Vivid Seats Inc.
For the period ended Mar 31, 2025. Filed May 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 6, 2025
SEAT$2.09-23.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0000950170-24-122768
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0000950170-25-063944
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 119 previous paragraphs and 151 current paragraphs.
20 unchanged; 54 reworded; 74 added; 44 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 11 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (74)
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Marketplace Segment
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Resale Segment
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Key Business Metrics and Non-U.S. GAAP Financial Measure
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Resale orders represent the volume of Resale-related transactions processed through a given platform (including our own) in a period, net of event cancellations that occurred during the period. During the three months ended March 31, 2025 and 2024, our Resale segment experienced 885 and 872 event cancellations, respectively.
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Marketplace GOV can be impacted by seasonality. Typically, we experience slightly increased activity in the fourth quarter when all major sports leagues are in season, concert on-sales begin for the following year, and theater event orders increase during the holiday season. Quarterly fluctuations in Marketplace GOV can result from, among other things:
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Event supply;
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The popularity of and demand for certain artists, sports teams, tours, and events;
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Event cancellations.
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Marketplace GOV decreased by $208.1 million, or 20%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease resulted primarily from lower order volumes in our Marketplace segment.
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Marketplace Orders
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Marketplace orders decreased by 0.6 million, or 20%,during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease resulted primarily from a decrease in Marketplace orders.
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Resale Orders
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During the three months ended March 31, 2025 and 2024, we received abatements and recognized other liability reductions related to our obligation to remit uncollected indirect taxes (including sales taxes) in certain U.S. and foreign jurisdictions.
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Relates to losses incurred during the three months ended March 31, 2025 in connection with the extinguishment of the 2024 First Lien Loan that are unrelated to our core business operations.
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Macroeconomic Environment and Demand for Live Events
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Consumer demand for live concert, sporting, and theater events is affected by discretionary consumer and corporate spending, which is impacted by, among other things, macroeconomic factors (e.g., unemployment levels, fuel prices, interest rates, and inflation) and changes in tax rates and tax laws. Changes in trade policy can also indirectly affect demand for live events. Recently enacted and proposed tariffs and trade policies of the United States and other countries have introduced uncertainty in the global economy. During periods of such uncertainty, or of actual or perceived unfavorable economic conditions, consumers may reallocate their discretionary spending or determine they have fewer funds available for discretionary spending. This can decrease demand for and attendance at live events, as well as reduce ticket sales, which would adversely affect our revenue and operating results. In addition, any decrease in tourism to the United States as a result of perceptions of U.S. policies could disproportionately affect our business, as many tourists are consumers of live events and substantially all of our sales occur in the United States.
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The following table presents our results of operations for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
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Total Revenues
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The following table presents total revenues by segment for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
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Total revenues decreased by $26.8 million, or 14%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease resulted primarily from a decrease in Marketplace orders.
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Marketplace Revenues
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Marketplace revenues decreased by $26.3 million, or 16%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease resulted primarily from a decrease in Marketplace orders of 0.6 million, or 20%, partly offset by a higher Marketplace take rate (defined as Marketplace revenues divided by Marketplace GOV).
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Marketplace cancellation charges, which generally have a negative impact on Marketplace revenues, represented a $5.3 million reduction to Marketplace revenues during the three months ended March 31, 2025 compared to a $9.2 million reduction to Marketplace revenues during the three months ended March 31, 2024. The decrease resulted primarily from lower payment-related chargeback activity primarily due to lower volume.
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The decrease in Owned Properties revenues during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 resulted primarily from a decrease in Marketplace orders partly offset by a higher Marketplace take rate.
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To a lesser extent, we also earn Marketplace revenue in the form of referral fees charged to third-party insurance providers in exchange for offering event insurance to ticket buyers. Marketplace revenue earned from referral fees during the three months ended March 31, 2025 and 2024 was $5.9 million and $6.8 million, respectively. The decrease resulted primarily from lower order volumes in our Marketplace segment.
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Resale Revenues
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Resale revenues decreased by $0.6 million, or 2%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Despite an increase in Resale orders, the decrease resulted primarily from a lower average order size per Resale order and higher Resale cancellation charges.
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Resale cancellation charges, which generally have a negative impact on Resale revenues, represented a $0.5 million reduction to Resale revenues during the three months ended March 31, 2025 compared to a $0.3 million reduction to Resale revenues during the three months ended March 31, 2024.
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Cost of Revenues
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Total Cost of Revenues
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Total cost of revenues decreased by $5.1 million, or 10%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease resulted primarily from a decrease in Marketplace orders.
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Marketplace Cost of Revenues
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Marketplace cost of revenues decreased by $5.1 million, or 20%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease, which was primarily due to the decrease in Marketplace orders, was consistent with the 20% decrease in Marketplace GOV during the same period.
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Resale Cost of Revenues
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Resale cost of revenues increased by $0.1 million, or 0%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
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Total Marketing and Selling
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The following table presents total marketing and selling expenses by advertising category for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
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Total marketing and selling expenses, which are entirely attributable to our Marketplace segment, decreased by $3.6 million, or 5%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was not consistent with the 16% decrease in Marketplace revenues during the same period, primarily due to higher investment in digital performance marketing channels.
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Online Advertising
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Online advertising costs decreased by $2.7 million, or 4%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease resulted from a decrease in Marketplace orders, partly offset by higher investment in digital performance marketing channels.
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Removed paragraphs (44)
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Resale
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Key Business Metrics
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Total Resale orders represents the volume of Resale segment orders in a period, net of cancellations that occurred during that period. During the three and nine months ended September 30, 2024, our Resale segment experienced 2,411 and 4,494 cancellations, respectively, compared to 851 and 2,363 cancellations during the three and nine months ended September 30, 2023, respectively.
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Marketplace GOV decreased during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily as a result of a decrease in average order size for concert events, including due to a shift in venue mix away from stadiums, and an increase in cancellations. Conversely, Marketplace GOV increased during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily as a result of an increase in Total Marketplace orders.
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Total Marketplace Orders
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Total Resale Orders
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We have historically incurred sales tax expense in jurisdictions where we expected to collect and remit indirect taxes, but were not yet collecting from customers. During the three and nine months ended September 30, 2024, we accrued for additional sales and indirect tax liabilities in jurisdictions where we are not yet collecting from customers and settled certain local admission tax liabilities for less than the amount that was accrued as of December 31, 2023.
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Relates to the revaluation of Vivid Picks cash earnouts.
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Recent Business Acquisitions
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Vegas.com Acquisition
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On November 3, 2023, we acquired VDC Holdco, LLC, the parent company of Vegas.com, LLC (together, “Vegas.com”), an online ticket marketplace for live event enthusiasts exploring Las Vegas, Nevada. The purchase price was $248.3 million, comprising $152.8 million in cash and approximately 15.6 million shares of our Class A common stock. We financed the cash portion of the purchase price at closing with cash on hand. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting.
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Wavedash Acquisition
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On September 8, 2023, we acquired WD Holdings Co., Ltd., the parent company of Wavedash Co., Ltd. (together, “Wavedash”), an online ticket marketplace headquartered in Tokyo, Japan. The purchase price was JPY 10,946.1 million, or approximately $74.3 million based on the exchange rate in effect on the acquisition date, before considering the net effect of cash acquired. We financed the purchase price at closing with cash on hand. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting.
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The following table sets forth our results of operations (in thousands, except percentages):
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The following table presents revenues by segment (in thousands, except percentages):
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Total revenues decreased $1.5 million, or 1%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease, which occurred only in our Marketplace segment, resulted primarily from a decrease in average order size and an increase in cancellations, partially offset by revenue from Vegas.com and Wavedash. Total revenues increased $61.2 million, or 12%, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase, which occurred in both our Marketplace and Resale segments, resulted primarily from an increase in orders processed, which was due in part to the nine months ended September 30, 2024 including orders processed through Vegas.com and Wavedash.
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Marketplace revenues decreased $1.7 million, or 1%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease resulted primarily from a decrease in average order size for concert events, including due to a shift in venue mix away from stadiums, and an increase in cancellations. Marketplace revenues increased $52.6 million, or 12%, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase resulted primarily from an increase in Total Marketplace orders.
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Total Marketplace orders decreased 0.1 million, or 2%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease resulted primarily from an increase in cancellations, partially offset by orders from Vegas.com and Wavedash. Total marketplace orders increased 1.0 million, or 13%, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase resulted primarily from an increase in the number of orders processed, particularly for theater events, which was due in part to the nine months ended September 30, 2024 including orders processed through Vegas.com and Wavedash.
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Cancellation charges, which are classified as a reduction to revenues, represented a $7.3 million reduction to revenues for the three months ended September 30, 2024 compared to a $1.0 million increase to revenues for the three months ended September 30, 2023, and a $20.4 million reduction to revenues for the nine months ended September 30, 2024 compared to a $7.6 million reduction to revenues for the nine months ended September 30, 2023. The increase in cancellation charges was primarily due to a higher number of event cancellations, including certain large concert tour cancellations, and lower revenue recognized from customer credit breakage.
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The increase in Owned Properties revenues during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 resulted primarily from an increase in the number of orders processed, which was due in part to the three and nine months ended September 30, 2024 including orders processed through Vegas.com and Wavedash.
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In our Marketplace segment, we also earn referral fee revenue by offering event ticket insurance to ticket buyers using a third-party insurance provider. Our referral fee revenue was $6.0 million and $19.6 million during the three and nine months ended September 30, 2024, respectively, and $7.3 million and $21.9 million during the three and nine months ended September 30, 2023, respectively. The decrease was primarily due to a decline in the insurance attachment rate to orders.
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Resale
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Resale revenues increased $0.2 million, or 1%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and increased $8.6 million, or 10%, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase resulted primarily from an increase in Total Resale orders.
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Cancellation charges, which are classified as a reduction to revenues, negatively impacted Resale revenues by $0.3 million and $1.1 million for the three and nine months ended September 30, 2024, respectively, compared to $0.3 million and $1.0 million for the three and nine months ended September 30, 2023, respectively.
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Cost of Revenues (Exclusive of Depreciation and Amortization)
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Total cost of revenues increased $0.6 million, or 1%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase resulted primarily from an increase in Total Resale orders. Total cost of revenues increased $18.5 million, or 14%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase resulted primarily from higher order volume in both our Marketplace and Resale segments.
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Marketplace cost of revenues decreased $0.9 million, or 4%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and increased $7.6 million, or 11%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The changes were relatively consistent with the changes in Marketplace GOV, which decreased by 13% and increased by 3% during the same respective periods.
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Resale
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Resale cost of revenues increased $1.4 million, or 5%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and increased $10.9 million, or 17%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increases were not consistent with the increases in Resale revenues, which increased by 1% and 10% during the same respective periods, due to certain event categories with lower margins.
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The following table presents marketing and selling expenses (in thousands, except percentages):
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Marketing and selling expenses, which are entirely attributable to our Marketplace segment, decreased $9.2 million, or 12%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease primarily resulted from a decrease in offline advertising. Marketing and selling expenses increased $8.7 million, or 4%, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase primarily resulted from higher spending on online advertising, which increased by $15.1 million, or 9%, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase in online advertising spending was primarily driven by an increase in performance marketing channel spend. The changes in Marketing and selling expenses were relatively consistent with the changes in Marketplace GOV, which decreased by 13% and increased by 3% during the same respective periods.
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The following table presents general and administrative expenses (in thousands, except percentages):
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Total general and administrative expenses increased $9.1 million, or 24%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and increased $41.8 million, or 39%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to higher personnel expenses from higher equity-based compensation expense and higher employee headcount, including headcount added through our acquisitions of Vegas.com and Wavedash. The June 2024 repurchase and cancellation by Hoya Topco (using its own funds) of all of its outstanding profits interests and phantom units held by our employees also contributed to higher equity-based compensation expense during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 (for more information, see Note 18, Equity-Based Compensation, to our condensed consolidated financial statements included elsewhere in this Report). Non-income tax expense increased as a result of accruing for sales and indirect taxes in jurisdictions where we believe it is probable we should remit but have not yet collected from customers. The increase in other expenses for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 was primarily driven by higher computer, telecom and office expenses and higher professional service fees, including expenses and fees incurred by Vegas.com and Wavedash.
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Other Expense (Income)
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Interest expense – net increased $3.8 million, or 148%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and increased $8.1 million, or 94%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to a higher amount of outstanding principal debt and lower interest income earned on cash balances.
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Other Income
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Other income increased $8.0 million, or 769%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and increased $2.9 million, or 787%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to the fair value remeasurement of warrants and foreign currency revaluation gains.
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Income Tax Expense (Benefit)
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Income tax expense increased $1.7 million during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and increased $28.7 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to the June 30, 2023 release of our previously recorded valuation allowance on our U.S. tax attributes carryforward deferred tax assets, which produced a sizable income tax benefit for the nine months ended September 30, 2023.
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Share Repurchase Programs
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Reworded paragraphs (54)
Previous wording
This discussion is intended to help readers understand our financial condition and results of operations and is provided as an addition to, and should be read together with, our condensed consolidated financial statements and accompanying notes included elsewhere in this Report, as well as our audited consolidated financial statements and accompanying notes contained in our 2023 Form 10-K. This discussion contains forward-looking statements, which are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in the “Risk Factors” and “Forward-Looking Statements” sections of this Report and our 2023 Form 10-K.
Current wording
This discussion should be read together with our condensed consolidated financial statements and accompanying notes included elsewhere in this Report, as well as our audited consolidated financial statements and accompanying notes contained in our 2024 Form 10-K. This discussion contains forward-looking statements, which are subject to a number of risks and uncertainties, including those discussed in the “Risk Factors” and “Forward-Looking Statements” sections of this Report and our 2024 Form 10-K.
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We are an online ticket marketplace that utilizes our technology platform to connect fans of live events seamlessly with ticket sellers. Our mission is to empower and enable fans to Experience It Live. We believe in the power of shared experiences to connect people with live events delivering some of life’s most exciting moments. We operate a technology platform and marketplace that enables ticket buyers to easily discover and purchase tickets to live events and attractions and book hotel rooms and packages, while enabling ticket sellers and partners to seamlessly manage their operations. We differentiate from competitors by offering an extensive breadth and depth of ticket listings at a competitive value. The following table summarizes our Marketplace Gross Order Value (“Marketplace GOV”), revenues, net income and Adjusted EBITDA for the three and nine months ended September 30, 2024 and 2023 (in thousands):
Current wording
We are an online ticket marketplace that utilizes our technology platform to connect fans of live events seamlessly with ticket sellers. Our mission is to empower and enable fans to Experience It Live. We believe in the power of shared experiences to connect people with live events that deliver some of life’s most exciting moments. We operate a technology platform and marketplace that enables ticket buyers to easily discover and purchase tickets to live events and book hotel rooms and packages while enabling ticket sellers and partners to seamlessly manage their operations. We differentiate from competitors by offering an extensive breadth and depth of ticket listings at a competitive value.
Previous wording
See the “Key Business Metrics” section below for more information on Marketplace GOV and Adjusted EBITDA, which is a financial measure not defined under accounting principles generally accepted in the United States of America (“US GAAP”).
Current wording
See the “Key Business Metrics and Non-U.S. GAAP Financial Measure” section below for more information on Marketplace GOV and adjusted EBITDA, which is a financial measure not defined under accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Previous wording
In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers and partners through which we earn revenue processing ticket sales for live events and attractions and from facilitating the booking of hotel rooms and packages from our Owned Properties and from our Private Label offering. Our Owned Properties consist of our websites and mobile applications, including Vivid Seats, Vegas.com (as defined herein) and Wavedash (as defined herein), and our Private Label offering consists of numerous distribution partners. The Owned Properties component of our Marketplace segment also includes our Vivid Picks daily fantasy sports offering, where users partake in contests by making picks from a variety of sport and player matchups. Using our online platform, we facilitate customer payments, deposits and withdrawals, coordinate ticket deliveries and provide customer service. We do not hold ticket inventory in our Marketplace segment.
Current wording
In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners, for which we earn revenue from processing ticket sales for live events and facilitating the booking of hotel rooms and packages through our Owned Properties, which consists of (i) Vivid Seats; (ii) Wavedash Co., Ltd. (“Wavedash”), an online ticket marketplace headquartered in Tokyo, Japan, which we acquired in September 2023; (iii) Vegas.com, LLC, an online ticket marketplace for live event enthusiasts exploring shows, attractions, tours, flights, and hotels in Las Vegas, which we acquired in November 2023; and (iv) Vivid Picks, a real-money daily fantasy sports mobile application where users partake in contests by making player picks from a wide selection of individual and player matchup projections across a variety of sports and through our Private Label Offering, which consists of numerous distribution partners. To a lesser extent, we also earn revenue from offering event insurance to ticket buyers. Using our online platform, we facilitate customer payments, deposits and withdrawals, coordinate ticket deliveries, and provide customer service. We do not hold ticket inventory in our Marketplace segment.
Previous wording
We primarily earn revenue from service and delivery fees charged to ticket buyers. We also earn referral fee revenue by offering event ticket insurance to ticket buyers using a third-party insurance provider. The revenue we earn from our Vivid Picks daily fantasy sports offering is the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives.
Current wording
The amount of Marketplace revenue earned in a given period is primarily represented by service and delivery fees charged to ticket buyers. For Vivid Picks, the amount of Marketplace revenue earned in a given period is represented by the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives. For event insurance, the amount of Marketplace revenue earned in a given period is represented by referral fees charged to third-party insurance providers.
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We incur costs for developing and maintaining our platform, providing back-office support and customer service, facilitating payments and deposits, and shipping non-electronic tickets. We also incur substantial marketing costs, primarily related to online advertising.
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The main costs we incur in our Marketplace segment relate to developing and maintaining our online platform, providing back-office support and customer service, facilitating payments and deposits, and shipping non-electronic tickets. We also incur substantial marketing costs, primarily related to online advertising.
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A key component of our platform is Skybox, a proprietary enterprise resource planning (“ERP”) tool used by the majority of ticket sellers. Skybox is a free-to-use system that helps ticket sellers manage ticket inventories, adjust pricing and fulfill orders across multiple ticket resale marketplaces. Professional ticket sellers use an ERP to manage their operations, and Skybox is their most widely adopted ERP.
Current wording
A key component of our online platform is Skybox, a proprietary enterprise resource planning (“ERP”) tool that is used by the majority of ticket sellers. Skybox is a free-to-use system that helps ticket sellers manage ticket inventories, adjust pricing, and fulfill orders across multiple ticket resale marketplaces. Professional ticket sellers use ERPs to manage their operations, and Skybox is their most widely adopted ERP.
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In our Resale segment, we primarily acquire tickets to resell on secondary ticketing marketplaces, including our own. Our Resale segment also provides internal research and development support for Skybox and our ongoing efforts to deliver industry-leading seller software and tools.
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In our Resale segment, we primarily acquire tickets to resell on secondary ticketing marketplaces, including our own. Our Resale segment also provides internal research and development support for Skybox and supplements our ongoing efforts to deliver industry-leading seller software and tools.
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We use the following metrics to evaluate our performance, identify trends, formulate financial projections and make strategic decisions. We believe these metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team.
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We use the following metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe these metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as management.
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The following table summarizes our key business metrics (in thousands):
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The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three months ended March 31, 2025 and 2024 (in thousands):
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Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on our platform in a period, inclusive of fees, exclusive of taxes and net of cancellations that occurred during that period. During the three and nine months ended September 30, 2024, Marketplace GOV was negatively impacted by cancellations in the amount of $35.4 million and $74.9 million, respectively, compared to $10.1 million and $33.9 million during the three and nine months ended September 30, 2023, respectively.
Current wording
Marketplace GOV represents the total transactional amount of Marketplace orders placed on our online platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during the period. During the three months ended March 31, 2025 and 2024, Marketplace GOV was negatively impacted by event cancellations in the amount of $15.5 million and $18.3 million, respectively.
Previous wording
Total Marketplace orders represents the volume of Marketplace segment orders placed on our platform in a period, net of cancellations that occurred during that period. During the three and nine months ended September 30, 2024, our Marketplace segment experienced 77,012 and 179,453 cancellations, respectively, compared to 28,203 and 78,034 cancellations during the three and nine months ended September 30, 2023, respectively.
Current wording
Marketplace orders represent the volume of Marketplace-related transactions processed through our online platform in a period, net of event cancellations that occurred during the period. During the three months ended March 31, 2025 and 2024, our Marketplace segment experienced 42,353 and 50,049 event cancellations, respectively.
Previous wording
Adjusted EBITDA is a non-GAAP financial measure. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for making period-to-period comparisons of our business performance. See the “Adjusted EBITDA” section below for more information and a reconciliation of Adjusted EBITDA to its most directly comparable US GAAP measure.
Current wording
Adjusted EBITDA is a non-U.S. GAAP financial measure. We believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations and serves as a useful measure for making period-to-period comparisons of our business performance. See the “Adjusted EBITDA” section below for more information, including a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure.
Previous wording
Marketplace GOV is a key driver of our Marketplace segment revenue. Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on our platform in a period, inclusive of fees, exclusive of taxes and net of cancellations that occurred during that period. Marketplace GOV reflects our ability to attract and retain customers, as well as the overall health of the industry.
Current wording
Marketplace GOV is a key driver of Marketplace revenue. Marketplace GOV represents the total transactional amount of Marketplace orders placed on our online platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during the period. Marketplace GOV reflects our ability to attract and retain customers and provides insight into the overall health of the industry.
Previous wording
Marketplace GOV can be impacted by seasonality. Quarterly fluctuations in Marketplace GOV can result from changes in event supply, the popularity and demand of performers, tours, teams and events, the mix of concert venue types among stadiums, arenas and amphitheaters, the length and team composition of sports playoff series and championship games, and the number of cancellations.
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The mix of concert venue types between stadiums, arenas, and amphitheaters;
Previous wording
Total Marketplace orders represents the volume of Marketplace segment orders placed on our platform in a period, net of cancellations that occurred during that period. An order can include one or more tickets, hotel rooms or parking passes. Total Marketplace orders allows us to monitor order volume and better identify trends within our Marketplace segment. Total Marketplace orders decreased during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily as a result of an increase in cancellations, partially offset by revenues from Vegas.com and Wavedash. Conversely, Total Marketplace orders increased during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily as a result of an increase in the number of orders processed, which was due in part to the nine months ended September 30, 2024 including orders processed through Vegas.com and Wavedash.
Current wording
Marketplace orders represent the volume of Marketplace-related transactions processed through our online platform in a period, net of event cancellations that occurred during the period. A Marketplace order can include one or more tickets, hotel rooms, or parking passes. Marketplace orders allow us to monitor transaction volume and better identify trends within our Marketplace segment.
Previous wording
Total Resale orders represents the volume of Resale segment orders in a period, net of cancellations that occurred during that period. An order can include one or more tickets or parking passes. Total Resale orders allows us to monitor order volume and better identify trends within our Resale segment. Total Resale orders increased during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, primarily as a result of higher activity in our Resale segment.
Current wording
Resale orders represent the volume of Resale-related transactions processed through a given platform (including our own) in a period, net of event cancellations that occurred during the period. A Resale order can include one or more tickets or parking passes. Resale orders allow us to monitor transaction volume and better identify trends within our Resale segment.
Previous wording
Total Resale orders increased less than 0.1 million, or 5%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and increased less than 0.1 million, or 16%, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase resulted primarily from higher order volume.
Current wording
Resale orders increased by less than 0.1 million, or 6%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase resulted primarily from higher activity in our Resale segment.
Previous wording
Adjusted EBITDA is a key measure used by our management team internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. Moreover, we believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for making period-to-period comparisons of our business performance and highlighting trends in our operating results.
Current wording
We present adjusted EBITDA, which is a non-U.S. GAAP financial measure, because it is a key measure used by analysts, investors, and others to evaluate companies in our industry. Adjusted EBITDA is also used by management to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
Previous wording
We present Adjusted EBITDA, which is a non-GAAP financial measure, because it is a measure frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe this measure is helpful in highlighting trends in our operating results because it excludes the impact of items that are outside of our control or not reflective of ongoing performance related directly to the operation of our business.
Current wording
We believe adjusted EBITDA is a useful measure for understanding, evaluating, and highlighting trends in our operating results and for making period-to-period comparisons of our business performance because it excludes the impact of items that are outside of our control and/or not reflective of ongoing performance related directly to the operation of our business.
Previous wording
Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with US GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with US GAAP and may exclude recurring costs, such as interest expense – net, equity-based compensation, litigation, settlements and related costs, change in fair value of warrants, change in fair value of derivative assets and foreign currency revaluation losses (gains). In addition, other companies may calculate Adjusted EBITDA differently than we do, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the US GAAP amounts excluded from Adjusted EBITDA.
Current wording
Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with U.S. GAAP and may exclude certain recurring costs such as income tax expense, interest expense – net, depreciation and amortization, sales tax liabilities, transaction costs, equity-based compensation, litigation, settlements, and related costs, change in fair value of warrants, loss on asset disposals, change in fair value of derivative asset, unrealized foreign currency losses (gains), and loss on extinguishment of debt. In addition, other companies may calculate adjusted EBITDA differently than we do, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts that are excluded from our presentation of adjusted EBITDA.
Previous wording
The following table provides a reconciliation of Adjusted EBITDA to its most directly comparable US GAAP measure, net income (in thousands):
Current wording
The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure, for the three months ended March 31, 2025 and 2024 (in thousands):
Previous wording
Relates to legal, accounting, tax and other professional fees; personnel-related costs, which consist of retention bonuses; integration costs; and other transaction-related expenses. Costs in the three and nine months ended September 30, 2024 primarily related to the refinancing of the February 2022 First Lien Loan with the June 2024 First Lien Loan (each as defined herein), share repurchases, acquisitions and strategic investments. Costs in the three and nine months ended September 30, 2023 primarily related to a secondary offering of our Class A common stock, acquisitions and strategic investments.
Current wording
Consists of: (i) legal, accounting, tax, and other professional fees; (ii) personnel costs related to retention bonuses; (iii) integration costs; and (iv) other transaction-related expenses, none of which are considered indicative of our core operating performance. Costs in the three months ended March 31, 2025 primarily related to potential strategic transactions that were explored during the period, the refinancing of the 2024 First Lien Loan with the 2025 First Lien Loan (each as defined herein), repurchases of our Class A common stock, and various strategic investments. Costs in three months ended March 31, 2024 primarily related to acquisitions and various strategic investments.
Previous wording
Relates to equity granted pursuant to our 2021 Incentive Award Plan, as amended, and profits interests issued prior to our merger transaction with Horizon Acquisition Corporation (the “Merger Transaction”), neither of which are considered indicative of our core operating performance.
Current wording
Costs in the three months ended March 31, 2025 primarily related to equity granted pursuant to our 2021 Incentive Award Plan, as amended (the “2021 Plan”), which is not considered indicative of our core operating performance. Costs in three months ended March 31, 2024 primarily related to equity granted pursuant to the 2021 Plan and profits interests issued prior to the October 2021 transaction pursuant to which Horizon Acquisition Corporation merged with and into us (the “Merger Transaction”), neither of which are considered indicative of our core operating performance.
Previous wording
Relates to external legal costs, settlement costs and insurance recoveries that were unrelated to our core business operations.
Current wording
Relates to external legal costs, settlement costs, and insurance recoveries that are unrelated to our core business operations.
Previous wording
Relates to the revaluation of warrants to purchase common units (“Intermediate Units”) of Hoya Intermediate held by Hoya Topco, LLC (“Hoya Topco”) following the Merger Transaction.
Current wording
Relates to the revaluation of warrants to purchase common units of Hoya Intermediate (“Intermediate Units”) held by Hoya Topco, LLC (“Hoya Topco”) following the Merger Transaction that are unrelated to our core business operations.
Previous wording
Relates to asset disposals, which are not considered indicative of our core operating performance.
Current wording
Relates to disposals of fixed assets, which are not considered indicative of our core operating performance.
Previous wording
Relates to the revaluation of derivatives recorded at fair value.
Current wording
Relates to the revaluation of derivatives recorded at fair value that are unrelated to our core business operations.
Previous wording
Relates to unrealized foreign currency revaluation losses (gains) from the remeasurement of non-operating assets and liabilities denominated in non-functional currencies on the balance sheet date.
Current wording
Relates to unrealized foreign currency losses (gains) resulting from the remeasurement of non-operating assets and liabilities denominated in non-functional currencies on the balance sheet date, which are not considered indicative of our core operating performance.
Previous wording
During the nine months ended September 30, 2024, there were no material changes to the “Key Factors Affecting Our Performance” disclosed in our 2023 Form 10-K. Our financial position and results of operations depend to a significant extent on those factors.
Current wording
Other than as set forth below, during the three months ended March 31, 2025, there were no material changes to the “Key Factors Affecting Our Performance” discussed in our 2024 Form 10-K. Our financial position and results of operations depend to a significant extent on those factors.
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2024 and 2023
Current wording
Comparison of the Three Months Ended March 31, 2025 and 2024
Previous wording
The following table presents Marketplace revenues by event category (in thousands, except percentages):
Current wording
The following table presents Marketplace revenues by event category for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
Previous wording
The following table presents Marketplace revenues by business model (in thousands, except percentages):
Current wording
The following table presents Marketplace revenues by business model for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
Previous wording
The decrease in Private Label revenues during the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 resulted primarily from the negative impact to revenue of decreased customer credit breakage.
Current wording
The decrease in Private Label Offering revenues during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 resulted primarily from a decrease in Marketplace orders.
Previous wording
The following table presents cost of revenues by segment (in thousands, except percentages):
Current wording
The following table presents total cost of revenues by segment for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
Previous wording
Depreciation and amortization expenses increased $7.4 million, or 223%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023 and increased $23.1 million, or 268%, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was primarily due to the intangibles acquired as part of our acquisitions of Vegas.com and Wavedash and, to a lesser extent, an increase in capitalized development activities related to our platform.
Current wording
Depreciation and amortization expenses increased by $1.1 million, or 11%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase resulted primarily from an increase in intangible assets as a result of our October 2024 acquisition of a domain name that we had previously licensed and, to a lesser extent, an increase in capitalized development activities related to our platform.
Previous wording
Our primary source of funds is cash generated from operations. Our existing cash and cash equivalents are sufficient to fund our liquidity needs for the next 12 months and thereafter for the foreseeable future. As of September 30, 2024, we had $202.3 million of cash and cash equivalents, which consist of interest-bearing deposit accounts, money market accounts managed by financial institutions and highly liquid investments with maturities of three months or less. For the nine months ended September 30, 2024, we generated positive cash flows from our operating activities.
Current wording
Our primary source of funds is cash generated from operations. Our existing cash and cash equivalents are sufficient to fund our liquidity needs for the next 12 months and thereafter for the foreseeable future. As of March 31, 2025, we had $199.5 million of cash and cash equivalents, which consist of interest-bearing deposit accounts, money market accounts managed by financial institutions, and highly liquid investments with maturities of three months or less. During the three months ended March 31, 2025, we generated negative cash flows from operating activities.
Previous wording
In June 2017, we entered into a $575.0 million first lien debt facility (the “June 2017 First Lien Loan”). We had an outstanding loan balance of $465.7 million under the June 2017 First Lien Loan as of December 31, 2021. In February 2022, we repaid $190.7 million of the outstanding June 2017 First Lien Loan. In February 2022, we also entered into an amendment which refinanced the remaining balance of the June 2017 First Lien Loan with a $275.0 million term loan (the “February 2022 First Lien Loan”), added a $100.0 million revolving credit facility (the “Revolving Facility”) with a maturity date of February 3, 2027, replaced the London Interbank Offered Rate (“LIBOR”)-based floating interest rate with a term SOFR-based floating interest rate, and revised the springing financial covenant to require compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels.
Current wording
In February 2022, we (i) repaid $190.7 million of the outstanding 2017 First Lien Loan and (ii) amended the 2017 First Lien Loan to refinance the remaining balance with a new $275.0 million term loan (the “2022 First Lien Loan”), add a $100.0 million revolving credit facility (the “Revolving Facility”) with a maturity date of February 3, 2027, replace the London Interbank Offered Rate (“LIBOR”)-based floating interest rate with a term secured overnight financing rate (“SOFR”)-based floating interest rate, and revise the springing financial covenant to require compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels.
Previous wording
On June 14, 2024, we entered into an amendment which refinanced the remaining balance of the February 2022 First Lien Loan with a $395.0 million term loan (the “June 2024 First Lien Loan”) with a maturity date of February 3, 2029 and revised the term SOFR-based floating interest rate. The June 2024 First Lien Loan requires quarterly amortization payments of $1.0 million. The Revolving Facility, which was unaffected by the refinancing of the February 2022 First Lien Loan, does not require periodic payments. All obligations under the June 2024 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our and the applicable guarantors’ assets. The June 2024 First Lien Loan carries an interest rate of SOFR (subject to a 0.5% floor) plus a margin of 3.00%; provided that such margin may be reduced to 2.75% if the corporate rating assigned to us by Moody’s Investors Service, Inc. and S&P Global Ratings is at least Ba3/BB- (in each case, stable or better).
Current wording
The 2025 First Lien Loan requires quarterly principal payments of $1.0 million. The Revolving Facility, which was unaffected by the refinancing of the 2022 First Lien Loan and the refinancing of the 2024 First Lien Loan, does not require periodic payments. All obligations under the 2025 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 (collectively, the “Guarantors”). All obligations under the 2025 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our and the Guarantors’ assets. The 2025 First Lien Loan carries an interest rate of SOFR (subject to a 0.5% floor) plus a margin of 2.25%; provided that such margin may be reduced to 2.00% if the corporate rating assigned to us by Moody’s Investors Service, Inc. and S&P Global Ratings is at least Ba3/BB- (in each case, stable or better).
Previous wording
In connection with our acquisition of Wavedash, we assumed long-term debt owed to Shoko Chukin Bank (the “Shoko Chukin Bank Loan”) of JPY 458.3 million (approximately $3.1 million), which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.27% per annum. On April 4, 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety.
Current wording
In connection with our acquisition of Wavedash, we assumed long-term debt owed to Shoko Chukin Bank (the “Shoko Chukin Bank Loan”) of JPY 458.3 million (approximately $3.1 million), which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.3% per annum. In April 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
The following table summarizes our Marketplace Gross Order Value (“Marketplace GOV”), revenues, net income (loss), and adjusted EBITDA for the three months ended March 31, 2025 and 2024 (in thousands):
Current report — wording carried from elsewhere
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Current report — wording carried from elsewhere
Net Cash Used in Financing Activities
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Net Cash Provided by Operating Activities