SEAT 8-K
Vivid Seats Inc. (SEAT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On August 5, 2025, Vivid Seats Inc. issued a press release providing financial results for the second quarter ended June 30, 2025, a copy of which is attached as Exhibit 99.1 hereto.
The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Press release issued by Vivid Seats Inc., dated August 5, 2025 |
104 |
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Cover Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vivid Seats Inc. |
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Date: |
August 5, 2025 |
By: |
/s/ Lawrence Fey |
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Lawrence Fey |
Exhibit 99.1
Vivid Seats Reports Second Quarter 2025 Results
Announces $25 Million Cost Reduction Program
CHICAGO, IL – August 5, 2025 – 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, 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 $25 million of annualized cost savings that we expect to fully action by the end of 2025. This cost reduction program will both right-size the organization for the current environment and drive enhanced long-term efficiency to ensure Vivid Seats can offer a leading value proposition to fans and sellers over the long-term. We are taking decisive action to strengthen our foundation for the future.”
Second Quarter 2025 Key Operational and Financial Metrics
"We intend to utilize a portion of the savings generated by our cost reduction program to be more competitive across key levers to stabilize top line as we look to 2026 and beyond,” said Lawrence Fey, Vivid Seats CFO. “We anticipate positive cash flow in the third quarter due to a combination of typical seasonality improvements and a belief that the degree of June’s industry volume softness was atypical.”
Key Business Metrics and Non-U.S. GAAP Financial Measure
We use the following metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe these metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as management.
The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three and six months ended June 30, 2025 and 2024 (in thousands):
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Marketplace GOV(1) |
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$ |
685,488 |
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$ |
998,065 |
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$ |
1,505,847 |
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$ |
2,026,543 |
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Marketplace orders(2) |
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2,173 |
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3,097 |
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4,469 |
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5,974 |
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Resale orders(3) |
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97 |
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101 |
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202 |
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200 |
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Adjusted EBITDA(4) |
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$ |
14,356 |
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$ |
44,178 |
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$ |
36,077 |
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$ |
83,096 |
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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 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. 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.
VIVID SEATS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data) (Unaudited)
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June 30, |
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December 31, |
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2025 |
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2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
153,007 |
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$ |
243,482 |
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Restricted cash |
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979 |
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1,166 |
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Accounts receivable – net |
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49,530 |
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48,315 |
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Inventory – net |
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32,621 |
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19,601 |
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Prepaid expenses and other current assets |
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28,796 |
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32,607 |
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Total current assets |
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264,933 |
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345,171 |
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Property and equipment – net |
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13,401 |
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12,567 |
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Right-of-use assets – net |
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11,396 |
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12,008 |
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Intangible assets – net |
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198,152 |
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233,116 |
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Goodwill – net |
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649,418 |
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943,119 |
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Deferred tax assets – net |
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1,260 |
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77,967 |
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Investments |
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6,674 |
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6,929 |
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Other assets |
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4,034 |
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5,219 |
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Total assets |
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$ |
1,149,268 |
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$ |
1,636,096 |
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Liabilities, redeemable noncontrolling interests, and shareholders' equity |
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Current liabilities: |
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Accounts payable |
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$ |
204,241 |
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$ |
232,984 |
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Accrued expenses and other current liabilities |
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138,912 |
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165,047 |
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Deferred revenue |
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19,977 |
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23,804 |
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Current maturities of long-term debt |
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3,950 |
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3,950 |
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Total current liabilities |
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367,080 |
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425,785 |
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Long-term debt – net |
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384,998 |
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384,960 |
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Long-term lease liabilities |
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17,673 |
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18,731 |
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TRA liability |
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795 |
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155,720 |
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Other liabilities |
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32,563 |
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36,865 |
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Total liabilities |
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803,109 |
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1,022,061 |
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Commitments and contingencies |
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Redeemable noncontrolling interests |
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128,822 |
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352,922 |
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Shareholders' equity: |
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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 |
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14 |
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14 |
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Class B common stock, $0.0001 par value; 250,000,000 shares authorized, 76,225,000 shares issued and outstanding at June 30, 2025 and December 31, 2024 |
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8 |
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8 |
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Additional paid-in capital |
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1,384,399 |
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1,267,710 |
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Treasury stock, at cost, 17,715,581 and 11,433,749 shares at June 30, 2025 and December 31, 2024, respectively |
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(91,705 |
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(75,568 |
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Accumulated deficit |
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(1,075,788 |
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(930,171 |
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Accumulated other comprehensive income (loss) |
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409 |
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(880 |
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Total shareholders' equity |
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217,337 |
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261,113 |
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Total liabilities, redeemable noncontrolling interests, and shareholders' equity |
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$ |
1,149,268 |
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$ |
1,636,096 |
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VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands) (Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues |
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$ |
143,566 |
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$ |
198,316 |
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$ |
307,589 |
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$ |
389,168 |
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Costs and expenses: |
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Cost of revenues (exclusive of depreciation and amortization shown separately below) |
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42,429 |
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48,765 |
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86,954 |
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98,348 |
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Marketing and selling |
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53,800 |
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70,114 |
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117,912 |
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137,861 |
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General and administrative |
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46,272 |
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61,053 |
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94,354 |
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103,420 |
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Depreciation and amortization |
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12,341 |
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10,502 |
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23,966 |
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20,985 |
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Impairment charges |
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320,449 |
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— |
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320,449 |
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— |
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Total costs and expenses |
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475,291 |
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190,434 |
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643,635 |
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360,614 |
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Income (loss) from operations |
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(331,725 |
) |
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7,882 |
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(336,046 |
) |
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28,554 |
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Interest expense – net |
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5,634 |
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5,324 |
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11,299 |
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10,406 |
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Other expense (income) – net |
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(150,197 |
) |
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3,202 |
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(154,351 |
) |
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5,784 |
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Loss on extinguishment of debt |
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— |
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— |
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|
801 |
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— |
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Income (loss) before income taxes |
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(187,162 |
) |
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(644 |
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(193,795 |
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12,364 |
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Income tax expense |
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76,165 |
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|
577 |
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79,320 |
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2,846 |
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Net income (loss) |
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(263,327 |
) |
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(1,221 |
) |
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(273,115 |
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9,518 |
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Net income (loss) attributable to redeemable noncontrolling interests |
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(123,652 |
) |
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(160 |
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(127,498 |
) |
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4,505 |
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Net income (loss) attributable to Class A common stockholders |
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$ |
(139,675 |
) |
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$ |
(1,061 |
) |
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$ |
(145,617 |
) |
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$ |
5,013 |
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VIVID SEATS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
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Six Months Ended June 30, |
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2025 |
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2024 |
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Cash flows from operating activities |
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Net income (loss) |
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$ |
(273,115 |
) |
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$ |
9,518 |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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23,966 |
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20,985 |
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Amortization of leases |
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720 |
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843 |
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Amortization of deferred financing costs |
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485 |
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453 |
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Equity-based compensation |
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22,403 |
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27,600 |
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Change in fair value of Intermediate Warrants |
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(4,849 |
) |
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(1,761 |
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Loss on asset disposals |
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196 |
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122 |
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Change in fair value of derivative asset |
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573 |
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81 |
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Deferred income tax expense |
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76,707 |
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|
156 |
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Non-cash interest expense (income) – net |
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334 |
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(291 |
) |
Foreign currency loss (gain) – net |
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(3,574 |
) |
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|
5,798 |
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Loss on extinguishment of debt |
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|
801 |
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— |
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Adjustment of liabilities under TRA |
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(149,172 |
) |
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— |
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Impairment charges |
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320,449 |
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— |
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Write-off of 2024 Sponsorship Loan |
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|
2,024 |
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— |
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Changes in operating assets and liabilities: |
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Accounts receivable – net |
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(906 |
) |
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(10,644 |
) |
Inventory – net |
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|
(13,018 |
) |
|
|
(9,245 |
) |
Prepaid expenses and other current assets |
|
|
3,613 |
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|
|
2,541 |
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Accounts payable |
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|
(29,394 |
) |
|
|
10,084 |
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Accrued expenses and other current liabilities |
|
|
(28,104 |
) |
|
|
(25,803 |
) |
Deferred revenue |
|
|
(3,826 |
) |
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|
(4,505 |
) |
Long-term lease liabilities |
|
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(1,085 |
) |
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— |
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Other assets and liabilities – net |
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|
864 |
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|
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(573 |
) |
Net cash provided by (used in) operating activities |
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(53,908 |
) |
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|
25,359 |
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Cash flows from investing activities |
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Purchases of property and equipment |
|
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(2,043 |
) |
|
|
(378 |
) |
Purchases of personal seat licenses |
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|
(960 |
) |
|
|
(737 |
) |
Investments in developed technology |
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|
(8,341 |
) |
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(9,433 |
) |
Purchases of seat images |
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(321 |
) |
|
|
— |
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Net cash used in investing activities |
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|
(11,665 |
) |
|
|
(10,548 |
) |
Cash flows from financing activities |
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Payments of 2022 First Lien Loan |
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|
— |
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|
|
(689 |
) |
Payments of Shoko Chukin Bank Loan |
|
|
— |
|
|
|
(2,655 |
) |
Proceeds from 2024 First Lien Loan |
|
|
— |
|
|
|
125,500 |
|
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 Loan |
|
|
76,986 |
|
|
|
— |
|
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 cash |
|
|
354 |
|
|
|
(1,536 |
) |
Net increase (decrease) in cash, cash equivalents, and restricted cash |
|
|
(90,662 |
) |
|
|
107,991 |
|
Cash, cash equivalents, and restricted cash – beginning of period |
|
|
244,648 |
|
|
|
132,434 |
|
Cash, cash equivalents, and restricted cash – end of period |
|
$ |
153,986 |
|
|
$ |
240,425 |
|
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
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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 June 30, 2025 and 2024 (in thousands):
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|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
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|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
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Net income (loss) |
|
$ |
(263,327 |
) |
|
$ |
(1,221 |
) |
|
$ |
(273,115 |
) |
|
$ |
9,518 |
|
Adjustments to reconcile net income (loss) to adjusted EBITDA: |
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|
|
|
|
|
|
|
|
|
|
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Income tax expense |
|
|
76,165 |
|
|
|
577 |
|
|
|
79,320 |
|
|
|
2,846 |
|
Interest expense – net |
|
|
5,634 |
|
|
|
5,324 |
|
|
|
11,299 |
|
|
|
10,406 |
|
Depreciation and amortization |
|
|
12,341 |
|
|
|
10,502 |
|
|
|
23,966 |
|
|
|
20,985 |
|
Sales tax liability(1) |
|
|
431 |
|
|
|
4,819 |
|
|
|
(1,360 |
) |
|
|
2,088 |
|
Transaction costs(2) |
|
|
2,172 |
|
|
|
3,507 |
|
|
|
7,881 |
|
|
|
5,406 |
|
Equity-based compensation(3) |
|
|
11,652 |
|
|
|
19,112 |
|
|
|
22,403 |
|
|
|
27,600 |
|
Litigation, settlements, and related costs(4) |
|
|
352 |
|
|
|
4 |
|
|
|
705 |
|
|
|
7 |
|
Change in fair value of warrants(5) |
|
|
(1,734 |
) |
|
|
(1,301 |
) |
|
|
(4,849 |
) |
|
|
(1,761 |
) |
Loss on asset disposals(6) |
|
|
149 |
|
|
|
20 |
|
|
|
196 |
|
|
|
122 |
|
Change in fair value of derivative asset(7) |
|
|
223 |
|
|
|
43 |
|
|
|
573 |
|
|
|
81 |
|
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) |
|
|
320,449 |
|
|
|
— |
|
|
|
320,449 |
|
|
|
— |
|
Severance compensation(12) |
|
|
554 |
|
|
|
— |
|
|
|
554 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
14,356 |
|
|
$ |
44,178 |
|
|
$ |
36,077 |
|
|
$ |
83,096 |
|