STOCK TITAN

Vivid Seats (Nasdaq: SEAT) lifts 2026 outlook despite Q2 net loss

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vivid Seats Inc. reported second quarter 2026 results driven by strong FIFA World Cup demand. Marketplace Gross Order Value was $659.4 million, with revenue of $129.9 million, a net loss of $14.3 million, and adjusted EBITDA of $12.6 million. Management stated that results exceeded expectations and highlighted continued execution against strategic objectives.

For the six months ended June 30, 2026, operating activities provided $45,208 (in thousands) of cash, compared with a use of cash in the prior year period. Cash and cash equivalents were $136,676 (in thousands) and long-term debt was $381,836 (in thousands) as of June 30, 2026, while shareholders’ deficit totaled $105,079 (in thousands).

The company raised its 2026 outlook, now anticipating Marketplace GOV of $2.3–$2.6 billion and adjusted EBITDA of $34.0–$40.0 million, up from prior ranges of $2.2–$2.6 billion and $30.0–$40.0 million.

Positive

  • Raises 2026 guidance, increasing Marketplace GOV outlook to $2.3–$2.6 billion and adjusted EBITDA to $34.0–$40.0 million from $2.2–$2.6 billion and $30.0–$40.0 million.
  • Operating cash flow improved, with net cash provided by operating activities of $45,208 (in thousands) in the first half of 2026 versus a net use of cash in the prior-year period.

Negative

  • Revenue declined to $129.9 million in Q2 2026 from approximately $143.6 million a year earlier, with Marketplace GOV also lower year over year.
  • Shareholders’ deficit widened to $105,079 (in thousands) as of June 30, 2026, reflecting cumulative losses despite higher cash balances.

Filing Explained

For the six months ended June 30, the filing adds a higher Class A share count and lower Marketplace GOV and adjusted EBITDA versus 2025.

As a Form 8-K, this filing reports the company’s actual second-quarter results for the period ended June 30, 2026; it also updates the reported common-share base for existing holders.

The balance-sheet table lists 12,190,860 Class A shares issued and outstanding at June 30, 2026, compared with 11,712,157 at December 31, 2025. This is a disclosed change in the number of outstanding common shares, but the filing does not establish an ownership allocation or a resulting ownership percentage.

Marketplace GOV is the total transactional amount processed on the platform, including fees, excluding taxes, and net of event cancellations.

Adjusted EBITDA is a non-U.S. GAAP measure that excludes specified items and is not presented as a substitute for, or superior to, GAAP net loss.

For the six months ended June 30, 2026, Marketplace GOV and adjusted EBITDA were lower than in 2025; the filing therefore adds weaker year-over-year volume and adjusted-profit measures to the reported quarter.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $129.9 million Second quarter 2026 revenue as highlighted by management
Q2 2026 Net Loss $14.3 million Net loss attributable to Class A common stockholders for Q2 2026
Q2 2026 Adjusted EBITDA $12.6 million Adjusted EBITDA for the three months ended June 30, 2026
Q2 2026 Marketplace GOV $659.4 million Marketplace Gross Order Value for the three months ended June 30, 2026
Cash and cash equivalents 136,676 Cash and cash equivalents (in thousands) as of June 30, 2026
Long-term debt – net 381,836 Long-term debt – net (in thousands) as of June 30, 2026
Net cash from operating activities 45,208 Net cash provided by operating activities (in thousands) for six months ended June 30, 2026
2026 GOV outlook range $2.3–$2.6 billion Full-year 2026 Marketplace GOV guidance after Q2 update
Marketplace Gross Order Value financial
"Marketplace Gross Order Value (“Marketplace GOV”) represents the total transactional amount"
Total value of all orders placed through a marketplace before subtracting returns, cancellations, discounts or fees; think of it as the sticker‑price sum of everything buyers committed to buy. Investors watch it as a raw measure of customer demand and platform activity—like foot traffic in a mall—but it is not the same as money the company actually keeps, so it must be read alongside take‑rate, cancellations and net revenue to judge financial health.
Adjusted EBITDA financial
"Adjusted EBITDA is a financial measure not defined under accounting principles generally accepted"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Tax Receivable Agreement financial
"our former Tax Receivable Agreement (“TRA”) entered into with the existing unitholders"
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
Intermediate Warrants financial
"Change in fair value of Intermediate Warrants"
impairment charges financial
"Relates to non-cash impairment charges related to our goodwill and certain indefinite-lived"
Impairment charges are one-time accounting write-downs taken when a company decides an asset — like a factory, brand, patent, or investment — is worth less than it was recorded for. Like marking down the price of a damaged item on a store shelf, they reduce reported profits and the asset’s book value; investors watch them because they can signal lasting business problems or change future earnings and balance-sheet strength.
Revenue Q2 2026 $129.9 million from approximately $143.6 million in Q2 2025
Net loss Q2 2026 $14.3 million from approximately $263.3 million in Q2 2025
Adjusted EBITDA Q2 2026 $12.6 million from approximately $14.4 million in Q2 2025
Marketplace GOV Q2 2026 $659.4 million from approximately $685.5 million in Q2 2025
Guidance

For 2026, the company anticipates Marketplace GOV of $2.3–$2.6 billion (previously $2.2–$2.6 billion) and adjusted EBITDA of $34.0–$40.0 million (previously $30.0–$40.0 million).

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FAQ

What were Vivid Seats (SEAT) Q2 2026 revenue and net loss?

Vivid Seats reported Q2 2026 revenue of $129.9 million and a net loss of $14.3 million. These results, supported by FIFA World Cup demand, were described by management as exceeding internal expectations.

How did Vivid Seats (SEAT) Marketplace GOV perform in Q2 2026?

Marketplace Gross Order Value was $659.4 million in Q2 2026. This measure reflects total transactional amounts on the platform, inclusive of fees and net of cancellations, and was slightly below the prior-year quarter’s $685.5 million.

What is Vivid Seats (SEAT) 2026 financial outlook after Q2 2026 results?

For 2026, Vivid Seats now expects Marketplace GOV of $2.3–$2.6 billion and adjusted EBITDA of $34.0–$40.0 million. Both ranges were raised from prior outlooks of $2.2–$2.6 billion and $30.0–$40.0 million, respectively.

Did Vivid Seats (SEAT) generate positive operating cash flow in the first half of 2026?

Yes. Net cash provided by operating activities was $45,208 (in thousands) for the six months ended June 30, 2026. This compares with net cash used in operating activities of $53,908 (in thousands) in the first half of 2025.

What is Vivid Seats (SEAT) cash and debt position as of June 30, 2026?

As of June 30, 2026, Vivid Seats held $136,676 (in thousands) of cash and cash equivalents and $381,836 (in thousands) of long-term debt. Total liabilities were $793,884 (in thousands) with a shareholders’ deficit of $105,079 (in thousands).

How does Vivid Seats (SEAT) define Adjusted EBITDA?

Adjusted EBITDA is a non-U.S. GAAP financial measure that starts from net loss and excludes items such as income taxes, interest, depreciation and amortization, equity-based compensation, certain transaction and legal costs, foreign currency effects, warrant and TRA remeasurements, and impairment charges.

How were event cancellations impacting Vivid Seats (SEAT) in Q2 2026?

In Q2 2026, Marketplace GOV was reduced by $16.4 million due to event cancellations, versus $20.3 million in Q2 2025. Marketplace segment cancellations totaled 30,767 events, down from 47,845 in the prior-year quarter.
0001856031false00018560312026-08-042026-08-040001856031us-gaap:CommonClassAMember2026-08-042026-08-040001856031us-gaap:WarrantMember2026-08-042026-08-04

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 04, 2026

 

 

Vivid Seats Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-40926

86-3355184

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

24 E. Washington St., Ste. 900

Suite 900

 

Chicago, Illinois

 

60602

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 312 291-9966

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

SEAT

 

The Nasdaq Stock Market LLC

Warrants to purchase Class A common stock

 

SEATW

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02. Results of Operations and Financial Condition

On August 4, 2026, Vivid Seats Inc. issued a press release providing financial results for the second quarter ended June 30, 2026, a copy of which is attached as Exhibit 99.1 hereto.

The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

 

Press release issued by Vivid Seats Inc., dated August 4, 2026

104

 

Cover Page Interactive Data File (embedded within the inline XBRL Document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Vivid Seats Inc.

 

 

 

 

Date:

August 4, 2026

By:

/s/ Joseph Thomas

 

 

 

Joseph Thomas
Chief Financial Officer

 


Exhibit 99.1

Vivid Seats Reports Second Quarter 2026 Results

CHICAGO, IL – August 4, 2026 – Vivid Seats Inc. (Nasdaq: SEAT) (“Vivid Seats” or “we”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial results for the second quarter ended June 30, 2026.

“We are encouraged by the progress we’ve made through the first half of the year. Our second quarter results exceeded expectations as we delivered sequential growth driven by the extraordinary demand created by the FIFA World Cup,” said Lawrence Fey, Chief Executive Officer of Vivid Seats. “We continue to successfully execute against our strategic objectives. With leading technology, a compelling value proposition, differentiated data, and a relentless focus on operational excellence, we remain confident in our ability to drive long-term shareholder value.”

Second Quarter 2026 Key Financial Highlights

Marketplace GOV of $659.4 million
Revenues of $129.9 million
Net loss of $14.3 million
Adjusted EBITDA of $12.6 million

Key Business Metrics & Non-U.S. GAAP Financial Measure

We use the following key business metrics and non-U.S. GAAP financial measure to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe this information is useful to investors and others in understanding and evaluating our results of operations in the same manner as management.

The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three and six months ended June 30, 2026 and 2025 (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2026

 

2025

 

 

2026

 

2025

 

Marketplace GOV(1)

 

$

659,359

 

 

$

685,488

 

 

$

1,271,725

 

 

$

1,505,847

 

Marketplace orders(2)

 

 

1,825

 

 

 

2,173

 

 

 

3,541

 

 

 

4,469

 

Resale orders(3)

 

 

84

 

 

 

97

 

 

 

166

 

 

 

202

 

Adjusted EBITDA(4)

 

$

12,592

 

 

$

14,356

 

 

$

22,078

 

 

$

36,077

 

(1)
Marketplace Gross Order Value (“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, 2026, event cancellations negatively impacted Marketplace GOV by $16.4 million and $25.4 million, respectively, compared to $20.3 million and $35.8 million during the three and six months ended June 30, 2025, respectively.
(2)
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, 2026, our Marketplace segment experienced 30,767 and 60,201 event cancellations, respectively, compared to 47,845 and 90,198 event cancellations during the three and six months ended June 30, 2025, respectively.
(3)
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, 2026, our Resale segment experienced 605 and 1,072 event cancellations, respectively, compared to 1,276 and 2,161 event cancellations during the three and six months ended June 30, 2025, respectively.
(4)
Adjusted EBITDA is a financial measure not defined under accounting principles generally accepted in the United States of America (“U.S. GAAP”). See “Adjusted EBITDA” below for more information, including a reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure.

2026 Financial Outlook

For the year ending December 31, 2026, we now anticipate:

Marketplace GOV in the range of $2.3 billion to $2.6 billion (previously $2.2 billion to $2.6 billion)
Adjusted EBITDA in the range of $34.0 million to $40.0 million (previously $30.0 million to $40.0 million)*

* We calculate forward-looking adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net loss, the most directly comparable U.S. GAAP financial measure. We do not attempt to provide a reconciliation of


forward-looking adjusted EBITDA to forward-looking net loss because the timing and/or probable significance of certain excluded items that have not yet occurred and are outside of our control is inherently uncertain and unavailable without unreasonable efforts. Such items could have a significant and unpredictable impact on our future U.S. GAAP financial results.

Webcast Details

Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the second quarter 2026 financial results, business updates, and financial outlook. Participants may access the webcast and supplemental earnings presentation by visting investors.vividseats.com/events-and-presentations.

About Vivid Seats

Founded in 2001, Vivid Seats (Nasdaq: SEAT) is a leading online ticket marketplace connecting fans to the live events, artists, and teams they love. Vivid Seats is committed to delivering the most rewarding ticket-buying experience for fans through competitive everyday pricing backed by its Lowest Price Guarantee, an industry-leading rewards program, and award-winning customer service. The Chicago-based company offers one of the widest selections of live events across North America, powered by proprietary technology that makes discovering and buying tickets simple, affordable, and reliable. Learn more by downloading the Vivid Seats app or visiting vividseats.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “can,” “continue,” “could,” “design,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “plan,” “project,” “propose,” “seek,” “should,” “target,” “will,” and “would,” as well as similar expressions that predict or indicate future events or do not relate to historical matters, are intended to identify such forward-looking statements. Such forward-looking statements may relate to, without limitation: our business strategy and objectives; our future operating results and financial performance, including our expectations with respect to our fiscal year 2026 Marketplace GOV and adjusted EBITDA; and our expectations with respect to live event industry growth, the supply of and demand for live events, and our competitive positioning. Forward-looking statements are not guarantees of future performance, conditions, or results, and are subject to risks and uncertainties that can be difficult to predict and/or outside of our control. Therefore, actual results may differ materially from those contemplated by any such forward-looking statements. Such risks and uncertainties include, but are not limited to: the supply of and demand for live events; the impact of adverse economic conditions and other factors affecting discretionary consumer and corporate spending; our ability to develop and maintain relationships with ticket buyers, sellers, and partners; the impact of changes to internet search engine algorithms and mobile app marketplace rules; the impact of artificial intelligence on how consumers search for live event tickets; our ability to attract ticket sellers and buyers to our platform in the increasingly competitive ticketing industry; our ability to continue to maintain and improve our platform; the impact of extraordinary events, including disease epidemics; our ability to identify suitable acquisition targets and to complete and realize the expected benefits of acquisitions and other strategic investments; our ability to attract, hire, motivate, and retain our senior management team and other highly skilled personnel; our ability to comply with applicable laws and regulations; the ability of ticket holders to sell their tickets on the secondary market unencumbered; the impact of unfavorable outcomes in legislation and legal proceedings; our ability to maintain the integrity of our information systems and infrastructure, and to identify, assess, and manage relevant cybersecurity risks; our ability to generate sufficient cash flows and/or obtain additional financing when necessary or desirable; and other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as in our press releases and other filings with the Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to update or revise any such forward-looking statements, which speak only as of the date of this press release.

Contact:

Investors

investors@vividseats.com

Media

press@vividseats.com


VIVID SEATS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) (Unaudited)

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

136,676

 

 

$

102,702

 

Restricted cash

 

 

904

 

 

 

604

 

Accounts receivable – net

 

 

45,036

 

 

 

30,664

 

Inventory – net

 

 

26,925

 

 

 

18,166

 

Prepaid expenses and other current assets

 

 

39,191

 

 

 

26,336

 

Total current assets

 

 

248,732

 

 

 

178,472

 

Property and equipment – net

 

 

11,268

 

 

 

12,373

 

Right-of-use assets – net

 

 

9,769

 

 

 

10,515

 

Intangible assets – net

 

 

124,168

 

 

 

141,528

 

Goodwill – net

 

 

283,468

 

 

 

283,915

 

Deferred tax assets – net

 

 

1,296

 

 

 

1,123

 

Investments

 

 

5,465

 

 

 

5,365

 

Other assets

 

 

4,639

 

 

 

3,575

 

Total assets

 

$

688,805

 

 

$

636,866

 

Liabilities and shareholders' deficit

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

230,849

 

 

$

153,418

 

Accrued expenses and other current liabilities

 

 

126,476

 

 

 

125,957

 

Deferred revenue

 

 

17,331

 

 

 

19,973

 

Current maturities of long-term debt

 

 

3,930

 

 

 

3,930

 

Total current liabilities

 

 

378,586

 

 

 

303,278

 

Long-term debt – net

 

 

381,836

 

 

 

383,431

 

Long-term lease liabilities

 

 

15,260

 

 

 

16,452

 

Other liabilities

 

 

18,202

 

 

 

18,834

 

Total liabilities

 

 

793,884

 

 

 

721,995

 

Commitments and contingencies

 

 

 

 

 

 

Shareholders' deficit:

 

 

 

 

 

 

Class A common stock, $0.0001 par value; 500,000,000 shares authorized, 12,190,860 and 11,712,157 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

 

 

23

 

 

 

23

 

Additional paid-in capital

 

 

1,376,687

 

 

 

1,368,067

 

Treasury stock, at cost, 949,665 shares at June 30, 2026 and December 31, 2025

 

 

(93,920

)

 

 

(93,920

)

Accumulated deficit

 

 

(1,388,424

)

 

 

(1,359,472

)

Accumulated other comprehensive income

 

 

555

 

 

 

173

 

Total shareholders' deficit

 

 

(105,079

)

 

 

(85,129

)

Total liabilities and shareholders' deficit

 

$

688,805

 

 

$

636,866

 

 


VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands) (Unaudited)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues

 

$

129,861

 

 

$

143,566

 

 

$

255,644

 

 

$

307,589

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues (exclusive of depreciation and amortization shown separately below)

 

 

38,642

 

 

 

42,429

 

 

 

77,837

 

 

 

86,954

 

Marketing and selling

 

 

52,753

 

 

 

53,800

 

 

 

102,704

 

 

 

117,912

 

General and administrative

 

 

32,589

 

 

 

46,272

 

 

 

65,706

 

 

 

94,354

 

Depreciation and amortization

 

 

12,318

 

 

 

12,341

 

 

 

24,626

 

 

 

23,966

 

Impairment charges

 

 

 

 

 

320,449

 

 

 

 

 

 

320,449

 

Total costs and expenses

 

 

136,302

 

 

 

475,291

 

 

 

270,873

 

 

 

643,635

 

Loss from operations

 

 

(6,441

)

 

 

(331,725

)

 

 

(15,229

)

 

 

(336,046

)

Interest expense – net

 

 

6,055

 

 

 

5,634

 

 

 

11,986

 

 

 

11,299

 

Other expense (income) – net

 

 

945

 

 

 

(150,197

)

 

 

2,015

 

 

 

(154,351

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

 

801

 

Loss before income taxes

 

 

(13,441

)

 

 

(187,162

)

 

 

(29,230

)

 

 

(193,795

)

Income tax expense (benefit)

 

 

880

 

 

 

76,165

 

 

 

(278

)

 

 

79,320

 

Net loss

 

 

(14,321

)

 

 

(263,327

)

 

 

(28,952

)

 

 

(273,115

)

Net loss attributable to redeemable noncontrolling interests

 

 

 

 

 

(123,652

)

 

 

 

 

 

(127,498

)

Net loss attributable to Class A common stockholders

 

$

(14,321

)

 

$

(139,675

)

 

$

(28,952

)

 

$

(145,617

)

 


VIVID SEATS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (Unaudited)

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(28,952

)

 

$

(273,115

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

24,626

 

 

 

23,966

 

Amortization of leases

 

 

721

 

 

 

720

 

Amortization of deferred financing costs

 

 

474

 

 

 

485

 

Equity-based compensation

 

 

9,085

 

 

 

22,403

 

Loss on asset disposals

 

 

86

 

 

 

196

 

Change in fair value of derivative asset

 

 

338

 

 

 

573

 

Deferred income tax expense (benefit)

 

 

(403

)

 

 

76,707

 

Non-cash interest expense – net

 

 

269

 

 

 

334

 

Foreign currency loss (gain) – net

 

 

1,469

 

 

 

(3,574

)

Change in fair value of Intermediate Warrants

 

 

 

 

 

(4,849

)

Loss on extinguishment of debt

 

 

 

 

 

801

 

Adjustment of liabilities under TRA

 

 

 

 

 

(149,172

)

Impairment charges

 

 

 

 

 

320,449

 

Write-off of Sponsorship Loan

 

 

 

 

 

2,024

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable – net

 

 

(14,520

)

 

 

(906

)

Inventory – net

 

 

(8,764

)

 

 

(13,018

)

Prepaid expenses and other current assets

 

 

(12,869

)

 

 

3,613

 

Accounts payable

 

 

77,670

 

 

 

(29,394

)

Accrued expenses and other current liabilities

 

 

(243

)

 

 

(28,104

)

Deferred revenue

 

 

(2,643

)

 

 

(3,826

)

Long-term lease liabilities

 

 

(1,183

)

 

 

(1,085

)

Other assets and liabilities – net

 

 

47

 

 

 

864

 

Net cash provided by (used in) operating activities

 

 

45,208

 

 

 

(53,908

)

Cash flows from investing activities

 

 

 

 

Purchases of property and equipment

 

 

(23

)

 

 

(2,043

)

Purchases of personal seat licenses

 

 

(625

)

 

 

(960

)

Investments in developed technology

 

 

(5,993

)

 

 

(8,341

)

Purchases of seat images

 

 

(287

)

 

 

(321

)

Net cash used in investing activities

 

 

(6,928

)

 

 

(11,665

)

Cash flows from financing activities

 

 

 

 

Payments of taxes related to net settlement of equity incentive awards

 

 

(686

)

 

 

(1,742

)

Payments of 2025 First Lien Loan

 

 

(1,965

)

 

 

(983

)

Payments toward Acquired Domain Name Obligation

 

 

(1,000

)

 

 

(1,000

)

Payment of deferred financing costs and other debt-related expenses

 

 

 

 

 

(162

)

Tax distributions to redeemable noncontrolling interests

 

 

 

 

 

(1,689

)

Repurchases of Class A common stock

 

 

 

 

 

(15,862

)

Payment of liabilities under TRA

 

 

 

 

 

(4,005

)

Payments of 2024 First Lien Loan

 

 

 

 

 

(76,986

)

Proceeds from 2025 First Lien Loan

 

 

 

 

 

76,986

 

Net cash used in financing activities

 

 

(3,651

)

 

 

(25,443

)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

 

 

(355

)

 

 

354

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

34,274

 

 

 

(90,662

)

Cash, cash equivalents, and restricted cash – beginning of period

 

 

103,306

 

 

 

244,648

 

Cash, cash equivalents, and restricted cash – end of period

 

$

137,580

 

 

$

153,986

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

Cash paid for interest

 

$

12,086

 

 

$

14,883

 

Cash paid for income taxes, net of income tax refunds received

 

$

268

 

 

$

1,953

 

 


Adjusted EBITDA

Adjusted EBITDA is a non-U.S. GAAP financial measure that is used by 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.

We believe adjusted EBITDA is useful 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.

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 (benefit); interest expense – net; depreciation and amortization; sales tax liabilities; transaction costs; equity-based compensation; litigation, settlements, and related costs; loss on asset disposals; change in fair value of derivative asset; foreign currency loss (gain) – net; severance compensation; change in fair value of warrants; loss on extinguishment of debt; adjustment of liabilities under our former Tax Receivable Agreement (“TRA”) entered into with the existing unitholders of Hoya Intermediate, LLC; and impairment charges. 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.

The following table presents a reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure, for the three and six months ended June 30, 2026 and 2025 (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2026

 

2025

 

 

2026

 

2025

 

Net loss

 

$

(14,321

)

 

$

(263,327

)

 

$

(28,952

)

 

$

(273,115

)

Adjustments to reconcile net loss to adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

880

 

 

 

76,165

 

 

 

(278

)

 

 

79,320

 

Interest expense – net

 

 

6,055

 

 

 

5,634

 

 

 

11,986

 

 

 

11,299

 

Depreciation and amortization

 

 

12,318

 

 

 

12,341

 

 

 

24,626

 

 

 

23,966

 

Sales tax liability(1)

 

 

204

 

 

 

431

 

 

 

441

 

 

 

(1,360

)

Transaction costs(2)

 

 

138

 

 

 

2,172

 

 

 

930

 

 

 

7,881

 

Equity-based compensation(3)

 

 

4,671

 

 

 

11,652

 

 

 

9,085

 

 

 

22,403

 

Litigation, settlements, and related costs(4)

 

 

1,687

 

 

 

352

 

 

 

1,836

 

 

 

705

 

Loss on asset disposals(5)

 

 

27

 

 

 

149

 

 

 

86

 

 

 

196

 

Change in fair value of derivative asset(6)

 

 

142

 

 

 

223

 

 

 

338

 

 

 

573

 

Foreign currency loss (gain) – net(7)

 

 

779

 

 

 

(1,533

)

 

 

1,735

 

 

 

(3,574

)

Severance compensation(8)

 

 

12

 

 

 

554

 

 

 

245

 

 

 

554

 

Change in fair value of Intermediate Warrants(9)

 

 

 

 

 

(1,734

)

 

 

 

 

 

(4,849

)

Loss on extinguishment of debt(10)

 

 

 

 

 

 

 

 

 

 

 

801

 

Adjustment of liabilities under TRA(11)

 

 

 

 

 

(149,172

)

 

 

 

 

 

(149,172

)

Impairment charges(12)

 

 

 

 

 

320,449

 

 

 

 

 

 

320,449

 

Adjusted EBITDA

 

$

12,592

 

 

$

14,356

 

 

$

22,078

 

 

$

36,077

 

(1)
During the three and six months ended June 30, 2026 and 2025, we accrued for additional uncollected indirect tax liabilities in jurisdictions where we believed it was probable we should 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).
(2)
Consists of legal, accounting, tax, and other professional fees, integration costs, and 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, 2026 primarily related to various strategic transactions and investments. Costs in three and six months ended June 30, 2025 primarily related to potential strategic transactions that were explored during the period, the February 2025 refinancing of our first lien term loan, repurchases of Class A common stock, and various strategic transactions and investments.
(3)
Relates to equity incentive awards granted to our employees, directors, and consultants pursuant to our 2021 Incentive Award Plan and shares of Class A common stock purchased by our employees pursuant to our 2021 Employee Stock Purchase Plan, neither of which are considered indicative of our core operating performance.
(4)
Relates to external legal costs, settlement costs, and insurance recoveries related to certain non-ordinary course legal and regulatory matters that are not considered indicative of our core operating performance.

(5)
Relates to disposals of fixed assets, which are not considered indicative of our core operating performance.
(6)
Relates to the revaluation of derivatives recorded at fair value, which revaluations are not considered indicative of our core operating performance.
(7)
Relates to net realized and unrealized 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.
(8)
Relates to severance-related payments made to terminated employees as a result of a reduction in employee headcount and the departure of certain members of our leadership team, which are not considered indicative of our core operating performance.
(9)
Relates to the revaluation of warrants issued in connection with the 2021 transaction pursuant to which Horizon Acquisition Corporation merged with and into us that entitled Hoya Topco, LLC to purchase common units of Hoya Intermediate, LLC, which revaluations are not considered indicative of our core operating performance.
(10)
Relates to losses incurred in connection with the extinguishment of our former first lien term loan, which are not considered indicative of our core operating performance.
(11)
Relates to the remeasurement and settlement of the TRA liability, which remeasurements and settlements are not considered indicative of our core operating performance.
(12)
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.

Filing Exhibits & Attachments

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