Vivid Seats Delivers Strong Second Quarter Results
Vivid Seats Inc. (NASDAQ: SEAT) reported strong Q2 2024 results with revenues of $198.3 million, up 20% year-over-year. The company's Marketplace Gross Order Value (GOV) increased 5% to $998.1 million. Despite this growth, Vivid Seats reported a net loss of $1.2 million, down from a net income of $38.3 million in Q2 2023. However, Adjusted EBITDA saw a significant 42% increase to $44.2 million.
The company updated its 2024 financial outlook, now anticipating Marketplace GOV between $4.0-$4.3 billion, revenues of $810-$830 million, and Adjusted EBITDA of $160-$170 million. Vivid Seats also refinanced and upsized its term loan, reducing interest rates and adding $125 million to its cash balance.
Vivid Seats Inc. (NASDAQ: SEAT) ha riportato risultati solidi per il secondo trimestre del 2024, con ricavi di 198,3 milioni di dollari, in aumento del 20% rispetto all'anno precedente. Il Valore Lordo degli Ordini del Marketplace (GOV) dell'azienda è aumentato del 5%, raggiungendo 998,1 milioni di dollari. Nonostante questa crescita, Vivid Seats ha registrato una perdita netta di 1,2 milioni di dollari, in calo rispetto a un utile netto di 38,3 milioni di dollari nel secondo trimestre del 2023. Tuttavia, l'EBITDA rettificato ha mostrato un notevole aumento del 42%, raggiungendo 44,2 milioni di dollari.
L'azienda ha aggiornato le sue prospettive finanziarie per il 2024, ora prevedendo un GOV del Marketplace compreso tra 4,0 e 4,3 miliardi di dollari, ricavi tra 810 e 830 milioni di dollari, e un EBITDA rettificato tra 160 e 170 milioni di dollari. Vivid Seats ha anche ristrutturato e ampliato il suo prestito a termine, riducendo i tassi d'interesse e aggiungendo 125 milioni di dollari al suo bilancio.
Vivid Seats Inc. (NASDAQ: SEAT) reportó resultados sólidos en el segundo trimestre de 2024, con ingresos de 198.3 millones de dólares, un aumento del 20% en comparación con el año anterior. El Valor Bruto de Pedidos del Marketplace (GOV) de la empresa aumentó un 5%, alcanzando 998.1 millones de dólares. A pesar de este crecimiento, Vivid Seats reportó una pérdida neta de 1.2 millones de dólares, en comparación con una ganancia neta de 38.3 millones de dólares en el segundo trimestre de 2023. Sin embargo, el EBITDA ajustado vio un incremento significativo del 42%, alcanzando 44.2 millones de dólares.
La empresa actualizó su perspectiva financiera para 2024, anticipando ahora un GOV del Marketplace entre 4.0 y 4.3 mil millones de dólares, ingresos de 810 a 830 millones de dólares y un EBITDA ajustado de 160 a 170 millones de dólares. Vivid Seats también refinanció y amplió su préstamo a plazo, reduciendo las tasas de interés y añadiendo 125 millones de dólares a su saldo de efectivo.
비비드 시트(I.N.C NASDAQ: SEAT)는 2024년 2분기 실적을 발표했으며, 수익은 1억 9830만 달러로 전년 대비 20% 증가했습니다. 회사의 마켓플레이스 총 주문 가치는 5% 증가하여 9억 9810만 달러에 달했습니다. 이러한 성장에도 불구하고 비비드 시트는 120만 달러의 순손실을 기록했으며, 이는 2023년 2분기 3830만 달러의 순수익에서 감소한 수치입니다. 그러나 조정된 EBITDA는 42% 증가하여 4420만 달러에 이르렀습니다.
회사는 2024년 재정 전망을 업데이트하였으며, 마켓플레이스 총 주문 가치는 40억~43억 달러, 수익은 8억~8억 3천만 달러, 조정 EBITDA는 1억 6천만~1억 7천만 달러 사이를 예상하고 있습니다. 비비드 시트는 또한 기한 대출을 재조정하고 확대하여 이자율을 낮추고 1억 2500만 달러를 현금 잔고에 추가했습니다.
Vivid Seats Inc. (NASDAQ: SEAT) a annoncé de bons résultats pour le deuxième trimestre de 2024, avec des revenus de 198,3 millions de dollars, soit une augmentation de 20 % par rapport à l'année précédente. La Valeur Brute des Commandes du Marché (GOV) de l'entreprise a augmenté de 5 %, atteignant 998,1 millions de dollars. Malgré cette croissance, Vivid Seats a déclaré une perte nette de 1,2 million de dollars, contre un bénéfice net de 38,3 millions de dollars au deuxième trimestre de 2023. Cependant, l'EBITDA ajusté a connu une augmentation significative de 42 %, atteignant 44,2 millions de dollars.
L'entreprise a mis à jour ses prévisions financières pour 2024, prévoyant désormais un GOV du marché compris entre 4,0 et 4,3 milliards de dollars, des revenus de 810 à 830 millions de dollars et un EBITDA ajusté de 160 à 170 millions de dollars. Vivid Seats a également refinancé et augmenté son prêt à terme, réduisant les taux d'intérêt et ajoutant 125 millions de dollars à son solde de trésorerie.
Vivid Seats Inc. (NASDAQ: SEAT) meldete starke Ergebnisse für das zweite Quartal 2024, mit Einnahmen von 198,3 Millionen Dollar, was einem Anstieg von 20 % im Vergleich zum Vorjahr entspricht. Der Bruttowert der Bestellungen (GOV) des Unternehmens stieg um 5 % auf 998,1 Millionen Dollar. Trotz dieses Wachstums meldete Vivid Seats einen Nettoverlust von 1,2 Millionen Dollar, verglichen mit einem Nettogewinn von 38,3 Millionen Dollar im zweiten Quartal 2023. Das bereinigte EBITDA hingegen verzeichnete einen deutlichen Anstieg von 42 % auf 44,2 Millionen Dollar.
Das Unternehmen hat seine finanzielle Prognose für 2024 aktualisiert und rechnet jetzt mit einem GOV des Marktplatzes zwischen 4,0 und 4,3 Milliarden Dollar, Einnahmen zwischen 810 und 830 Millionen Dollar sowie einem bereinigten EBITDA von 160 bis 170 Millionen Dollar. Vivid Seats hat auch sein Term Darlehen refinanziert und erhöht, wodurch die Zinssätze gesenkt und 125 Millionen Dollar zu seinem Cash-Bestands hinzugefügt wurden.
- Revenue growth of 20% year-over-year to $198.3 million
- Adjusted EBITDA increase of 42% year-over-year to $44.2 million
- Marketplace GOV growth of 5% to $998.1 million
- Successful refinancing and upsizing of term loan, reducing interest rates
- Addition of $125 million to cash balance
- Increase in total Marketplace orders by 17.9% year-over-year
- Net loss of $1.2 million compared to net income of $38.3 million in Q2 2023
- Lowered guidance for Marketplace GOV from $4.2-$4.5 billion to $4.0-$4.3 billion
- Reduced upper range of revenue guidance from $840 million to $830 million
- Increase in order cancellations compared to the previous year
Insights
Vivid Seats' Q2 2024 results demonstrate strong growth, with revenues up
The Marketplace GOV growth of
Vivid Seats' revised 2024 outlook, lowering Marketplace GOV and revenue ranges, signals caution. The maintained Adjusted EBITDA guidance suggests effective cost management, but investors should monitor the disconnect between top-line growth and profitability.
Vivid Seats' performance reflects a robust ticketing market, with total Marketplace orders up
The company's ability to grow revenue faster than GOV suggests successful upselling and fee optimization. However, the increased cancellation rate (1.7% vs 1.2% in Q2 2023) may indicate consumer price sensitivity or event rescheduling issues.
The refinanced and upsized term loan, coupled with a
Vivid Seats' Q2 results underscore the power of its technology platform in driving growth. The increasing mix of buyer repeat orders suggests effective use of data analytics and personalization to enhance customer loyalty. This trend is important for reducing customer acquisition costs and improving long-term profitability.
The company's ability to navigate "varying competitive landscapes" hints at agile pricing algorithms and inventory management systems. However, the rise in cancellations may indicate a need for improved predictive modeling to balance aggressive sales with fulfillment risks.
Vivid Seats' emphasis on deploying cash for strategic M&A suggests a focus on technological expansion. Investors should watch for acquisitions that could enhance the company's AI capabilities, mobile experience, or blockchain integration for ticket verification, as these could be game-changers in the evolving ticketing tech landscape.
Q2 2024 Revenues of
CHICAGO, Aug. 06, 2024 (GLOBE NEWSWIRE) -- 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, 2024.
"In the second quarter we executed with discipline, delivering great results while opportunistically leveraging our unique assets and capabilities," said Stan Chia, Vivid Seats CEO. "
Second Quarter 2024 Key Operational and Financial Metrics
- Marketplace GOV of
$998.1 million – up5% from$953.7 million in Q2 2023 - Revenues of
$198.3 million – up20% from$165.4 million in Q2 2023 - Net loss of
$1.2 million – down from net income of$38.3 million in Q2 2023 - Adjusted EBITDA of
$44.2 million – up42% from$31.1 million in Q2 2023
"In the second quarter we delivered robust revenue and Adjusted EBITDA growth, demonstrating our ability to navigate varying competitive landscapes," said Lawrence Fey, Vivid Seats CFO. "In the second quarter, we also refinanced and up-sized our term loan and were able to reduce our interest rate while adding
Key Performance Indicators ('000s)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Marketplace GOV(1) | $ | 998,065 | $ | 953,739 | $ | 2,026,543 | $ | 1,809,267 | |||||||
| Total Marketplace orders(2) | 3,097 | 2,627 | 5,974 | 4,902 | |||||||||||
| Total Resale orders(3) | 101 | 76 | 200 | 163 | |||||||||||
| Adjusted EBITDA(4) | $ | 44,178 | $ | 31,077 | $ | 83,096 | $ | 73,512 | |||||||
| (1) | Marketplace Gross Order Value ("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 six months ended June 30, 2024, Marketplace GOV was negatively impacted by cancellations in the amount of |
| (2) | 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 six months ended June 30, 2024, our Marketplace segment experienced 52,392 and 102,441 cancellations, respectively, compared to 29,351 and 49,831 cancellations during the three and six months ended June 30, 2023, respectively. |
| (3) | 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 six months ended June 30, 2024, our Resale segment experienced 1,211 and 2,083 cancellations, respectively, compared to 827 and 1,512 cancellations during the three and six months ended June 30, 2023, respectively. |
| (4) | Adjusted EBITDA is a financial measure not defined under accounting principles generally accepted in the United States of America ("GAAP"). 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 Use of Non-GAAP Financial Measures section below for more information and a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure. |
2024 Financial Outlook
Vivid Seats now anticipates Marketplace GOV, Revenues and Adjusted EBITDA for the year ending December 31, 2024 to be:
- Marketplace GOV in the range of
$4.0 billion to$4.3 billion (previously$4.2 billion to$4.5 billion ) - Revenues in the range of
$810.0 million to$830.0 million (previously$810.0 million to$840.0 million ) - Adjusted EBITDA in the range of
$160.0 million to$170.0 million *
Additional detail around the 2024 outlook will be available on the second quarter 2024 earnings call.
*We calculate forward-looking non-GAAP Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net income, the most directly comparable GAAP measure. We do not attempt to provide a reconciliation of forward-looking Adjusted EBITDA to forward-looking net income because the timing and/or probable significance of certain excluded items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Such items could have a significant and unpredictable impact on our future GAAP financial results.
Webcast Details
Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the second quarter 2024 financial results, business updates and financial outlook. Participants may access the live webcast and supplemental earnings presentation on the events page of the Vivid Seats Investor Relations website at https://investors.vividseats.com/events-and-presentations.
About Vivid Seats
Founded in 2001, Vivid Seats is a leading online ticket marketplace committed to becoming the ultimate partner for connecting fans to the live events, artists, and teams they love. Based on the belief that everyone should “Experience It Live,” the Chicago-based company provides exceptional value by providing one of the widest selections of events and tickets in North America and an industry leading Vivid Seats Rewards program where all fans earn on every purchase. Vivid Seats has been chosen as the official ticketing partner by some of the biggest brands in the entertainment industry including ESPN, Rolling Stone, and the Los Angeles Clippers. Vivid Seats also owns Vivid Picks, a daily fantasy sports app. Through its proprietary software and unique technology, Vivid Seats drives the consumer and business ecosystem for live event ticketing and enables the power of shared experiences to unite people. Vivid Seats has been recognized by Newsweek as one of America’s Best Companies for Customer Service in ticketing. Fans who want to have the best live experiences can start by downloading the Vivid Seats mobile app, going to vividseats.com, or calling 866-848-8499.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements in this press release relate to, without limitation: our future operating results and financial position, including our expectations regarding Marketplace GOV, revenues and Adjusted EBITDA; our expectations with respect to live event industry growth and our TAM and competitive positioning; our business strategy; share repurchases and M&A opportunities; and the plans and objectives of management for future operations. Words such as “anticipate,” “believe,” “can,” “continue,” “could,” “designed,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “plan,” “project,” “propose,” “seek,” “should,” “target,” “will” and “would,” as well as similar expressions which predict or indicate future events and trends or which do not relate to historical matters, are intended to identify such forward-looking statements. Forward-looking statements are not guarantees of future performance, conditions or results, and are subject to risks, uncertainties and assumptions that can be difficult to predict and/or outside of our control. Therefore, actual results may differ materially from those contemplated by any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to: our ability to generate sufficient cash flows or raise additional capital necessary to fund our operations; the supply and demand of live concert, sporting and theater events; our ability to maintain and develop our relationships with ticket buyers, sellers and partners; changes in internet search engine algorithms and dynamics, search engine disintermediation or mobile application marketplace rules; our ability to compete in the ticketing industry; our ability to maintain and improve our platform and develop successful new solutions and enhancements or improve existing ones; the impact of extraordinary events, including disease epidemics and pandemics; the impact of our acquisitions and strategic investments, including our integration of Wavedash Co., Ltd. and Vegas.com, LLC; the effects of any recession and/or heightened inflation; our ability to maintain the integrity of our information systems and infrastructure, and to identify, assess and manage relevant cybersecurity risks; and other factors discussed in the “Risk Factors” sections of our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
Investors
Kate Africk
Kate.Africk@vividseats.com
Media
Julia Young
Julia.Young@vividseats.com
| VIVID SEATS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) (Unaudited) | |||||||
| June 30, | December 31, | ||||||
| 2024 | 2023 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 234,289 | $ | 125,484 | |||
| Restricted cash | 6,136 | 6,950 | |||||
| Accounts receivable – net | 68,628 | 58,481 | |||||
| Inventory – net | 30,249 | 21,018 | |||||
| Prepaid expenses and other current assets | 31,519 | 34,061 | |||||
| Total current assets | 370,821 | 245,994 | |||||
| Property and equipment – net | 9,663 | 10,156 | |||||
| Right-of-use assets – net | 9,692 | 9,826 | |||||
| Intangible assets – net | 227,054 | 241,155 | |||||
| Goodwill | 941,507 | 947,359 | |||||
| Deferred tax assets | 85,073 | 85,564 | |||||
| Investments | 7,245 | 6,993 | |||||
| Other non-current assets | 3,647 | 3,052 | |||||
| Total assets | $ | 1,654,702 | $ | 1,550,099 | |||
| Liabilities and equity | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 266,502 | $ | 257,514 | |||
| Accrued expenses and other current liabilities | 168,983 | 191,642 | |||||
| Deferred revenue | 30,173 | 34,674 | |||||
| Current maturities of long-term debt | 3,950 | 3,933 | |||||
| Total current liabilities | 469,608 | 487,763 | |||||
| Long-term debt – net | 386,506 | 264,632 | |||||
| Long-term lease liabilities | 16,104 | 16,215 | |||||
| TRA liability | 162,233 | 165,699 | |||||
| Other liabilities | 26,146 | 29,031 | |||||
| Total long-term liabilities | 590,989 | 475,577 | |||||
| Commitments and contingencies (Note 15) | |||||||
| Redeemable noncontrolling interests | 438,294 | 481,742 | |||||
| Shareholders' equity | |||||||
| Class A common stock, | 14 | 14 | |||||
| Class B common stock, | 8 | 8 | |||||
| Additional paid-in capital | 1,164,240 | 1,096,430 | |||||
| Treasury stock, at cost, 10,750,153 and 7,291,497 shares at June 30, 2024 and December 31, 2023, respectively | (72,655 | ) | (52,586 | ) | |||
| Accumulated deficit | (934,580 | ) | (939,596 | ) | |||
| Accumulated other comprehensive income (loss) | (1,216 | ) | 747 | ||||
| Total Shareholders' equity | 155,811 | 105,017 | |||||
| Total liabilities, Redeemable noncontrolling interests, and Shareholders' equity | $ | 1,654,702 | $ | 1,550,099 | |||
| VIVID SEATS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (Unaudited) | |||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Revenues | $ | 198,316 | $ | 165,380 | $ | 389,168 | $ | 326,443 | |||||||
| Costs and expenses: | |||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 48,765 | 42,616 | 98,348 | 80,376 | |||||||||||
| Marketing and selling | 70,114 | 65,192 | 137,861 | 119,964 | |||||||||||
| General and administrative | 61,053 | 38,307 | 103,420 | 70,696 | |||||||||||
| Depreciation and amortization | 10,502 | 2,704 | 20,985 | 5,302 | |||||||||||
| Change in fair value of contingent consideration | — | (1,052 | ) | — | (1,018 | ) | |||||||||
| Income from operations | 7,882 | 17,613 | 28,554 | 51,123 | |||||||||||
| Other expense: | - | ||||||||||||||
| Interest expense – net | 5,324 | 2,772 | 10,406 | 6,052 | |||||||||||
| Other expense | 3,202 | 1,000 | 5,784 | 673 | |||||||||||
| Income (loss) before income taxes | (644 | ) | 13,841 | 12,364 | 44,398 | ||||||||||
| Income tax expense (benefit) | 577 | (24,485 | ) | 2,846 | (24,200 | ) | |||||||||
| Net income (loss) | (1,221 | ) | 38,326 | 9,518 | 68,598 | ||||||||||
| Net income (loss) attributable to redeemable noncontrolling interests | (160 | ) | 7,614 | 4,505 | 25,704 | ||||||||||
| Net income (loss) attributable to Class A Common Stockholders | $ | (1,061 | ) | $ | 30,712 | $ | 5,013 | $ | 42,894 | ||||||
| VIVID SEATS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) | |||||||
| Six Months Ended June 30, | |||||||
| 2024 | 2023 | ||||||
| Cash flows from operating activities | |||||||
| Net income | $ | 9,518 | $ | 68,598 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
| Depreciation and amortization | 20,985 | 5,302 | |||||
| Amortization of leases | 843 | 295 | |||||
| Amortization of deferred financing costs | 453 | 453 | |||||
| Equity-based compensation expense | 27,600 | 12,910 | |||||
| Change in fair value of warrants | (1,761 | ) | 673 | ||||
| Loss on asset disposals | 122 | 17 | |||||
| Deferred taxes | 156 | (24,577 | ) | ||||
| Change in fair value of derivative asset | 81 | — | |||||
| Non-cash interest income | (291 | ) | — | ||||
| Foreign currency revaluation loss | 5,798 | — | |||||
| Change in fair value of contingent consideration | — | (1,018 | ) | ||||
| Change in assets and liabilities: | |||||||
| Accounts receivable – net | (10,644 | ) | (9,770 | ) | |||
| Inventory – net | (9,245 | ) | (15,227 | ) | |||
| Prepaid expenses and other current assets | 2,541 | (16,696 | ) | ||||
| Accounts payable | 10,084 | 42,905 | |||||
| Accrued expenses and other current liabilities | (25,803 | ) | 13,586 | ||||
| Deferred revenue | (4,505 | ) | (1,913 | ) | |||
| Other non-current assets and liabilities | (573 | ) | 7,132 | ||||
| Net cash provided by operating activities | 25,359 | 82,670 | |||||
| Cash flows from investing activities | |||||||
| Purchases of property and equipment | (378 | ) | (606 | ) | |||
| Purchases of personal seat licenses | (737 | ) | (486 | ) | |||
| Investments in developed technology | (9,433 | ) | (4,491 | ) | |||
| Net cash used in investing activities | (10,548 | ) | (5,583 | ) | |||
| Cash flows from financing activities | |||||||
| Payments of February 2022 First Lien Loan | (689 | ) | (1,375 | ) | |||
| Repurchase of common stock as treasury stock | (20,069 | ) | (7,612 | ) | |||
| Tax distributions | (6,414 | ) | (11,016 | ) | |||
| Payments of Shoko Chukin Bank Loan | (2,655 | ) | — | ||||
| Payments for taxes related to net settlement of equity incentive awards | (565 | ) | — | ||||
| Proceeds from June 2024 First Lien Loan | 125,500 | — | |||||
| Payments of deferred financing costs and other debt-related costs | (315 | ) | — | ||||
| Payment of liabilities under Tax Receivable Agreement | (77 | ) | — | ||||
| Cash paid for milestone payments | — | (2,500 | ) | ||||
| Net cash provided by (used in) financing activities | 94,716 | (22,503 | ) | ||||
| Impact of foreign exchange on cash, cash equivalents, and restricted cash | (1,536 | ) | — | ||||
| Net increase in cash, cash equivalents, and restricted cash | 107,991 | 54,584 | |||||
| Cash, cash equivalents, and restricted cash – beginning of period | 132,434 | 252,290 | |||||
| Cash, cash equivalents, and restricted cash – end of period | $ | 240,425 | $ | 306,874 | |||
| Supplemental disclosure of cash flow information: | |||||||
| Cash paid for interest | $ | 16,108 | $ | 7,261 | |||
| Cash paid for income tax | $ | 3,285 | $ | 401 | |||
Use of Non-GAAP Financial Measures
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.
Adjusted EBITDA is a key measure used by our management 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.
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 GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with 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 (gains)/losses. 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 GAAP amounts excluded from Adjusted EBITDA.
The following table provides a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, net income (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Net income (loss) | $ | (1,221 | ) | $ | 38,326 | $ | 9,518 | $ | 68,598 | ||||||
| Income tax expense (benefit) | 577 | (24,485 | ) | 2,846 | (24,200 | ) | |||||||||
| Interest expense – net | 5,324 | 2,772 | 10,406 | 6,052 | |||||||||||
| Depreciation and amortization | 10,502 | 2,704 | 20,985 | 5,302 | |||||||||||
| Sales tax liability(1) | 4,819 | — | 2,088 | — | |||||||||||
| Transaction costs(2) | 3,507 | 4,488 | 5,406 | 4,944 | |||||||||||
| Equity-based compensation(3) | 19,112 | 7,380 | 27,600 | 12,910 | |||||||||||
| Litigation, settlements and related costs(4) | 4 | (66 | ) | 7 | 234 | ||||||||||
| Change in fair value of warrants(5) | (1,301 | ) | 1,000 | (1,761 | ) | 673 | |||||||||
| Change in fair value of derivative asset(6) | 43 | — | 81 | — | |||||||||||
| Change in fair value of contingent consideration(7) | — | (1,052 | ) | — | (1,018 | ) | |||||||||
| Loss on asset disposals(8) | 20 | 10 | 122 | 17 | |||||||||||
| Foreign currency revaluation loss(9) | 2,792 | — | 5,798 | — | |||||||||||
| Adjusted EBITDA | $ | 44,178 | $ | 31,077 | $ | 83,096 | $ | 73,512 | |||||||
| (1) | 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 six months ended June 30, 2024, we accrued for additional sales and indirect tax liabilities in jurisdictions where we are not yet collecting from the customer and settled certain local admission tax liabilities for less than the amount that was accrued as of December 31, 2023. |
| (2) | 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 six months ended June 30, 2024 primarily related to the refinancing of the February 2022 First Lien Loan with the June 2024 First Lien Loan, share repurchases, acquisitions and strategic investments. Costs in the three and six months ended June 30, 2023 primarily related to a secondary offering of our Class A common stock, acquisitions and strategic investments. |
| (3) | 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. |
| (4) | Relates to external legal costs, settlement costs and insurance recoveries that were unrelated to our core business operations. |
| (5) | Relates to the revaluation of warrants to purchase common units of Hoya Intermediate, LLC held by Hoya Topco, LLC following the Merger Transaction. |
| (6) | Relates to the revaluation of derivatives recorded at fair value. |
| (7) | Relates to the revaluation of Vivid Picks cash earnouts. |
| (8) | Relates to asset disposals, which are not considered indicative of our core operating performance. |
| (9) | Relates to unrealized foreign currency revaluation loss from the remeasurement of non-operating assets and liabilities denominated in non-functional currencies on the balance sheet date. |
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