| • |
Marketplace GOV of $612.4 million
|
| • |
Revenues of $125.8 million
|
| • |
Net loss of $14.6 million
|
| • |
Adjusted EBITDA of $9.5 million
|
|
Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Marketplace GOV(1)
|
$
|
612,366
|
$
|
820,359
|
||||
|
Marketplace orders(2)
|
1,716
|
2,296
|
||||||
|
Resale orders(3)
|
82
|
105
|
||||||
|
Adjusted EBITDA(4)
|
$
|
9,486
|
$
|
21,721
|
||||
| (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 months ended March 31, 2026 and 2025, event cancellations negatively impacted Marketplace GOV by $9.0 million and $15.5 million, 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 months ended March 31, 2026 and 2025, our Marketplace segment experienced 29,434 and 42,353 event cancellations, 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 months ended March 31, 2026 and 2025, our Resale segment experienced 467 and 885 event cancellations, respectively.
|
| (4) |
Adjusted EBITDA is a financial measure not defined under accounting principles generally accepted in the United States of America (“U.S. GAAP”). We believe adjusted
EBITDA provides useful information to investors and others in understanding and evaluating our results of operations and serves as a useful measure for making period-to-period comparisons of our business performance. See “Adjusted EBITDA” below for more information, including a reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial
measure.
|
| • |
Marketplace GOV in the range of $2.2 billion to
$2.6 billion
|
| • |
Adjusted EBITDA in the range of $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.
|
|
March 31,
|
December 31,
|
|||||||
|
2026
|
2025
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
143,555
|
$
|
102,702
|
||||
|
Restricted cash
|
604
|
604
|
||||||
|
Accounts receivable – net
|
36,421
|
30,664
|
||||||
|
Inventory – net
|
28,878
|
18,166
|
||||||
|
Prepaid expenses and other current assets
|
33,809
|
26,336
|
||||||
|
Total current assets
|
243,267
|
178,472
|
||||||
|
Property and equipment – net
|
11,824
|
12,373
|
||||||
|
Right-of-use assets – net
|
10,145
|
10,515
|
||||||
|
Intangible assets – net
|
132,371
|
141,528
|
||||||
|
Goodwill – net
|
283,674
|
283,915
|
||||||
|
Deferred tax assets – net
|
1,238
|
1,123
|
||||||
|
Investments
|
5,383
|
5,365
|
||||||
|
Other assets
|
3,833
|
3,575
|
||||||
|
Total assets
|
$
|
691,735
|
$
|
636,866
|
||||
|
Liabilities and shareholders' deficit
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
224,771
|
$
|
153,418
|
||||
|
Accrued expenses and other current liabilities
|
123,253
|
125,957
|
||||||
|
Deferred revenue
|
19,145
|
19,973
|
||||||
|
Current maturities of long-term debt
|
3,930
|
3,930
|
||||||
|
Total current liabilities
|
371,099
|
303,278
|
||||||
|
Long-term debt – net
|
382,631
|
383,431
|
||||||
|
Long-term lease liabilities
|
15,860
|
16,452
|
||||||
|
Other liabilities
|
17,537
|
18,834
|
||||||
|
Total liabilities
|
787,127
|
721,995
|
||||||
|
Commitments and contingencies
|
||||||||
|
Shareholders' deficit:
|
||||||||
|
Class A common stock, $0.0001 par value; 500,000,000 shares authorized, 11,937,076 and 11,712,157 shares
issued and outstanding at March 31, 2026 and December 31, 2025, respectively
|
23
|
23
|
||||||
|
Additional paid-in capital
|
1,372,262
|
1,368,067
|
||||||
|
Treasury stock, at cost, 949,665 shares at March 31, 2026 and December 31, 2025
|
(93,920
|
)
|
(93,920
|
)
|
||||
|
Accumulated deficit
|
(1,374,103
|
)
|
(1,359,472
|
)
|
||||
|
Accumulated other comprehensive income
|
346
|
173
|
||||||
|
Total shareholders' deficit
|
(95,392
|
)
|
(85,129
|
)
|
||||
|
Total liabilities and shareholders' deficit
|
$
|
691,735
|
$
|
636,866
|
||||
|
Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Revenues
|
$
|
125,783
|
$
|
164,023
|
||||
|
Costs and expenses:
|
||||||||
|
Cost of revenues (exclusive of depreciation and amortization shown separately below)
|
39,195
|
44,525
|
||||||
|
Marketing and selling
|
49,951
|
64,112
|
||||||
|
General and administrative
|
33,117
|
48,082
|
||||||
|
Depreciation and amortization
|
12,308
|
11,625
|
||||||
|
Total costs and expenses
|
134,571
|
168,344
|
||||||
|
Loss from operations
|
(8,788
|
)
|
(4,321
|
)
|
||||
|
Interest expense – net
|
5,931
|
5,665
|
||||||
|
Other expense (income) – net
|
1,070
|
(4,154
|
)
|
|||||
|
Loss on extinguishment of debt
|
—
|
801
|
||||||
|
Loss before income taxes
|
(15,789
|
)
|
(6,633
|
)
|
||||
|
Income tax expense (benefit)
|
(1,158
|
)
|
3,155
|
|||||
|
Net loss
|
(14,631
|
)
|
(9,788
|
)
|
||||
|
Net loss attributable to redeemable noncontrolling interests
|
—
|
(3,846
|
)
|
|||||
|
Net loss attributable to Class A common stockholders
|
$
|
(14,631
|
)
|
$
|
(5,942
|
)
|
||
|
Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Cash flows from operating activities
|
||||||||
|
Net loss
|
$
|
(14,631
|
)
|
$
|
(9,788
|
)
|
||
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
|
Depreciation and amortization
|
12,308
|
11,625
|
||||||
|
Amortization of leases
|
356
|
324
|
||||||
|
Amortization of deferred financing costs
|
235
|
241
|
||||||
|
Equity-based compensation
|
4,414
|
10,751
|
||||||
|
Loss on asset disposals
|
59
|
47
|
||||||
|
Change in fair value of derivative asset
|
196
|
350
|
||||||
|
Deferred income tax benefit
|
(1,206
|
)
|
(1,464
|
)
|
||||
|
Non-cash interest expense – net
|
142
|
173
|
||||||
|
Foreign currency loss (gain) – net
|
806
|
(2,041
|
)
|
|||||
|
Change in fair value of Intermediate Warrants
|
—
|
(3,115
|
)
|
|||||
|
Loss on extinguishment of debt
|
—
|
801
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable – net
|
(5,833
|
)
|
(8,367
|
)
|
||||
|
Inventory – net
|
(10,713
|
)
|
(8,049
|
)
|
||||
|
Prepaid expenses and other current assets
|
(7,558
|
)
|
(1,964
|
)
|
||||
|
Accounts payable
|
71,479
|
(6,943
|
)
|
|||||
|
Accrued expenses and other current liabilities
|
(2,680
|
)
|
(6,748
|
)
|
||||
|
Deferred revenue
|
(828
|
)
|
(691
|
)
|
||||
|
Long-term lease liabilities
|
(586
|
)
|
(560
|
)
|
||||
|
Other assets and liabilities – net
|
47
|
130
|
||||||
|
Net cash provided by (used in) operating activities
|
46,007
|
(25,288
|
)
|
|||||
|
Cash flows from investing activities
|
||||||||
|
Purchases of property and equipment
|
(23
|
)
|
(1,836
|
)
|
||||
|
Purchases of personal seat licenses
|
(384
|
)
|
(563
|
)
|
||||
|
Investments in developed technology
|
(2,677
|
)
|
(4,526
|
)
|
||||
|
Purchases of seat images
|
(20
|
)
|
(146
|
)
|
||||
|
Payments toward Acquired Domain Name Obligation
|
—
|
(500
|
)
|
|||||
|
Net cash used in investing activities
|
(3,104
|
)
|
(7,571
|
)
|
||||
|
Cash flows from financing activities
|
||||||||
|
Payments of taxes related to net settlement of equity incentive awards
|
(338
|
)
|
(1,411
|
)
|
||||
|
Payment of 2025 First Lien Loan
|
(983
|
)
|
—
|
|||||
|
Payments toward Acquired Domain Name Obligation
|
(500
|
)
|
—
|
|||||
|
Repurchases of Class A common stock
|
—
|
(5,992
|
)
|
|||||
|
Payment of liabilities under TRA
|
—
|
(4,005
|
)
|
|||||
|
Payments of 2024 First Lien Loan
|
—
|
(76,986
|
)
|
|||||
|
Proceeds from 2025 First Lien Loan
|
—
|
76,986
|
||||||
|
Payment of deferred financing costs and other debt-related expenses
|
—
|
(162
|
)
|
|||||
|
Net cash used in financing activities
|
(1,821
|
)
|
(11,570
|
)
|
||||
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(229
|
)
|
474
|
|||||
|
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
40,853
|
(43,955
|
)
|
|||||
|
Cash, cash equivalents, and restricted cash – beginning of period
|
103,306
|
244,648
|
||||||
|
Cash, cash equivalents, and restricted cash – end of period
|
$
|
144,159
|
$
|
200,693
|
||||
|
Supplemental disclosures of cash flow information
|
||||||||
|
Cash paid for interest
|
$
|
6,153
|
$
|
7,749
|
||||
|
Cash paid for income taxes
|
$
|
55
|
$
|
1,286
|
||||
|
Three Months Ended March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Net loss
|
$
|
(14,631
|
)
|
$
|
(9,788
|
)
|
||
|
Adjustments to reconcile net loss to adjusted EBITDA:
|
||||||||
|
Income tax expense (benefit)
|
(1,158
|
)
|
3,155
|
|||||
|
Interest expense – net
|
5,931
|
5,665
|
||||||
|
Depreciation and amortization
|
12,308
|
11,625
|
||||||
|
Sales tax liability(1)
|
237
|
(1,791
|
)
|
|||||
|
Transaction costs(2)
|
792
|
5,709
|
||||||
|
Equity-based compensation(3)
|
4,414
|
10,751
|
||||||
|
Litigation, settlements, and related costs(4)
|
149
|
353
|
||||||
|
Loss on asset disposals(5)
|
59
|
47
|
||||||
|
Change in fair value of derivative asset(6)
|
196
|
350
|
||||||
|
Foreign currency loss (gain) – net(7)
|
956
|
(2,041
|
)
|
|||||
|
Severance compensation(8)
|
233
|
—
|
||||||
|
Change in fair value of Intermediate Warrants(9)
|
—
|
(3,115
|
)
|
|||||
|
Loss on extinguishment of debt(10)
|
—
|
801
|
||||||
|
Adjusted EBITDA
|
$
|
9,486
|
$
|
21,721
|
||||
| (1) |
During the three months ended March 31, 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 months ended March 31, 2026 primarily related to various strategic transactions and investments. Costs in three months ended March 31, 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 granted by us pursuant to our 2021 Incentive Award Plan, as amended, which is not
considered indicative of our core operating performance.
|
| (4) |
Relates to external legal costs, settlement costs, and insurance recoveries, none of which are 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 (the “Intermediate Warrants”), issued in
connection with the 2021 transaction pursuant to which Horizon Acquisition Corporation merged with and into us, which 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.
|