributions payable | 0 | 0 | 1,300 | |
Viral [Member] | ||||
Related Party Transaction [Line Items] | ||||
Marketing and selling expenses | 0 | 100 | 800 | 200 |
Rolling Stone [Member] | ||||
Related Party Transaction [Line Items] | ||||
Marketing and selling expenses | 300 | 100 | 900 | 100 |
Khoros, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Marketing and selling expenses | $ 100 | $ 0 | ||
General and administrative expenses | $ 100 | $ 0 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 68,416 | $ (17,859) | $ (763,664) |
Foreign | 773 | (966) | (10,521) |
Total (loss) income before income taxes | $ 69,189 | $ (18,825) | $ (774,185) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
U.S. Federal | $ 15 | $ 0 |
State & Local | 248 | 304 |
Foreign | 0 | 0 |
Total current income tax expense (benefit) | 263 | 304 |
Deferred | ||
U.S. Federal | 0 | 0 |
State & Local | 0 | 0 |
Foreign | (1,853) | 0 |
Total deferred income tax expense (benefit) | (1,853) | 0 |
Total income tax expense (benefit) | $ (1,590) | $ 304 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
U.S. federal statutory income tax rate | 21% | 21% | |||
Deferred taxes realizable | $ 1,900 | ||||
Federal and state operating loss carryforwards expire beginning year | 2029 | ||||
Foreign operating loss carryforwards expire beginning year | 2037 | ||||
Operating loss carryforwards, state | $ 23,000 | ||||
Operating loss carryforwards, Federal | 45,500 | ||||
Deferred Tax Assets, Valuation Allowance | 118,734 | $ 145,668 | $ 1,828 | ||
Operating loss carryforwards, federal and state | 46,400 | ||||
Operating loss carryforwards, foreign | 5,300 | ||||
Impact of unrecognized tax benefits on effective tax rate, if recognized | $ 7,500 | ||||
Income tax expense in continuing operations | $ 300 | $ 100 | |||
State and Federal Net Operating Loss Rate | 21% | ||||
Federal [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
U.S. federal statutory income tax rate | 21% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
At U.S. statutory tax rate | 21% | 21% |
State income taxes | 1.80% | (1.10%) |
Foreign rate differential | 0.10% | 0.30% |
Pass-through loss / (income) | 0% | (14.30%) |
Noncontrolling interest | (12.30%) | (2.70%) |
Change in valuation allowance | (23.10%) | (3.50%) |
Deferred tax partnership adjustment | 10.10% | 0% |
Warrants Remeasurement | 0% | (1.40%) |
Research & Development Credit | (0.50%) | 0% |
Other | 0.60% | 0.10% |
Total income tax expense (benefit) | (2.30%) | (1.60%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Net operating loss | $ 12,740 | $ 9,670 | |
Interest carryforwards | 15,919 | 15,206 | |
Investment in partnerships | 91,302 | 120,706 | |
Other | 748 | 132 | |
Total deferred tax assets | 120,709 | 145,714 | |
Valuation Allowance | (118,734) | (145,668) | $ (1,828) |
Total deferred tax assets net of valuation allowance | 1,975 | 46 | |
Other | 122 | 46 | |
Total Deferred Tax Liabilities | 122 | 46 | |
Net Deferred Tax Asset / Liabilities | $ 1,853 | $ 0 |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets Valuation Allowance and Changes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Tax Disclosure [Abstract] | |||
Balance of beginning of period | $ 145,668 | $ 1,828 | |
Other | [1] | (6,154) | 0 |
Charged to costs and expenses | (15,961) | 646 | |
(Credited) charged to other accounts | (4,819) | 143,194 | |
Deductions | 0 | 0 | |
Ending balance | $ 118,734 | $ 145,668 | |
[1]This relates to a true-up of the investment in partnership deferred tax asset and related valuation allowance which has been updated to remove the basis that will only reverse upon sale as a capital loss. |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance at beginning of the year | $ 0 |
Tax positions taken in the prior year | 7,500 |
Balance at end of the year | $ 7,500 |
Equity Based Compensation (Addi
Equity Based Compensation (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 11, 2023 | Mar. 10, 2023 | Nov. 11, 2022 | Mar. 11, 2022 | Nov. 02, 2021 | Oct. 19, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 18, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Weighted average, term | 9 years | |||||||||||
Stock Option Exercise Price | $ 13.09 | |||||||||||
Outstanding Options, Granted | 2,700 | |||||||||||
Outstanding Options, Forfeited | 100,000 | 600 | ||||||||||
Weighted average grant date fair value | $ 3.66 | $ 3.99 | $ 3.71 | |||||||||
Stock options outstanding | 9,700,000 | 6,100 | 4,100 | |||||||||
Costs Incurred, Development Costs | $ 500 | |||||||||||
Compensation expense expected to be recognized | 3 years | |||||||||||
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ 11.24 | |||||||||||
Capitalized development costs | $ 100 | |||||||||||
Special dividend per share | $ 0.23 | |||||||||||
Weighted-average grant-date fair value per share, stock options outstanding | $ 12.09 | $ 13.39 | ||||||||||
Stock option, exercise price, decrease | $ 0.23 | |||||||||||
Directors | Class A Common Stock | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Dividend Paid Date | Nov. 02, 2021 | |||||||||||
Employees | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Expiration period | 10 years | |||||||||||
RSUs | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Awards granted in period | 2,500,000 | 1,787 | ||||||||||
Vested, amount | $ 500 | $ 100 | ||||||||||
Weighted average, term | 3 years | |||||||||||
Outstanding Options, Forfeited | 100,000 | |||||||||||
Weighted average grant date fair value | $ 7.17 | |||||||||||
Shares Outstanding | 4,500,000 | 2,600,000 | ||||||||||
Unrecognized compensation expense | $ 41,700 | |||||||||||
Equity-based compensation expense | $ 2,700 | 1,300 | $ 8,400 | $ 800 | $ 0 | |||||||
Unrecognized compensation expense | $ 26,600 | |||||||||||
RSUs | Employees | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Vesting period | 3 years | |||||||||||
Stock Options | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Vesting period | 3 years | 3 years | ||||||||||
Vested, amount | $ 3,500 | |||||||||||
Weighted average, term | 10 years | 3 years | ||||||||||
Stock Option Exercise Price | $ 7.17 | $ 0 | ||||||||||
Outstanding Options, Granted | 3,600,000 | 100,000 | 2,600,000 | 3,100,000 | ||||||||
Weighted average grant date fair value | $ 3.3 | |||||||||||
Stock options outstanding | 6,100,000 | |||||||||||
Unrecognized compensation expense | $ 29,100 | |||||||||||
Equity-based compensation expense | 1,800 | 1,100 | $ 6,200 | $ 800 | 0 | |||||||
Compensation expense expected to be recognized | 3 years | |||||||||||
Unrecognized compensation expense | $ 19,100 | |||||||||||
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ 3.83 | |||||||||||
Weighted-average grant-date fair value per share, stock options outstanding | $ 3.82 | $ 3.71 | ||||||||||
Employees [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Stock Option Exercise Price | $ 8.22 | $ 10.26 | $ 15 | |||||||||
Outstanding Options, Granted | 1,000,000 | |||||||||||
Profit Interests [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Unrecognized compensation expense | $ 3,500 | |||||||||||
Equity-based compensation expense | $ 1,000 | $ 4,500 | $ 4,400 | $ 4,300 | ||||||||
Compensation expense expected to be recognized | 2 years | 2 years | ||||||||||
Unrecognized compensation expense | $ 4,500 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Activity for RSUs (Details) - $ / shares | 12 Months Ended | |
Mar. 11, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances | $ 12.86 | |
Weighted-Average Grant Date Fair Value Per Share, Granted | 9.92 | |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 11.24 | |
Weighted-Average Grant Date Fair Value Per Share, Vested | 12.86 | |
Weighted-Average Grant Date Fair Value Per Share, Ending Balances | $ 10.99 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balances | 1,378 | |
Granted | 2,500,000 | 1,787 |
Forfeited | (290) | |
Vested | (324) | |
Ending Balances | 2,551 |
Equity Based Compensation - Fai
Equity Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options | 3 Months Ended | |||
Nov. 11, 2022 | Mar. 11, 2022 | Oct. 19, 2021 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 40% | 37.50% | 28% | 42% |
Expected term (years) | 5 years 10 months 24 days | 5 years 10 months 24 days | 10 years | 5 years 10 months 24 days |
Interest rate | 3.90% | 2% | 1.70% | 3.90% |
Dividend yield | 0% | 0% | 0% | 0% |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity for Stock Option (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Outstanding Options, Beginning Balance | 6,100 | 4,100 |
Outstanding Options, Granted | 2,700 | |
Outstanding Options, Forfeited | (100,000) | (600) |
Outstanding Options, Expired | (100) | |
Outstanding Options, Ending Balance | 9,700,000 | 6,100 |
Outstanding Options, Vested and exercisable | 1,000 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 12.09 | $ 13.39 |
Weighted Average Exercise Price, Granted | 10.17 | |
Weighted Average Exercise Price, Forfeited | 12.03 | |
Weighted Average Exercise Price, Expired | 13.39 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 12.09 | |
Weighted Average Exercise Price, Vested and exercisable | $ 13.38 | |
Weighted Average Remaining Contractual Term, Outstanding | 9 years | |
Weighted Average Remaining Contractual Term, Vested and exercisable | 9 years | |
Aggregate Intrinsic Value, Outstanding | $ 0 | |
Aggregate Intrinsic Value, Vested and exercisable | $ 0 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Activity for Unit Awards (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances | $ 12.86 | ||
Weighted-Average Grant Date Fair Value Per Share, Granted | 9.92 | ||
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 11.24 | ||
Weighted-Average Grant Date Fair Value Per Share, Ending Balances | $ 10.99 | $ 12.86 | |
Class B-1 Units | Hoya Topco, LLC | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Beginning Balances | 845,000 | 855,000 | |
Granted | 905,000 | ||
Forfeited | (9,000) | (10,000) | (50,000) |
Ending Balances | 836,000 | 845,000 | 855,000 |
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances | $ 2.32 | $ 2.32 | |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ 2.32 | ||
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 2.32 | 2.32 | 2.32 |
Weighted-Average Grant Date Fair Value Per Share, Ending Balances | $ 2.32 | $ 2.32 | $ 2.32 |
Class E Units | Hoya Topco, LLC | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Beginning Balances | 500,765 | 500,765 | 500,765 |
Ending Balances | 500,765 | 500,765 | 500,765 |
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances | $ 25.46 | $ 25.46 | $ 25.46 |
Weighted-Average Grant Date Fair Value Per Share, Ending Balances | $ 25.46 | $ 25.46 | $ 25.46 |
Class D Units | Hoya Topco, LLC | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Beginning Balances | 1,987,840 | 2,048,240 | 832,510 |
Granted | 1,755,000 | ||
Repurchased | (97,604) | ||
Forfeited | (35,510) | (60,400) | (441,666) |
Ending Balances | 1,952,330 | 1,987,840 | 2,048,240 |
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances | $ 4.6 | $ 4.67 | $ 15.63 |
Weighted-Average Grant Date Fair Value Per Share, Granted | 0.89 | ||
Weighted-Average Grant Date Fair Value Per Share, Repurchased | 15.95 | ||
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 2.91 | 7.01 | 7.81 |
Weighted-Average Grant Date Fair Value Per Share, Ending Balances | $ 4.6 | $ 4.6 | $ 4.67 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of net loss attributable to redeemable noncontrolling interests (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | |
Net income—Hoya Intermediate | $ 30,272 | $ 3,138 | |||
Hoya Topco's weighted average % allocation of Hoya Intermediate's net income (loss) | 59.90% | 59.80% | 59.90% | 59.50% | |
Net income (loss) attributable to Hoya Topco's redeemable noncontrolling interests | $ (3,010) | $ 18,090 | $ 1,879 | $ 42,117 | |
Net income (loss) | $ (5,024) | $ 12,182 | $ 1,259 | $ 70,794 | $ (774,185) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator for earnings per share calculation | ||||||
Net Income (loss) | $ 30,272 | $ 3,138 | ||||
Less: Income attributable to redeemable noncontrolling interests | $ (3,010) | 18,090 | 1,879 | $ 42,117 | ||
Net income attributable to Class A Common Stockholders-diluted | $ 12,182 | $ 1,259 | ||||
Basic EPS | ||||||
Effect of dilutive Noncontrolling Interest | 118,200,000 | 118,200,000 | ||||
Effect of RSUs | 0 | 20 | 0 | 28,228 | ||
Effect of dilutive Exercise Warrants | 0 | 0 | ||||
Diluted EPS | ||||||
Effect of Noncontrolling Interest | 16,849 | 1,720 | ||||
Effect of Exercise Warrants | 0 | 0 | ||||
Effect of Exercise Warrants | 0 | 0 | ||||
Hoya Intermediate, LLC | ||||||
Numerator for earnings per share calculation | ||||||
Net Income (loss) | $ 30,272 | $ 3,138 | $ 70,779 | $ (19,129) | $ (774,185) | |
Less: Income attributable to redeemable noncontrolling interests | $ (3,010) | (42,117) | ||||
Net income attributable to Class A Common Stockholders-diluted | 28,662 | $ (2,461) | $ 0 | |||
Net income attributable to common stockholders, basic | (6,293) | $ 70,779 | ||||
Denominator for earnings per share calculation | ||||||
Weighted average Class A common stock outstanding-basic | 77,410,820 | 79,151,929 | 80,257,247 | 77,498,775 | ||
Weighted-average shares, diluted | 195,823,982 | 198,414,147 | 198,744,381 | 77,498,775 | ||
Basic EPS | ||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (6,293) | $ 70,779 | ||||
Effect of dilutive Noncontrolling Interest | 0 | 42,056 | ||||
Effect of RSUs | 0 | 213,162 | 26,593 | 6 | ||
Net income per Class A common stock-basic | $ 0.16 | $ 0.02 | $ 0.36 | $ (0.04) | ||
Effect of dilutive Exercise Warrants | 0 | 55 | ||||
Effect of Dilutive Hoya Intermediate Warrants, Basic | (123) | 0 | ||||
Diluted EPS | ||||||
Effect of Noncontrolling Interest | 0 | 118,200,000 | ||||
Effect of Exercise Warrants | 0 | 258,906 | ||||
Effect of Exercise Warrants | 0 | 55 | ||||
Net income per Class A common stock-diluted | $ 0.15 | $ 0.02 | $ 0.36 | (0.04) | ||
Common Class A [Member] | ||||||
Numerator for earnings per share calculation | ||||||
Net income attributable to Class A Common Stockholders-diluted | $ 29,051 | $ 2,988 | ||||
Net income attributable to common stockholders, basic | $ 12,182 | $ 1,259 | ||||
Denominator for earnings per share calculation | ||||||
Weighted average Class A common stock outstanding-basic | 77,410,820 | 79,151,929 | ||||
Weighted-average shares, diluted | 195,823,982 | 198,414,147 | ||||
Basic EPS | ||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 12,182 | $ 1,259 | ||||
Net income per Class A common stock-basic | $ 0.16 | $ 0.02 | ||||
Diluted EPS | ||||||
Net income per Class A common stock-diluted | $ 0.15 | $ 0.02 | ||||
Common Class A [Member] | Hoya Intermediate, LLC | ||||||
Numerator for earnings per share calculation | ||||||
Net income attributable to Class A Common Stockholders-diluted | $ (3,406) | $ (70,779) | ||||
Net income attributable to common stockholders, basic | $ (3,283) | $ 28,662 | ||||
Denominator for earnings per share calculation | ||||||
Weighted average Class A common stock outstanding-basic | 77,498,775 | 80,257,247 | ||||
Weighted-average shares, diluted | 77,498,775 | 198,744,381 | ||||
Basic EPS | ||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (3,283) | $ 28,662 | ||||
Net income per Class A common stock-basic | $ 0.36 | (0.04) | ||||
Diluted EPS | ||||||
Net income per Class A common stock-diluted | $ 0.36 | $ (0.04) |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 0 | 0 | ||
Subsidiaries [Member] | RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 1,224,919 | 1,378,111 | ||
Subsidiaries [Member] | Public Warrants and Private Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 13,286,644 | 24,652,569 | 13,286,644 | 24,652,569 |
Subsidiaries [Member] | Exercise Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 17,000,000 | 34,000,000 | ||
Subsidiaries [Member] | Hoya Intermediate Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 6,000,000 | 4,000,000 | ||
Subsidiaries [Member] | Shares of Class B common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 0 | 118,200,000 | ||
Subsidiaries [Member] | RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 991,301 | 1,292,011 | ||
Subsidiaries [Member] | Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 9,698,759 | 6,660,995 | 6,300,837 | 4,061,486 |
Subsidiaries [Member] | Exercise Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 34,000,000 | 17,000,000 | ||
Subsidiaries [Member] | Hoya Intermediate Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive common equivalent units | 6,000,000 | 6,000,000 |
Redeemable noncontrolling Int_2
Redeemable noncontrolling Interests (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Class A Common Stock | |
Noncontrolling Interest [Line Items] | |
Conversion Basis | one-to-one |
Class B Common Stock | Hoya Topco L L C [Member] | |
Noncontrolling Interest [Line Items] | |
Common units ownership | 100% |
Hoya Intermediate, LLC | Hoya Topco L L C [Member] | |
Noncontrolling Interest [Line Items] | |
Common units ownership | 59.50% |