Vivid Seats Inc.
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
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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.
Jun 30, 2025 · Filed Aug 5, 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 2025-03-31; filed 2025-05-06.
0000950170-25-063944
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0000950170-25-102376
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 151 previous paragraphs and 161 current paragraphs.
67 unchanged; 68 reworded; 26 added; 14 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 12 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 (26)
Current report
Recent Developments
Current report
Reverse Stock Split
Current report
On July 21, 2025, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation (our “Charter”) to effect, at the option of our Board of Directors (our “Board”), a reverse stock split of our common stock at a ratio in the range of 1-for-5 to 1-for-30, inclusive, with such ratio to be determined by our Board. Subsequently, our Board approved a 1-for-20 reverse stock split of our common stock, pursuant to which every 20 shares of Class A and Class B common stock will be combined into one share of Class A and Class B common stock, respectively (the “Reverse Stock Split”). We will implement the Reverse Stock Split by filing an amendment to our Charter with the Secretary of State of the State of Delaware that will become effective at 5:00 p.m. Eastern Time on August 5, 2025, and our Class A common stock will begin trading on a split-adjusted basis at the open of trading on August 6, 2025. The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any such holder’s percentage ownership interest in our company or proportionate voting power (subject, in each case, to our payment of cash in lieu of any fractional shares of Class A common stock resulting from the Reverse Stock Split). The Reverse Stock Split will not affect the number of authorized shares or the par value of our common stock.
Current report
See Note 18, Subsequent Events, to our unaudited condensed consolidated financial statements included elsewhere in this Report, and the “Risk Factors” section of this Report, for additional information regarding the Reverse Stock Split. The share and per share amounts included in this Report have not been adjusted to account for the anticipated Reverse Stock Split.
Current report
Current Environment and Cost Reduction Program
Current report
While we continue to view live events as an attractive long-term opportunity supported by durable supply and demand tailwinds, recent industry trends have been challenging and our Marketplace Order volumes have been under pressure thus far in 2025. We attribute this to a combination of economic uncertainty affecting discretionary consumer spending and competitive intensity in performance marketing channels. In response to this evolving industry landscape, during the three months ending June 30, 2025 we began to implement a cost reduction program designed to right-size our business for the current environment and drive enhanced long-term efficiency.
Current report
OBBB Act
Current report
On July 4, 2025, a reconciliation bill commonly referred to as the One Big Beautiful Bill Act (the “OBBB Act”) was signed into law, which includes a broad range of tax reform provisions that may affect our financial results. The OBBB Act allows an elective deduction for domestic research and development, a reinstatement of elective 100% first-year bonus depreciation, and modifications to the calculation for excess business interest expense limitation under Section 163(j) of the Internal Revenue Code. We are currently evaluating the impact of these provisions, which could affect our effective tax rate and deferred tax assets in 2025 and future periods. A quantitative estimate of the specific financial effects cannot be reasonably determined at this time due to the complexity of the changes in the reforms.
Current report
The impact of the tax provisions in the OBBB Act will depend on our facts in each year and anticipated guidance from the U.S. Department of the Treasury.
Current report
During the periods presented, we accrued for additional uncollected indirect tax liabilities in jurisdictions where we expect to remit payment to U.S. and foreign governmental tax authorities before all required amounts are collected from the customer. We also received abatements and recognized other reductions to the balance of the liability related to uncollected indirect taxes (including sales taxes).
Current report
Relates to the remeasurement of the TRA (as defined herein) liability, which is not considered indicative of our core operating performance.
Current report
Relates to non-cash impairment charges related to our goodwill and certain indefinite-lived intangible assets triggered by the effects of recent declines in our financial performance, near-term outlook, and Class A common stock price, among other factors, during the three and six months ended June 30, 2025.
Current report
Relates to severance-related payments paid to terminated employees as a result of a reduction in employee headcount during the three and six months ended June 30, 2025. The reduction was part of our strategic cost reduction program and is not considered indicative of our core operating performance.
Current report
Total revenues decreased by $54.8 million, or 28% during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $81.6 million, or 21%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from a decrease in Marketplace orders.
Current report
Marketplace revenues decreased by $55.6 million, or 33%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $81.8 million, or 25%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from 30% and 25% decreases in Marketplace orders during the same respective periods.
Current report
Resale revenues increased by $0.8 million, or 3%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase resulted primarily from higher average revenue per Resale order, despite a 4% decrease in Resale orders. Resale revenues increased by $0.3 million, or 0.4%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, which was relatively consistent with the 1% increase in Resale orders.
Current report
Total cost of revenues decreased by $6.3 million, or 13%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $11.4 million, or 12%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from a decrease in Marketplace orders.
Current report
Resale cost of revenues increased by $0.7 million, or 3%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and increased by $0.7 million, or 2%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increases were relatively consistent with the increases in Resale revenues during the same respective periods.
Current report
Total general and administrative expenses decreased by $14.8 million, or 24%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $9.1 million, or 9%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from a decrease in personnel expenses.
Current report
Non-Income Tax Expense
Current report
Non-income tax expense decreased by $4.5 million, or 82%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $3.6 million, or 115%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from receiving higher abatements and recognizing other reductions to the balance of the liability related to uncollected indirect taxes (including sales taxes).
Current report
Impairment Charges
Current report
Impairment charges increased by $320.4 million, or 100%, for both the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. The impairment charges resulted primarily from the effects of recent declines in our financial performance, near-term outlook, and Class A common stock price, among other factors, during the three and six months ended June 30, 2025 and resulted in a reduction in the fair values of our goodwill and certain indefinite-lived intangible assets.
Current report
In February 2022, we refinanced the outstanding balance of our former first lien debt facility with a $275.0 million term loan (the “2022 First Lien Loan”) and a $100.0 million revolving credit facility with a maturity date of February 3, 2027 (the “Revolving Facility”).
Current report
Net cash provided by financing activities during the six months ended June 30, 2024 was $94.7 million, which was primarily related to the refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan on June 10, 2024.
Current report
We closely monitor the financial and operating results impacting our lone reporting unit with a goodwill balance (the "Marketplace Reporting Unit") and indefinite-lived intangible assets and, as deemed necessary, we make comparisons to the key assumptions used in our fair value estimate at the time of our annual impairment test, in addition to operational initiatives and macroeconomic conditions, which may impact the fair value of the Marketplace Reporting Unit and indefinite-lived intangible assets. We perform an annual impairment assessment of our goodwill and indefinite-lived intangible assets as of October 31 of each fiscal year. During the second quarter of 2025, we assessed the changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair value of the Marketplace Reporting Unit and indefinite-lived intangible assets were below the respective carrying amounts. We identified several factors related to the Marketplace Reporting Unit and certain indefinite-lived intangible assets that led us to conclude that it was more likely than not that the fair value of the Marketplace Reporting Unit and indefinite-lived intangible assets were below the respective carrying values, which triggered us to perform an interim goodwill impairment assessment for the Marketplace Reporting Unit and certain indefinite-lived intangible assets. These factors included recent declines in our financial performance, near-term outlook, and Class A common stock price, among other factors. As a result of the interim test, we recognized a goodwill impairment loss of $297.4 million related to the Marketplace Reporting Unit during the three and six months ended June 30, 2025. We also recognized an impairment loss of $23.0 million related to certain indefinite-lived trademarks during the three and six months ended June 30, 2025.
Removed paragraphs (14)
Previous report
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.
Previous report
Macroeconomic Environment and Demand for Live Events
Previous report
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.
Previous report
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.
Previous report
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).
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Total general and administrative expenses increased by $5.7 million, or 13%, 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 professional services fees.
Previous report
Sales and Indirect Taxes
Previous report
Expenses related to sales and indirect taxes increased by $0.9 million, or 40%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase resulted primarily from lower abatements and other liability reductions related to our obligation to remit uncollected indirect taxes (including sales taxes) in certain U.S. and foreign jurisdictions.
Previous report
In June 2017, we entered into a $575.0 million first lien debt facility comprising a $50.0 million revolving credit facility and a $525.0 million term loan (the “2017 First Lien Loan”), and a second lien credit facility comprising a $185.0 million second lien term loan (the “2017 Second Lien Loan”). In July 2018, we amended the 2017 First Lien Loan to upsize the committed amount by $115.0 million. In October 2019, we repaid the 2017 Second Lien Loan in its entirety. The revolving credit facility component of the first lien debt facility was retired in May 2020.
Previous report
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 report
On February 5, 2025, we amended the 2024 First Lien Loan to refinance the remaining balance with a new $393.0 million term loan (the “2025 First Lien Loan”) with a maturity date of February 3, 2029 and reduce the applicable interest thereon to the SOFR-based floating interest rate described below.
Reworded paragraphs (68)
Previous 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.
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 consumers 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
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 wording
The following table summarizes our Marketplace Gross Order Value (“Marketplace GOV”), revenues, net income (loss), and adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 (in thousands):
Previous 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.
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) until it ceased operations in July 2025, Vivid Picks, a real-money daily fantasy sports mobile application where users partook 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
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):
Current wording
The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three and six months ended June 30, 2025 and 2024 (in thousands):
Previous 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.
Current wording
Marketplace GOV represents the total transactional amount of Marketplace orders processed on our online platform during a period, inclusive of fees, exclusive of taxes, and net of event cancellations. During the three and six months ended June 30, 2025, event cancellations negatively impacted our Marketplace GOV by $20.3 million and $35.8 million, respectively, compared to $21.2 million and $39.4 million during the three and six months ended June 30, 2024, respectively.
Previous 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.
Current wording
Marketplace orders represent the total volume of Marketplace segment transactions processed on our online platform during a period, net of event cancellations. During the three and six months ended June 30, 2025, our Marketplace segment experienced 47,845 and 90,198 event cancellations, respectively, compared to 52,392 and 102,441 event cancellations during the three and six months ended June 30, 2024, respectively.
Previous 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. During the three months ended March 31, 2025 and 2024, our Resale segment experienced 885 and 872 event cancellations, respectively.
Current wording
Resale orders represent the total volume of Resale segment transactions processed on a given platform (including our own) during a period, net of event cancellations. During the three and six months ended June 30, 2025, our Resale segment experienced 1,276 and 2,161 event cancellations, respectively, compared to 1,211 and 2,083 event cancellations during the three and six months ended June 30, 2024, respectively.
Previous 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.
Current wording
Adjusted EBITDA is a non-U.S. GAAP financial measure that we believe 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 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.
Current wording
Marketplace GOV is a key driver of Marketplace revenue. Marketplace GOV represents the total transactional amount of Marketplace orders processed on our online platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations. Marketplace GOV reflects our ability to attract and retain customers and provides insight into the overall health of the industry.
Previous wording
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.
Current wording
Marketplace GOV decreased by $312.6 million, or 31%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $520.7 million, or 26%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease resulted primarily from lower order volumes in our Marketplace segment.
Previous 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.
Current wording
Marketplace orders represent the volume of Marketplace-related transactions processed on our online platform in a period, net of event cancellations. 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
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.
Current wording
Marketplace orders decreased by 0.9 million, or 30%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by 1.5 million, or 25%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease resulted primarily from lower activity in our Marketplace segment.
Previous 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.
Current wording
Resale orders represent the volume of Resale-related transactions processed on a given platform (including our own) in a period, net of event cancellations. 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
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.
Current wording
Resale orders decreased by less than 0.1 million, or 4%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease resulted primarily from lower activity in our Resale segment. Resale orders increased by less than 0.1 million, or 1%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
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 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.
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 specifically excludes 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, foreign currency loss (gain) – net, loss on extinguishment of debt, adjustment of liabilities under our TRA (as defined herein), impairment charges, and severance compensation. 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 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):
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 and six months ended June 30, 2025 and 2024 (in thousands):
Previous 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.
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 and six months ended June 30, 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 the three and six months ended June 30, 2024 primarily related to the refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan (each as defined herein), repurchases of our Class A common stock, acquisitions, and various strategic investments.
Previous 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.
Current wording
Costs in the three and six months ended June 30, 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 the three and six months ended June 30, 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 are unrelated to our core business operations.
Current wording
Relates to external legal costs, settlement costs, and insurance recoveries, none of which are considered indicative of our core operating performance.
Previous 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.
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, which is not considered indicative of our core operating performance.
Previous wording
Relates to the revaluation of derivatives recorded at fair value that are unrelated to our core business operations.
Current wording
Relates to the revaluation of derivatives recorded at fair value, which is not considered indicative of our core operating performance.
Previous 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.
Current wording
Relates to net losses (gains) resulting from the impact of exchange rate changes on transactions denominated in non-functional currencies, which are not considered indicative of our core operating performance.
Previous wording
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.
Current wording
Relates to losses incurred during the six months ended June 30, 2025 in connection with the extinguishment of the 2024 First Lien Loan, which are not considered indicative of our core operating performance.
Previous 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.
Current wording
During the six months ended June 30, 2025, there were no material changes to the “Key Factors Affecting Our Performance” discussed in our 2024 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Our financial position and results of operations depend to a significant extent on those factors.
Previous wording
Comparison of the Three Months Ended March 31, 2025 and 2024
Current wording
Comparison of the Three and Six Months Ended June 30, 2025 and 2024
Previous wording
The following table presents our results of operations for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents our results of operations for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
The following table presents total revenues by segment for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents total revenues by segment for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
The following table presents Marketplace revenues by event category for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents Marketplace revenues by event category for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
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.
Current wording
Marketplace cancellation charges, which generally have a negative impact on Marketplace revenues, represented a reduction to Marketplace revenues of $4.2 million during the three months ended June 30, 2025 compared to $3.9 million during the three months ended June 30, 2024. The increase resulted primarily from lower Marketplace revenues recognized from customer credit breakage, partly offset by lower payment-related chargeback activity primarily due to lower Marketplace order volume. Marketplace cancellation charges represented a reduction to Marketplace revenues of $9.5 million during the six months ended June 30, 2025 compared to $13.1 million during the six months ended June 30, 2024. The decrease resulted primarily from lower payment-related chargeback activity primarily due to lower Marketplace order volume, partly offset by lower Marketplace revenues recognized from customer credit breakage.
Previous wording
The following table presents Marketplace revenues by business model for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents Marketplace revenues by business model for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Previous 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.
Current wording
The decrease in both Owned Properties and Private Label Offering revenues during the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 resulted primarily from a decrease in Marketplace orders.
Previous wording
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.
Current wording
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 was $4.5 million and $10.3 million during the three and six months ended June 30, 2025, respectively, compared to $6.8 million and $13.6 million during the three and six months ended June 30, 2024, respectively. The decrease resulted primarily from lower Marketplace order volume.
Previous wording
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.
Current wording
Resale cancellation charges, which generally have a negative impact on Resale revenues, represented a reduction to Resale revenues of $0.7 million during the three months ended June 30, 2025 compared to $0.5 million during the three months ended June 30, 2024. Resale cancellation charges represented a reduction to Resale revenues of $1.2 million during the six months ended June 30, 2025 compared to $0.8 million during the six months ended June 30, 2024. The increase for both periods was due to a higher number of cancelled orders.
Previous 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):
Current wording
The following table presents total cost of revenues by segment for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
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.
Current wording
Marketplace cost of revenues decreased by $7.0 million, or 28%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $12.1 million, or 24%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases, which were primarily due to a decrease in Marketplace orders, were relatively consistent with the 31% and 26% decreases in Marketplace GOV during the same respective periods.
Previous wording
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):
Current wording
The following table presents total marketing and selling expenses by advertising category for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
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.
Current wording
Total marketing and selling expenses, which are entirely attributable to our Marketplace segment, decreased by $16.3 million, or 23%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $19.9 million, or 14%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases were not consistent with the 33% and 25% decreases in Marketplace revenues during the same respective periods, primarily due to higher investment in digital performance marketing channels.
Previous wording
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.
Current wording
Online advertising costs decreased by $15.3 million, or 24%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $18.0 million, or 14%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from a decrease in Marketplace orders, partly offset by higher investment in digital performance marketing channels.
Previous wording
Offline advertising costs decreased by $0.9 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 lower activity in our traditional brand marketing channels.
Current wording
Offline advertising costs decreased by $1.0 million, or 17%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $2.0 million, or 16%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from lower spending in traditional brand marketing channels in line with lower volumes.
Previous wording
The following table presents total contribution margin by segment for the three months ended March 31, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents total contribution margin by segment for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
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Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
Share repurchases are accounted for as equity transactions and are recorded in Treasury stock in the Condensed Consolidated Balance Sheets.