Vivid Seats Reports Third Quarter 2024 Results
Vivid Seats (NASDAQ: SEAT) reported Q3 2024 financial results showing mixed performance. Marketplace GOV declined 13% to $871.7 million, while revenues decreased 1% to $186.6 million. Net income fell 43% to $9.2 million, though Adjusted EBITDA improved 2% to $34.1 million. The company faced headwinds from concert supply and venue/artist mix, leading to revised 2024 guidance. The company lowered its full-year outlook, now expecting Marketplace GOV of $3.8-4.0 billion, revenues of $760-780 million, and Adjusted EBITDA of $145-155 million.
Vivid Seats (NASDAQ: SEAT) ha riportato i risultati finanziari del terzo trimestre del 2024 che mostrano una performance mista. Il GOV del Marketplace è diminuito del 13% scendendo a 871,7 milioni di dollari, mentre i ricavi sono calati dell'1% a 186,6 milioni di dollari. Il reddito netto è sceso del 43% a 9,2 milioni di dollari, anche se l'EBITDA rettificato è migliorato del 2% a 34,1 milioni di dollari. L'azienda ha affrontato difficoltà a causa della fornitura di concerti e della miscela tra venue e artisti, portando a una revisione delle previsioni per il 2024. La compagnia ha abbassato le sue aspettative annuali, prevedendo ora un GOV del Marketplace tra 3,8 e 4,0 miliardi di dollari, ricavi tra 760 e 780 milioni di dollari, e un EBITDA rettificato tra 145 e 155 milioni di dollari.
Vivid Seats (NASDAQ: SEAT) reportó los resultados financieros del tercer trimestre de 2024 mostrando un rendimiento mixto. El GOV del Marketplace disminuyó un 13% a 871,7 millones de dólares, mientras que los ingresos cayeron un 1% a 186,6 millones de dólares. El ingreso neto cayó un 43% a 9,2 millones de dólares, aunque el EBITDA Ajustado mejoró un 2% a 34,1 millones de dólares. La empresa enfrentó dificultades debido a la oferta de conciertos y la mezcla de lugares/artistas, lo que llevó a una revisión de las proyecciones para 2024. La empresa ha reducido sus expectativas anuales, ahora esperando un GOV del Marketplace de 3,8 a 4,0 mil millones de dólares, ingresos de 760 a 780 millones de dólares, y un EBITDA Ajustado de 145 a 155 millones de dólares.
비비드 시트(Vivid Seats) (NASDAQ: SEAT)는 2024년 3분기 재무 결과를 발표하며 혼합된 성과를 보였습니다. 마켓플레이스 GOV는 13% 감소했습니다 $871.7 백만으로, 수익은 1% 감소하여 $186.6 백만에 이르렀습니다. 순이익은 43% 감소했습니다 $9.2 백만으로, 조정된 EBITDA는 2% 개선되어 $34.1 백만에 달했습니다. 회사는 콘서트 공급과 장소/아티스트 조합과 관련하여 어려움을 겪었으며, 2024년 전망을 수정하게 되었습니다. 회사는 연간 전망을 하향 조정하여, 현재 마켓플레이스 GOV가 $38-40억, 수익이 $760-780백만, 조정된 EBITDA가 $145-155백만에 이를 것으로 예상하고 있습니다.
Vivid Seats (NASDAQ: SEAT) a annoncé ses résultats financiers du troisième trimestre 2024, montrant une performance mitigée. Le GOV du marché a diminué de 13% pour atteindre 871,7 millions de dollars, tandis que les revenus ont chuté de 1% à 186,6 millions de dollars. Le revenu net a chuté de 43% pour atteindre 9,2 millions de dollars, bien que l'EBITDA ajusté ait augmenté de 2% à 34,1 millions de dollars. L'entreprise a fait face à des difficultés en raison de l'offre de concerts et de la combinaison lieux/artistes, ce qui a conduit à une révision des prévisions pour 2024. L'entreprise a abaissé ses prévisions annuelles, s'attendant maintenant à un GOV du marché entre 3,8 et 4,0 milliards de dollars, des revenus entre 760 et 780 millions de dollars, et un EBITDA ajusté entre 145 et 155 millions de dollars.
Vivid Seats (NASDAQ: SEAT) hat die Finanzzahlen für das dritte Quartal 2024 veröffentlicht, die eine gemischte Leistung zeigen. Der Markt-GOV sank um 13% auf 871,7 Millionen Dollar, während die Einnahmen um 1% auf 186,6 Millionen Dollar zurückgingen. Der Nettogewinn fiel um 43% auf 9,2 Millionen Dollar, obwohl das bereinigte EBITDA um 2% auf 34,1 Millionen Dollar anstieg. Das Unternehmen sah sich Herausforderungen durch das Angebot von Konzerten sowie die Mischung aus Veranstaltungsorten und Künstlern gegenüber, was zu einer angepassten Prognose für 2024 führte. Das Unternehmen senkte seine Jahresprognose und erwartet nun, dass der Markt-GOV zwischen 3,8 und 4,0 Milliarden Dollar, die Einnahmen zwischen 760 und 780 Millionen Dollar und das bereinigte EBITDA zwischen 145 und 155 Millionen Dollar liegen wird.
- Adjusted EBITDA increased 2% to $34.1 million
- Successfully generating synergies from Vegas.com acquisition
- Skybox Drive exited beta phase with over 100 users onboarding
- Marketplace GOV declined 13% to $871.7 million
- Net income decreased 43% to $9.2 million
- Revenues dropped 1% to $186.6 million
- Downward revision of full-year 2024 guidance
- Increased order cancellations compared to previous year
Insights
Vivid Seats' Q3 results reveal significant headwinds in their core business. The
The increased cancellation rate (77,012 vs 28,203 YoY) signals operational challenges. While management attributes this to temporary concert supply issues, the
The concert industry dynamics are creating a complex landscape for Vivid Seats. The decline in concert supply and venue/artist mix issues point to broader market challenges that could persist into early 2025. However, the company's ability to maintain relatively stable revenues despite a
The strategic focus on professional sellers through Skybox Drive could strengthen their competitive position, with 100+ users already onboarding and a growing waitlist suggesting strong market demand. The Vegas.com integration shows early promise in cross-selling opportunities, though its impact isn't yet sufficient to offset core business headwinds.
Disciplined Execution with Synergy Realization and New Product Roll-outs
CHICAGO, Nov. 07, 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 third quarter ended September 30, 2024.
"Demand remained robust in the third quarter, although we experienced a headwind from concert supply, including from venue and artist mix, that we believe to be temporary," said Stan Chia, Vivid Seats CEO. "We expect industry growth to accelerate in 2025 as concerts return to their long-term trend. In the third quarter, we operated with discipline and delivered strong unit economics, while executing strongly and generating synergies with our Vegas.com acquisition through both cross-listed inventory and by converting Vegas.com customers to Vivid Seats customers. Lastly, we are excited to announce that Skybox Drive has exited its beta phase and we are already in the process of onboarding more than one hundred users, with hundreds more on our waitlist. As we ramp adoption, the innovative pricing functionality of Skybox Drive will further enforce the stickiness of Skybox and fortify our already leading position with professional sellers."
Third Quarter 2024 Key Operational and Financial Metrics
- Marketplace GOV of
$871.7 million – down13% from$998.9 million in Q3 2023 - Revenues of
$186.6 million – down1% from$188.1 million in Q3 2023 - Net income of
$9.2 million – down43% from$16.0 million in Q3 2023 - Adjusted EBITDA of
$34.1 million – up2% from$33.4 million in Q3 2023
"Despite a decline in Marketplace GOV in the third quarter, we held year-over-year revenues roughly flat and grew Adjusted EBITDA through disciplined execution while maintaining our strong unit economics," said Lawrence Fey, Vivid Seats CFO. "Given third quarter concert supply dynamics and expected marketing intensity in the fourth quarter, we are revising our 2024 guidance. As more concert tour announcements come out over the coming weeks, we will gain visibility into the 2025 concert calendar, where we currently anticipate a return to healthy growth."
Key Performance Indicators ('000s)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||
| Marketplace GOV(1) | $ | 871,726 | $ | 998,933 | $ | 2,898,269 | $ | 2,808,200 | |||
| Total Marketplace orders(2) | 2,969 | 3,022 | 8,943 | 7,924 | |||||||
| Total Resale orders(3) | 116 | 110 | 316 | 273 | |||||||
| Adjusted EBITDA(4) | $ | 34,077 | $ | 33,367 | $ | 117,172 | $ | 106,879 | |||
| (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 nine months ended September 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 nine months ended September 30, 2024, our Marketplace segment experienced 77,012 and 179,453 cancellations, respectively, compared to 28,203 and 78,034 cancellations during the three and nine months ended September 30, 2023, respectively. |
| (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 nine months ended September 30, 2024, our Resale segment experienced 2,411 and 4,494 cancellations, respectively, compared to 851 and 2,363 cancellations during the three and nine months ended September 30, 2023, respectively. |
| (4) | Adjusted EBITDA is a financial measure not defined under accounting principles generally accepted in the United States of America ("US 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 US 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
$3.8 t o$4.0 billion (previously$4.0 t o$4.3 billion ) - Revenues in the range of
$760.0 t o$780.0 million (previously$810.0 t o$830.0 million ) - Adjusted EBITDA in the range of
$145.0 t o$155.0 million (previously$160.0 t o$170.0 million )*
Additional detail around the 2024 outlook will be available on the third quarter 2024 earnings call.
*We calculate forward-looking Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net income, the most directly comparable US 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 US GAAP financial results.
Webcast Details
Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the third 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, concert supply and our TAM and competitive positioning; our business strategy; share repurchases and M&A opportunities; the adoption and benefits of Skybox Drive; 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 to raise additional capital when necessary or desirable; 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 continue 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; our ability to identify suitable acquisition targets and to complete planned acquisitions; 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) | |||||||
| September 30, | December 31, | ||||||
| 2024 | 2023 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 202,274 | $ | 125,484 | |||
| Restricted cash | 6,187 | 6,950 | |||||
| Accounts receivable – net | 65,306 | 58,481 | |||||
| Inventory – net | 22,254 | 21,018 | |||||
| Prepaid expenses and other current assets | 29,899 | 34,061 | |||||
| Total current assets | 325,920 | 245,994 | |||||
| Property and equipment – net | 9,589 | 10,156 | |||||
| Right-of-use assets – net | 9,344 | 9,826 | |||||
| Intangible assets – net | 225,128 | 241,155 | |||||
| Goodwill | 946,857 | 947,359 | |||||
| Deferred tax assets | 81,245 | 85,564 | |||||
| Investments | 7,152 | 6,993 | |||||
| Other non-current assets | 5,356 | 3,052 | |||||
| Total assets | $ | 1,610,591 | $ | 1,550,099 | |||
| Liabilities, redeemable noncontrolling interests, and shareholders' equity | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 224,328 | $ | 257,514 | |||
| Accrued expenses and other current liabilities | 159,781 | 191,642 | |||||
| Deferred revenue | 24,632 | 34,674 | |||||
| Current maturities of long-term debt | 3,950 | 3,933 | |||||
| Total current liabilities | 412,691 | 487,763 | |||||
| Long-term debt – net | 385,730 | 264,632 | |||||
| Long-term lease liabilities | 15,803 | 16,215 | |||||
| TRA liability | 162,233 | 165,699 | |||||
| Other liabilities | 22,659 | 29,031 | |||||
| Total long-term liabilities | 586,425 | 475,577 | |||||
| Commitments and contingencies | |||||||
| Redeemable noncontrolling interests | 282,033 | 481,742 | |||||
| Shareholders' equity | |||||||
| Class A common stock, | 14 | 14 | |||||
| Class B common stock, | 8 | 8 | |||||
| Additional paid-in capital | 1,333,518 | 1,096,430 | |||||
| Treasury stock, at cost, 11,433,749 and 7,291,497 shares at September 30, 2024 and December 31, 2023, respectively | (75,584 | ) | (52,586 | ) | |||
| Accumulated deficit | (929,284 | ) | (939,596 | ) | |||
| Accumulated other comprehensive income | 770 | 747 | |||||
| Total shareholders' equity | 329,442 | 105,017 | |||||
| Total liabilities, redeemable noncontrolling interests, and shareholders' equity | $ | 1,610,591 | $ | 1,550,099 | |||
| VIVID SEATS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (Unaudited) | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Revenues | $ | 186,605 | $ | 188,133 | $ | 575,773 | $ | 514,576 | |||||||
| Costs and expenses: | |||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 51,029 | 50,462 | 149,377 | 130,838 | |||||||||||
| Marketing and selling | 67,835 | 77,006 | 205,695 | 196,970 | |||||||||||
| General and administrative | 46,306 | 37,225 | 149,725 | 107,921 | |||||||||||
| Depreciation and amortization | 10,669 | 3,301 | 31,654 | 8,603 | |||||||||||
| Change in fair value of contingent consideration | — | 20 | — | (998 | ) | ||||||||||
| Income from operations | 10,766 | 20,119 | 39,322 | 71,242 | |||||||||||
| Other expense (income): | |||||||||||||||
| Interest expense – net | 6,300 | 2,544 | 16,706 | 8,596 | |||||||||||
| Other income | (9,020 | ) | (1,038 | ) | (3,236 | ) | (365 | ) | |||||||
| Income before income taxes | 13,486 | 18,613 | 25,852 | 63,011 | |||||||||||
| Income tax expense (benefit) | 4,290 | 2,595 | 7,136 | (21,605 | ) | ||||||||||
| Net income | 9,196 | 16,018 | 18,716 | 84,616 | |||||||||||
| Net income attributable to redeemable noncontrolling interests | 3,900 | 9,341 | 8,405 | 35,045 | |||||||||||
| Net income attributable to Class A common stockholders | $ | 5,296 | $ | 6,677 | $ | 10,311 | $ | 49,571 | |||||||
| VIVID SEATS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) | |||||||
| Nine Months Ended September 30, | |||||||
| 2024 | 2023 | ||||||
| Cash flows from operating activities | |||||||
| Net income | $ | 18,716 | $ | 84,616 | |||
| Adjustments to reconcile net income to net cash provided by operating activities | |||||||
| Depreciation and amortization | 31,654 | 8,603 | |||||
| Amortization of leases | 1,379 | 467 | |||||
| Amortization of deferred financing costs | 718 | 688 | |||||
| Equity-based compensation | 38,284 | 20,488 | |||||
| Change in fair value of warrants | (5,713 | ) | (991 | ) | |||
| Loss on asset disposals | 160 | 51 | |||||
| Deferred taxes | 3,378 | (22,678 | ) | ||||
| Change in fair value of derivative asset | 537 | 83 | |||||
| Non-cash interest income | (442 | ) | (125 | ) | |||
| Foreign currency revaluation loss | 266 | 542 | |||||
| Change in fair value of contingent consideration | — | (998 | ) | ||||
| Change in assets and liabilities: | |||||||
| Accounts receivable – net | (6,879 | ) | (26,147 | ) | |||
| Inventory – net | (1,234 | ) | (8,702 | ) | |||
| Prepaid expenses and other current assets | 4,164 | (19,239 | ) | ||||
| Accounts payable | (33,113 | ) | 50,484 | ||||
| Accrued expenses and other current liabilities | (35,140 | ) | 18,415 | ||||
| Deferred revenue | (10,042 | ) | 2,464 | ||||
| Other non-current assets and liabilities | (558 | ) | 6,365 | ||||
| Net cash provided by operating activities | 6,135 | 114,386 | |||||
| Cash flows from investing activities | |||||||
| Purchases of property and equipment | (767 | ) | (785 | ) | |||
| Purchases of personal seat licenses | (737 | ) | (542 | ) | |||
| Investments in developed technology | (14,334 | ) | (7,770 | ) | |||
| Disbursement of 2024 Sponsorship Loan | (2,000 | ) | — | ||||
| Acquisition of business, net of cash acquired | — | (55,935 | ) | ||||
| Investments in convertible promissory note and warrant | — | (6,000 | ) | ||||
| Net cash used in investing activities | (17,838 | ) | (71,032 | ) | |||
| Cash flows from financing activities | |||||||
| Payments of February 2022 First Lien Loan | (689 | ) | (2,063 | ) | |||
| Repurchases of common stock as treasury stock | (22,998 | ) | (7,612 | ) | |||
| Tax distributions | (9,253 | ) | (11,016 | ) | |||
| Payments of Shoko Chukin Bank Loan | (2,655 | ) | — | ||||
| Payments of taxes related to net settlement of equity incentive awards | (645 | ) | — | ||||
| 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 | ) | — | ||||
| Payments of June 2024 First Lien Loan | (987 | ) | — | ||||
| Cash paid for milestone payments | — | (6,005 | ) | ||||
| Net cash provided by (used in) financing activities | 87,881 | (26,696 | ) | ||||
| Impact of foreign exchange on cash, cash equivalents, and restricted cash | (151 | ) | 786 | ||||
| Net increase in cash, cash equivalents, and restricted cash | 76,027 | 17,444 | |||||
| Cash, cash equivalents, and restricted cash – beginning of period | 132,434 | 252,290 | |||||
| Cash, cash equivalents, and restricted cash – end of period | $ | 208,461 | $ | 269,734 | |||
| VIVID SEATS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) | |||||
| Supplemental disclosure of cash flow information: | |||||
| Cash paid for interest | $ | 16,728 | $ | 13,250 | |
| Cash paid for income tax | $ | 5,144 | $ | 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 team internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. Moreover, we believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for making period-to-period comparisons of our business performance and highlighting trends in our operating results.
Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with US GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with US GAAP and may exclude recurring costs, such as interest expense – net, equity-based compensation, litigation, settlements and related costs, change in fair value of warrants, change in fair value of derivative assets and foreign currency revaluation losses (gains). In addition, other companies may calculate Adjusted EBITDA differently than we do, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the US GAAP amounts excluded from Adjusted EBITDA.
The following table provides a reconciliation of Adjusted EBITDA to its most directly comparable US GAAP measure, net income (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Net income | $ | 9,196 | $ | 16,018 | $ | 18,716 | $ | 84,616 | |||||||
| Income tax expense (benefit) | 4,290 | 2,595 | 7,136 | (21,605 | ) | ||||||||||
| Interest expense – net | 6,300 | 2,544 | 16,706 | 8,596 | |||||||||||
| Depreciation and amortization | 10,669 | 3,301 | 31,654 | 8,603 | |||||||||||
| Sales tax liability(1) | 526 | — | 2,613 | — | |||||||||||
| Transaction costs(2) | 1,243 | 2,290 | 6,649 | 7,234 | |||||||||||
| Equity-based compensation(3) | 10,685 | 7,578 | 38,284 | 20,488 | |||||||||||
| Litigation, settlements and related costs(4) | 157 | 26 | 164 | 260 | |||||||||||
| Change in fair value of warrants(5) | (3,952 | ) | (1,664 | ) | (5,713 | ) | (991 | ) | |||||||
| Change in fair value of derivative asset(6) | 456 | 83 | 537 | 83 | |||||||||||
| Change in fair value of contingent consideration(7) | — | 20 | — | (998 | ) | ||||||||||
| Loss on asset disposals(8) | 38 | 34 | 160 | 51 | |||||||||||
| Foreign currency revaluation losses (gains)(9) | (5,531 | ) | 542 | 266 | 542 | ||||||||||
| Adjusted EBITDA | $ | 34,077 | $ | 33,367 | $ | 117,172 | $ | 106,879 | |||||||
| (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 three and nine months ended September 30, 2024, we accrued for additional sales and indirect tax liabilities in jurisdictions where we are not yet collecting from customers and settled certain local admission tax liabilities for less than the amount that was accrued as of December 31, 2023. |
| (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 nine months ended September 30, 2024 primarily related to the refinancing of our first lien loan, share repurchases, acquisitions and strategic investments. Costs in the three and nine months ended September 30, 2023 primarily related to a secondary offering of our Class A common stock, acquisitions and strategic investments. |
| (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 losses (gains) from the remeasurement of non-operating assets and liabilities denominated in non-functional currencies on the balance sheet date. |
FAQ
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