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Vivid Seats Reports Second Quarter 2025 Results

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Vivid Seats (NASDAQ: SEAT) reported challenging Q2 2025 results, with significant year-over-year declines across key metrics. The company's Marketplace GOV fell 31% to $685.5 million, while revenues decreased 28% to $143.6 million. The company recorded a substantial net loss of $263.3 million, compared to a $1.2 million loss in Q2 2024.

In response to industry headwinds and competitive pressures, Vivid Seats announced a $25 million annualized cost reduction program to be implemented by end of 2025. The company also disclosed plans for a 1-for-20 reverse stock split of its Class A and Class B common stock, effective August 5, 2025.

Management cited challenging industry conditions, including pressure on consumer spending and intense competition in performance marketing channels. The company has suspended providing financial guidance for 2025 but expects positive cash flow in Q3 2025.

Vivid Seats (NASDAQ: SEAT) ha riportato risultati difficili nel secondo trimestre del 2025, con cali significativi anno su anno in metriche chiave. Il Marketplace GOV è sceso del 31% a 685,5 milioni di dollari, mentre i ricavi sono diminuiti del 28% a 143,6 milioni di dollari. L'azienda ha registrato una consistente perdita netta di 263,3 milioni di dollari, rispetto a una perdita di 1,2 milioni di dollari nel Q2 2024.

In risposta alle difficoltà del settore e alla pressione competitiva, Vivid Seats ha annunciato un programma di riduzione dei costi annualizzato di 25 milioni di dollari da attuare entro la fine del 2025. L'azienda ha inoltre comunicato l'intenzione di effettuare un split azionario inverso 1-per-20 delle azioni ordinarie di classe A e B, con effetto dal 5 agosto 2025.

La direzione ha citato condizioni di mercato difficili, inclusa la pressione sulla spesa dei consumatori e una forte competizione nei canali di marketing performativo. L'azienda ha sospeso la pubblicazione delle previsioni finanziarie per il 2025, ma prevede un flusso di cassa positivo nel terzo trimestre del 2025.

Vivid Seats (NASDAQ: SEAT) reportó resultados difíciles en el segundo trimestre de 2025, con caídas significativas interanuales en métricas clave. El Marketplace GOV cayó un 31% hasta 685,5 millones de dólares, mientras que los ingresos disminuyeron un 28% hasta 143,6 millones de dólares. La compañía registró una considerable pérdida neta de 263,3 millones de dólares, en comparación con una pérdida de 1,2 millones en el Q2 de 2024.

En respuesta a los vientos en contra de la industria y la presión competitiva, Vivid Seats anunció un programa de reducción de costos anualizado de 25 millones de dólares que se implementará antes de finales de 2025. La empresa también reveló planes para un split inverso de acciones 1 por 20 de sus acciones comunes Clase A y Clase B, efectivo a partir del 5 de agosto de 2025.

La dirección mencionó condiciones difíciles en la industria, incluyendo presión en el gasto del consumidor y una intensa competencia en los canales de marketing de rendimiento. La compañía ha suspendido la provisión de guía financiera para 2025, pero espera flujo de caja positivo en el tercer trimestre de 2025.

Vivid Seats (NASDAQ: SEAT)� 2025� 2분기� 주요 지� 전반에서 전년 대� � 하락세를 보이� 어려� 실적� 보고했습니다. 회사� Marketplace GOV� 31% 감소� 6� 8,550� 달러옶�, 매출은 28% 감소� 1� 4,360� 달러� 기록했습니다. 2024� 2분기 120� 달러 손실� 비교� 2� 6,330� 달러� 대규모 순손�� 기록했습니다.

산업 역풍� 경쟁 압력� 대응하� Vivid Seats� 2025� 말까지 시행� 연간 2,500� 달러 비용 절감 프로그램� 발표했습니다. 또한 2025� 8� 5일부� 발효되는 클래� A � 클래� B 보통� 1대 20 액면병합 계획� 공개했습니다.

경영진은 소비� 지� 압박� 성과 마케� 채널� 치열� 경쟁 � 어려� 산업 환경� 언급했습니다. 회사� 2025� 재무 가이던� 제공� 중단했으� 2025� 3분기에는 긍정적인 현금 흐름� 기대하고 있습니다.

Vivid Seats (NASDAQ : SEAT) a annoncé des résultats difficiles pour le deuxième trimestre 2025, avec des baisses significatives en glissement annuel sur les indicateurs clés. Le Marketplace GOV a chuté de 31 % à 685,5 millions de dollars, tandis que les revenus ont diminué de 28 % à 143,6 millions de dollars. La société a enregistré une perte nette importante de 263,3 millions de dollars, contre une perte de 1,2 million de dollars au T2 2024.

En réponse aux vents contraires du secteur et à la pression concurrentielle, Vivid Seats a annoncé un programme de réduction des coûts annualisé de 25 millions de dollars à mettre en œuvre d’ici fin 2025. La société a également dévoilé son projet de regroupement d’actions inversé au ratio de 1 pour 20 de ses actions ordinaires de classes A et B, effectif à partir du 5 août 2025.

La direction a évoqué des conditions sectorielles difficiles, notamment une pression sur les dépenses des consommateurs et une concurrence intense dans les canaux de marketing de performance. La société a suspendu la publication de ses prévisions financières pour 2025, mais prévoit un flux de trésorerie positif au troisième trimestre 2025.

Vivid Seats (NASDAQ: SEAT) meldete herausfordernde Ergebnisse für das 2. Quartal 2025 mit erheblichen Rückgängen im Jahresvergleich bei wichtigen Kennzahlen. Der Marketplace GOV sank um 31 % auf 685,5 Millionen US-Dollar, während die Umsätze um 28 % auf 143,6 Millionen US-Dollar zurückgingen. Das Unternehmen verzeichnete einen erheblichen Nettoverlust von 263,3 Millionen US-Dollar, verglichen mit einem Verlust von 1,2 Millionen US-Dollar im 2. Quartal 2024.

Als Reaktion auf Branchengegenwind und Wettbewerbsdruck kündigte Vivid Seats ein jährliches Kostensenkungsprogramm in Höhe von 25 Millionen US-Dollar an, das bis Ende 2025 umgesetzt werden soll. Zudem gab das Unternehmen Pläne für einen Aktienzusammenlegung im Verhältnis 1 zu 20 seiner Stammaktien der Klassen A und B bekannt, mit Wirkung zum 5. August 2025.

Das Management verwies auf herausfordernde Branchenbedingungen, darunter Druck auf die Verbraucherausgaben und starken Wettbewerb in Performance-Marketing-Kanälen. Das Unternehmen hat die Finanzprognose für 2025 ausgesetzt, erwartet jedoch einen positiven Cashflow im 3. Quartal 2025.

Positive
  • Announced $25 million cost reduction program to improve operational efficiency
  • Expects positive cash flow in Q3 2025
  • Resale orders remained stable at 97 vs. 101 in Q2 2024
  • Event cancellations decreased to 47,845 from 52,392 year-over-year
Negative
  • Marketplace GOV declined 31% year-over-year to $685.5 million
  • Revenue dropped 28% to $143.6 million
  • Net loss increased significantly to $263.3 million from $1.2 million in Q2 2024
  • Adjusted EBITDA fell 67% to $14.4 million from $44.2 million
  • Marketplace orders decreased 30% to 2,173 from 3,097
  • Suspended financial guidance for 2025
  • Implementing 1-for-20 reverse stock split, indicating potential share price concerns

Insights

Vivid Seats faces severe deterioration in financial performance, with a substantial quarterly loss and significant revenue decline despite announcing cost-cutting measures.

Vivid Seats' Q2 2025 results reveal substantial business deterioration across all key metrics. The company reported a $263.3 million net loss compared to just a $1.2 million loss in Q2 2024—a staggering 21,941% deterioration. This massive loss accompanies a 31% year-over-year decline in Marketplace GOV to $685.5 million and a 28% revenue drop to $143.6 million.

The company's Adjusted EBITDA plummeted by 67.4% to $14.4 million, indicating severe pressure on profitability. Order volume metrics reinforce this negative trend, with Marketplace orders falling 29.8% from 3,097 to 2,173 thousand.

Management has announced a $25 million cost reduction program to be fully implemented by year-end, which appears to be a necessary defensive measure given the company's financial trajectory. However, management's statement about using "a portion of the savings" to "be more competitive across key levers" suggests the cost cuts won't fully flow to the bottom line, raising questions about the net financial benefit.

Particularly concerning is management's withdrawal of full-year guidance for 2025, a sign of limited visibility and continued uncertainty. The planned 1-for-20 reverse stock split effective August 5 is typically a negative signal, as companies often implement such splits to maintain listing requirements or improve share price optics after significant declines.

While management cites "challenging industry backdrop" and "pressure on consumer spending" as key factors, the 31% decline in transaction volume significantly exceeds typical recessionary impacts on discretionary spending, suggesting potential market share losses to competitors or structural issues with Vivid Seats' business model.

Announces $25 Million Cost Reduction Program

CHICAGO, Aug. 05, 2025 (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 June30, 2025.

“We continued to navigate a challenging industry backdrop in the second quarter as we saw pressure on consumer spending coupled with continued competitive intensity in performance marketing channels,� said Stan Chia, Vivid Seats CEO. “Industry monthly volume trends have been unpredictable while competitive intensity persists near peak levels. While near-term growth is under pressure, we continue to view live events as an attractive long-term opportunity with durable supply and demand tailwinds. We have identified $25 million of annualized cost savings that we expect to fully action by the end of 2025. This cost reduction program will both right-size the organization for the current environment and drive enhanced long-term efficiency to ensure Vivid Seats can offer a leading value proposition to fans and sellers over the long-term. We are taking decisive action to strengthen our foundation for the future.�

Second Quarter 2025 Key Operational and Financial Metrics

  • Marketplace GOV of $685.5 million � down 31% from $998.1 million in Q2 2024
  • Revenues of $143.6 million � down 28% from $198.3 million in Q2 2024
  • Net loss of $263.3 million � down $262.1 million from net loss of $1.2 million in Q2 2024
  • Adjusted EBITDA of $14.4 million � down $29.8 million from $44.2 million in Q2 2024

“We intend to utilize a portion of the savings generated by our cost reduction program to be more competitive across key levers to stabilize top line as we look to 2026 and beyond,� said Lawrence Fey, Vivid Seats CFO. “We anticipate positive cash flow in the third quarter due to a combination of typical seasonality improvements and a belief that the degree of June’s industry volume softness was atypical.”�

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

We use the following metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe these metrics provide useful information 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 June30, 2025 and 2024 (in thousands):

Three Months Ended June30,Six Months Ended June30,
2025202420252024
Marketplace GOV(1)$685,488$998,065$1,505,847$2,026,543
Marketplace orders(2)2,1733,0974,4695,974
Resale orders(3)97101202200
Adjusted EBITDA(4)$14,356$44,178$36,077$83,096
(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 June30, 2025, event cancellations negatively impacted our Marketplace GOV by $20.3 million and $35.8 million, respectively, compared to $21.2 million and $39.4 million during the three and six months ended June30, 2024, 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 June30, 2025, our Marketplace segment experienced 47,845 and 90,198 event cancellations, respectively, compared to 52,392 and 102,441 event cancellations during the three and six months ended June30, 2024, 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 June30, 2025, our Resale segment experienced 1,276 and 2,161 event cancellations, respectively, compared to 1,211 and 2,083 event cancellations during the three and six months ended June30, 2024, respectively.
(4)Adjusted EBITDA is a non-U.S. GAAP financial measure that we believe provides useful information to investors and others in understanding and evaluating our operating results and serves as a useful measure for making period-to-period comparisons of our business performance. See the “Adjusted EBITDA� section below for more information, including a reconciliation of adjusted EBITDA to net income (loss), its most directly comparable U.S. GAAP financial measure.

2025 Financial Outlook

Vivid Seats is not providing guidance for the year ending December 31, 2025 at this time.

Reverse Stock Split

As previously announced, our Board of Directors and stockholders have approved a 1-for-20 reverse stock split of our Class A and Class B common stock, effective at 5:00 p.m. Eastern Time today. Our Class A common stock will begin trading on the Nasdaq Global Select Market on a split-adjusted basis under the existing ticker symbol “SEAT� when the market opens on August 6, 2025.

Webcast Details

Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the second quarter 2025 financial results and business updates. Participants may access the live webcast and supplemental earnings presentation on the events page of the Vivid Seats Investor Relations website at .

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. 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. 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 which predict or indicate future events and trends or which do not relate to historical matters, are intended to identify such forward-looking statements. The forward-looking statements in this press release relate to, without limitation: our future operating results and financial position; our expectations with respect to live event industry growth, concert supply, and our TAM and competitive positioning; our business strategy; the expected savings under our cost reduction program; and the plans and objectives of management for future operations. 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 are 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 and/or raise additional capital when necessary or desirable; the supply and demand of live concert, sporting, and theater events; the impact of adverse economic conditions and other factors affecting discretionary consumer and corporate spending; our ability to maintain and develop our relationships with ticket buyers, sellers, and partners; our ability to compete in the ticketing industry; our ability to continue to maintain and improve our platform and to successfully develop new and improved solutions and enhancements; the impact of extraordinary events, including disease epidemics; our ability to identify suitable acquisition targets, to complete planned acquisitions, and to realize the expected benefits of completed acquisitions and other strategic investments; our ability to comply with applicable laws and regulations; 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 achieve the anticipated benefits of the reverse stock split of our common stock and/or our cost reduction program; 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, subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Investors
Kate Africk

Media
Julia Young

VIVID SEATS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data) (Unaudited)
June30,
2025

December31,
2024

Assets
Current assets:
Cash and cash equivalents$153,007$243,482
Restricted cash9791,166
Accounts receivable � net49,53048,315
Inventory � net32,62119,601
Prepaid expenses and other current assets28,79632,607
Total current assets264,933345,171
Property and equipment � net13,40112,567
Right-of-use assets � net11,39612,008
Intangible assets � net198,152233,116
Goodwill � net649,418943,119
Deferred tax assets � net1,26077,967
Investments6,6746,929
Other assets4,0345,219
Total assets$1,149,268$1,636,096
Liabilities, redeemable noncontrolling interests, and shareholders' equity
Current liabilities:
Accounts payable$204,241$232,984
Accrued expenses and other current liabilities138,912165,047
Deferred revenue19,97723,804
Current maturities of long-term debt3,9503,950
Total current liabilities367,080425,785
Long-term debt � net384,998384,960
Long-term lease liabilities17,67318,731
TRA liability795155,720
Other liabilities32,56336,865
Total liabilities803,1091,022,061
Commitments and contingencies
Redeemable noncontrolling interests128,822352,922
Shareholders' equity:
Class A common stock, $0.0001 par value; 500,000,000 shares authorized, 148,060,865 and 143,819,497 shares
issued and outstanding at June 30, 2025 and December 31, 2024, respectively
1414
Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 76,225,000 shares issued and
outstanding at June 30, 2025 and December 31, 2024
88
Additional paid-in capital1,384,3991,267,710
Treasury stock, at cost, 17,715,581 and 11,433,749 shares at June 30, 2025 and December 31, 2024, respectively(91,705)(75,568)
Accumulated deficit(1,075,788)(930,171)
Accumulated other comprehensive income (loss)409(880)
Total shareholders' equity217,337261,113
Total liabilities, redeemable noncontrolling interests, and shareholders' equity$1,149,268$1,636,096


VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands) (Unaudited)
Three Months Ended June30,
Six Months Ended June30,
2025
2024
2025
2024
Revenues$143,566$198,316$307,589$389,168
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)42,42948,76586,95498,348
Marketing and selling53,80070,114117,912137,861
General and administrative46,27261,05394,354103,420
Depreciation and amortization12,34110,50223,96620,985
Impairment charges320,449320,449
Total costs and expenses475,291190,434643,635360,614
Income (loss) from operations(331,725)7,882(336,046)28,554
Interest expense � net5,6345,32411,29910,406
Other expense (income) � net(150,197)3,202(154,351)5,784
Loss on extinguishment of debt801
Income (loss) before income taxes(187,162)(644)(193,795)12,364
Income tax expense76,16557779,3202,846
Net income (loss)(263,327)(1,221)(273,115)9,518
Net income (loss) attributable to redeemable noncontrolling interests(123,652)(160)(127,498)4,505
Net income (loss) attributable to Class A common stockholders$(139,675)$(1,061)$(145,617)$5,013


VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
Six Months Ended June30,
2025
2024
Cash flows from operating activities
Net income (loss)$(273,115)$9,518
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization23,96620,985
Amortization of leases720843
Amortization of deferred financing costs485453
Equity-based compensation22,40327,600
Change in fair value of Intermediate Warrants(4,849)(1,761)
Loss on asset disposals196122
Change in fair value of derivative asset57381
Deferred income tax expense76,707156
Non-cash interest expense (income) � net334(291)
Foreign currency loss (gain) � net(3,574)5,798
Loss on extinguishment of debt801
Adjustment of liabilities under TRA(149,172)
Impairment charges320,449
Write-off of 2024 Sponsorship Loan2,024
Changes in operating assets and liabilities:
Accounts receivable � net(906)(10,644)
Inventory � net(13,018)(9,245)
Prepaid expenses and other current assets3,6132,541
Accounts payable(29,394)10,084
Accrued expenses and other current liabilities(28,104)(25,803)
Deferred revenue(3,826)(4,505)
Long-term lease liabilities(1,085)
Other assets and liabilities � net864(573)
Net cash provided by (used in) operating activities(53,908)25,359
Cash flows from investing activities
Purchases of property and equipment(2,043)(378)
Purchases of personal seat licenses(960)(737)
Investments in developed technology(8,341)(9,433)
Purchases of seat images(321)
Net cash used in investing activities(11,665)(10,548)
Cash flows from financing activities
Payments of 2022 First Lien Loan(689)
Payments of Shoko Chukin Bank Loan(2,655)
Proceeds from 2024 First Lien Loan125,500
Repurchases of Class A common stock(15,862)(20,069)
Payments of taxes related to net settlement of equity incentive awards(1,742)(565)
Tax distributions to redeemable noncontrolling interests(1,689)(6,414)
Payments of liabilities under TRA(4,005)(77)
Payments of deferred financing costs and other debt-related expenses(162)(315)
Payments of 2024 First Lien Loan(76,986)
Proceeds from 2025 First Lien Loan76,986
Payments of 2025 First Lien Loan(983)
Payments toward Acquired Domain Name Obligation(1,000)
Net cash provided by (used in) financing activities(25,443)94,716
Effect of exchange rate changes on cash, cash equivalents, and restricted cash354(1,536)
Net increase (decrease) in cash, cash equivalents, and restricted cash(90,662)107,991
Cash, cash equivalents, and restricted cash � beginning of period244,648132,434
Cash, cash equivalents, and restricted cash � end of period$153,986$240,425
Supplemental disclosures of cash flow information
Cash paid for interest$14,883$16,108
Cash paid for income taxes$1,953$3,285

Adjusted EBITDA

We present adjusted EBITDA, which is a non-U.S. GAAP financial measure, because it is a key measure used by analysts, 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 a useful measure 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, interest expense � net, depreciation and amortization, sales tax liabilities, transaction costs, equity-based compensation, litigation, settlements, and related costs, change in fair value of warrants, loss on asset disposals, change in fair value of derivative asset, foreign currency loss (gain) � net, loss on extinguishment of debt, adjustment of liabilities under our Tax Receivable Agreement, impairment charges, and severance compensation. In addition, other companies may calculate adjusted EBITDA differently than we do, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts that are excluded from our presentation of adjusted EBITDA.

The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure, for the three and six months ended June30, 2025 and 2024 (in thousands):

Three Months Ended June30,
Six Months Ended June30,
2025
2024
2025
2024
Net income (loss)
$(263,327)$(1,221)$(273,115)$9,518
Adjustments to reconcile net income (loss) to adjusted EBITDA:
Income tax expense76,16557779,3202,846
Interest expense � net5,6345,32411,29910,406
Depreciation and amortization12,34110,50223,96620,985
Sales tax liability(1)4314,819(1,360)2,088
Transaction costs(2)2,1723,5077,8815,406
Equity-based compensation(3)11,65219,11222,40327,600
Litigation, settlements, and related costs(4)35247057
Change in fair value of warrants(5)(1,734)(1,301)(4,849)(1,761)
Loss on asset disposals(6)14920196122
Change in fair value of derivative asset(7)2234357381
Foreign currency loss (gain) � net(8)(1,533)2,792(3,574)5,798
Loss on extinguishment of debt(9)801
Adjustment of liabilities under TRA(10)(149,172)(149,172)
Impairment charges(11)320,449320,449
Severance compensation(12)554554
Adjusted EBITDA$14,356$44,178$36,077$83,096
(1)During the periods presented, we accrued for additional uncollected indirect tax liabilities in jurisdictions where we expect to remit payment to U.S. and foreign governmental tax authorities before all required amounts are collected from the customer. We also received abatements and recognized other reductions to the balance of the liability related to uncollected indirect taxes (including sales taxes).
(2)Consists of: (i) legal, accounting, tax, and other professional fees; (ii) personnel costs related to retention bonuses; (iii) integration costs; and (iv) other transaction-related expenses, none of which are considered indicative of our core operating performance. Costs in the three and six months ended June30, 2025 primarily related to potential strategic transactions that were explored during the period, the refinancing of our first lien loan, repurchases of our Class A common stock, and various strategic investments. Costs in the three and six months ended June30, 2024 primarily related to the refinancing of our first lien loan, repurchases of our Class A common stock, acquisitions, and various strategic investments.
(3)Costs in the three and six months ended June30, 2025 primarily related to equity granted pursuant to our 2021 Incentive Award Plan (as amended, the �2021 Plan�), which is not considered indicative of our core operating performance. Costs in the three and six months ended June30, 2024 primarily related to equity granted pursuant to the 2021 Plan and profits interests issued prior to the October 2021 transaction pursuant to which Horizon Acquisition Corporation merged with and into us (the “Merger Transaction�), neither of which are considered indicative of our core operating performance.
(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 the revaluation of warrants to purchase common units of Hoya Intermediate, LLC held by Hoya Topco, LLC following the Merger Transaction, which is not considered indicative of our core operating performance.
(6)Relates to disposals of fixed assets, which are not considered indicative of our core operating performance.
(7)Relates to the revaluation of derivatives recorded at fair value, which is not considered indicative of our core operating performance.
(8)Relates to net losses (gains) resulting from the impact of exchange rate changes on transactions denominated in non-functional currencies, which are not considered indicative of our core operating performance.
(9)Relates to losses incurred during the six months ended June30, 2025 in connection with the extinguishment of our former first lien term loan, which are not considered indicative of our core operating performance.
(10)Relates to the remeasurement of the Tax Receivable Agreement liability, which is not considered indicative of our core operating performance.
(11)Relates to non-cash impairment charges related to our goodwill and certain indefinite-lived intangible assets triggered by the effects of recent declines in our financial performance, near-term outlook and Class A common stock price, among other factors, during the three and six months ended June30, 2025.
(12)Relates to severance-related payments paid to terminated employees as a result of a reduction in employee headcount during the three and six months ended June30, 2025. The reduction was part of our strategic cost reduction program and is not considered indicative of our core operating performance.

FAQ

What were Vivid Seats (SEAT) Q2 2025 earnings results?

Vivid Seats reported revenue of $143.6 million (down 28% YoY), a net loss of $263.3 million, and Adjusted EBITDA of $14.4 million (down from $44.2 million).

How much is Vivid Seats' cost reduction program worth and when will it be implemented?

Vivid Seats announced a $25 million annualized cost reduction program that will be fully implemented by the end of 2025.

What is the ratio of Vivid Seats' reverse stock split and when does it take effect?

Vivid Seats implemented a 1-for-20 reverse stock split of its Class A and Class B common stock, effective August 5, 2025, with split-adjusted trading beginning August 6, 2025.

How much did Vivid Seats' Marketplace GOV decline in Q2 2025?

Vivid Seats' Marketplace GOV declined 31% year-over-year to $685.5 million from $998.1 million in Q2 2024.

Why did Vivid Seats perform poorly in Q2 2025?

Vivid Seats cited pressure on consumer spending, intense competition in performance marketing channels, and unpredictable industry monthly volume trends as key factors affecting performance.
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