NOTE 5—7—EQUITY
The following table shows the reconciliation of the carrying amount of stockholders’ equity attributable to Live Nation, equity attributable to noncontrolling interests, total equity and also redeemable noncontrolling interests for the nine months ended September 30, 2017:
|
| | | | | | | | | | | | | | | |
| Live Nation Stockholders’ Equity | | Noncontrolling Interests | | Total Equity | | Redeemable Noncontrolling Interests |
| (in thousands) | | (in thousands) |
Balance at December 31, 2016 | $ | 1,126,016 |
| | $ | 223,500 |
| | $ | 1,349,516 |
| | $ | 347,068 |
|
Non-cash compensation expense | 23,921 |
| | — |
| | 23,921 |
| | — |
|
Common stock issued under stock plans, net of shares withheld for employee taxes | (5,329 | ) | | — |
| | (5,329 | ) | | — |
|
Exercise of stock options | 44,746 |
| | — |
| | 44,746 |
| | — |
|
Acquisitions | — |
| | 6,036 |
| | 6,036 |
| | (1,985 | ) |
Purchases of noncontrolling interests | (1,402 | ) | | (1,594 | ) | | (2,996 | ) | | (1,329 | ) |
Redeemable noncontrolling interests fair value adjustments | (52,811 | ) | | — |
| | (52,811 | ) | | 52,811 |
|
Contributions received | — |
| | 7,971 |
| | 7,971 |
| | — |
|
Cash distributions | — |
| | (8,226 | ) | | (8,226 | ) | | (14,222 | ) |
Other | 114 |
| | 477 |
| | 591 |
| | (1,339 | ) |
Comprehensive income (loss): | | | | |
| | |
Net income (loss) | 184,878 |
| | 7,404 |
| | 192,282 |
| | (10,727 | ) |
Foreign currency translation adjustments | 58,761 |
| | — |
| | 58,761 |
| |
|
|
Other | 80 |
| | — |
| | 80 |
| | — |
|
Balance at September 30, 2017 | $ | 1,378,974 |
| | $ | 235,568 |
| | $ | 1,614,542 |
| | $ | 370,277 |
|
Accumulated Other Comprehensive LossIncome (Loss)
The following table presents changes in the components of AOCI, net of taxes, for the nine months ended September 30, 2017:
|
| | | | | | | | | | | |
| Foreign Currency Items | | Other | | Total |
| (in thousands) |
Balance at December 31, 2016 | $ | (176,246 | ) | | $ | (461 | ) | | $ | (176,707 | ) |
Other comprehensive income before reclassifications | 58,761 |
| | 80 |
| | 58,841 |
|
Net other comprehensive income | 58,761 |
| | 80 |
| | 58,841 |
|
Balance at September 30, 2017 | $ | (117,485 | ) | | $ | (381 | ) | | $ | (117,866 | ) |
2022: | | | | | | | | | | | | | | | | | |
| Cash Flow Hedge | | Foreign Currency Items | | Total |
| (in thousands) |
Balance at December 31, 2021 | $ | (8,558) | | | $ | (139,406) | | | $ | (147,964) | |
Other comprehensive income before reclassifications | 50,178 | | | (58,731) | | | (8,553) | |
Amount reclassified from AOCI | 2,634 | | | — | | | 2,634 | |
Net other comprehensive income | 52,812 | | | (58,731) | | | (5,919) | |
Balance at September 30, 2022 | $ | 44,254 | | | $ | (198,137) | | | $ | (153,883) | |
Earnings Per Share
Basic net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted net income (loss) per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted and deferred stock awards and the assumed conversion of theour convertible senior notes, where dilutive.
The following table sets forth the computation of weighted average common shares outstanding:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Weighted average common shares—basic | 225,761,777 | | | 216,888,355 | | | 224,123,130 | | | 215,716,239 | |
Effect of dilutive securities: | | | | | | | |
Stock options and restricted stock | 6,060,991 | | | 6,912,045 | | | 7,409,515 | | | — | |
Convertible senior notes | 11,864,035 | | | — | | | 8,085,275 | | | — | |
Weighted average common shares—diluted | 243,686,803 | | | 223,800,400 | | | 239,617,920 | | | 215,716,239 | |
|
| | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2017 | | 2016 | | 2017 | | 2016 |
Weighted average common shares—basic | 205,287,843 |
| | 202,118,412 |
| | 204,574,742 |
| | 201,904,305 |
|
Effect of dilutive securities: | | | | | | | |
Stock options and restricted stock | 9,914,361 |
| | 7,641,823 |
| | 9,311,710 |
| | 6,951,096 |
|
Convertible senior notes | 7,929,982 |
| | 7,929,982 |
| | — |
| | — |
|
Weighted average common shares—diluted | 223,132,186 |
| | 217,690,217 |
| | 213,886,452 |
| | 208,855,401 |
|
The following table shows securities excluded from the calculation of diluted net income (loss) per common share because such securities are anti-dilutive:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Options to purchase shares of common stock | 3,750 | | | 3,750 | | | 3,750 | | | 7,727,064 | |
Restricted stock and deferred stock—unvested | 1,340,319 | | | 91,275 | | | 1,260,701 | | | 3,207,115 | |
| | | | | | | |
Conversion shares related to the convertible senior notes | — | | | 11,864,035 | | | 3,778,760 | | | 11,864,035 | |
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding | 1,344,069 | | | 11,959,060 | | | 5,043,211 | | | 22,798,214 | |
Restricted Stock
On July 1, 2022, we granted 1.1 million shares of market-based awards with a fair value of $75.3 million, which will vest and be settled in restricted common stock under the Company’s stock incentive plan upon attainment of certain stock price targets during the performance period. The actual number of shares of restricted common stock earned will vest within three years if the market criteria are met.
|
| | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2017 | | 2016 | | 2017 | | 2016 |
Options to purchase shares of common stock | 8,000 |
| | 1,726,732 |
| | 810,796 |
| | 5,309,138 |
|
Restricted stock awards—unvested | 196,484 |
| | 316,810 |
| | 219,084 |
| | 319,310 |
|
Conversion shares related to the convertible senior notes | — |
| | — |
| | 7,929,982 |
| | 7,929,982 |
|
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding | 204,484 |
| | 2,043,542 |
| | 8,959,862 |
| | 13,558,430 |
|
NOTE 6—8—REVENUE RECOGNITION
The global COVID-19 pandemic significantly impacted revenue for our Concerts, Ticketing and Sponsorship & Advertising segments for the nine months ended September 30, 2021. As we moved into 2022, more of our larger markets resumed shows and beginning in the second quarter of 2022, almost all markets had re-opened without restrictions, and we began to see the easing of restrictions in our Asia Pacific markets.
Concerts
Concerts revenue, including intersegment revenue, for the three and nine months ended September 30, 2022 and 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in thousands) |
Total Concerts Revenue | $ | 5,292,594 | | | $ | 2,151,596 | | | $ | 10,098,180 | | | $ | 2,677,970 | |
Percentage of consolidated revenue | 86.0 | % | | 79.7 | % | | 81.5 | % | | 75.1 | % |
Our Concerts segment generates revenue from the promotion or production of live music events and festivals in our owned or operated venues and in rented third-party venues, artist management commissions and the sale of merchandise for music artists at events. As a promoter and venue operator, we earn revenue primarily from the sale of tickets, concessions, merchandise, parking, ticket rebates or service charges on tickets sold by Ticketmaster or third-party ticketing agreements, and rental of our owned or operated venues. As an artist manager, we earn commissions on the earnings of the artists and other clients we represent, primarily derived from clients’ earnings for concert tours. Over 95% of Concerts’ revenue, whether related to promotion, venue operations, artist management or artist event merchandising, is recognized on the day of the related event. The majority of consideration for our Concerts segment is collected in advance of, or on the day of, the event. Consideration received in advance of the event is recorded as deferred revenue or in other long-term liabilities if the event is more than twelve months from the balance sheet date. Any consideration not collected by the day of the event is typically received within three months after the event date.
Ticketing
Ticketing revenue, including intersegment revenue, for the three and nine months ended September 30, 2022 and 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in thousands) |
Total Ticketing Revenue | $ | 531,570 | | | $ | 374,237 | | | $ | 1,587,274 | | | $ | 646,560 | |
Percentage of consolidated revenue | 8.6 | % | | 13.9 | % | | 12.8 | % | | 18.1 | % |
Ticket fee revenue is generated from convenience and order processing fees, or service charges, charged at the time a ticket for an event is sold in either the primary or secondary markets. Our Ticketing segment is primarily an agency business that sells tickets for events on behalf of its clients, which include venues, concert promoters, professional sports franchises and leagues, college sports teams, theater producers and museums. Our Ticketing segment records revenue arising from the portion of convenience and order processing fees it retains, regardless of whether these fees are related to tickets sold in the primary or secondary market, and regardless of whether these fees are associated with our concert events or third-party clients’ concert events. Our Ticketing segment does not record the face value of the tickets as revenue. Ticket fee revenue is recognized when the ticket is sold for third-party clients and secondary market sales, as we have no further obligation to our client’s customers following the sale of the ticket. For our concert events where our concert promoters control ticketing, ticket fee revenue is recognized when the event occurs because we also have the obligation to deliver the event to the fan. The delivery of the ticket to the fan is not considered a distinct performance obligation for our concert events because the fan cannot receive the benefits of the ticket unless we also fulfill our obligation to deliver the event. The majority of ticket fee revenue is collected within the month of the ticket sale. Revenue received from the sale of tickets in advance of our concert events is recorded as deferred revenue or in other long-term liabilities if the date of the event is more than twelve months from the balance sheet date. Reported revenue is net of any refunds made or committed to and also the impact of any cancellations of events that occurred during the period.
Ticketing contract advances, which can be either recoupable or non-recoupable, represent amounts paid in advance to our clients pursuant to ticketing agreements and are reflected in prepaid expenses or in long-term advances if the amount is expected to be recouped or recognized over a period of more than twelve months. Recoupable ticketing contract advances are generally recoupable against future royalties earned by the client, based on the contract terms, over the life of the contract. Royalties are typically earned by the client when tickets are sold. Royalties paid to clients are recorded as a reduction to revenue when the tickets are sold and the corresponding service charge revenue is recognized. Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives occasionally paid by us to certain clients to secure the contract and are typically amortized over the life of the contract on a straight-line basis as a reduction to revenue.
At September 30, 2022 and December 31, 2021, we had ticketing contract advances of $110.1 million and $90.5 million, respectively, recorded in prepaid expenses and $85.5 million and $86.5 million, respectively, recorded in long-term advances on the consolidated balance sheets. We amortized $15.7 million and $20.5 million for the three months ended September 30, 2022 and 2021, respectively, and $56.1 million and $49.2 million for the nine months ended September 30, 2022 and 2021, respectively, related to non-recoupable ticketing contract advances.
Sponsorship & Advertising
Sponsorship & Advertising revenue, including intersegment revenue, for the three and nine months ended September 30, 2022 and 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in thousands) |
Total Sponsorship & Advertising Revenue | $ | 343,029 | | | $ | 174,449 | | | $ | 722,504 | | | $ | 241,657 | |
Percentage of consolidated revenue | 5.6 | % | | 6.5 | % | | 5.8 | % | | 6.8 | % |
Our Sponsorship & Advertising segment generates revenue from sponsorship and marketing programs that provide its sponsors with strategic, international, national and local opportunities to reach customers through our venue, concert and ticketing assets, including advertising on our websites. These programs can also include custom events or programs for the sponsors’ specific brands, which are typically experienced exclusively by the sponsors’ customers. Sponsorship agreements may contain multiple elements, which provide several distinct benefits to the sponsor over the term of the agreement, and can be for a single or multi-year term. We also earn revenue from exclusive access rights provided to sponsors in various categories such as ticket pre-sales, beverage pouring rights, venue naming rights, media campaigns, signage within our venues, and advertising on our websites. Revenue from sponsorship agreements is allocated to the multiple elements based on the relative stand-alone selling price of each separate element, which are determined using vendor-specific evidence, third-party evidence or our best estimate of the fair value. Revenue is recognized over the term of the agreement or operating season as the benefits are provided to the sponsor unless the revenue is associated with a specific event, in which case it is recognized when the event occurs. Revenue is collected in installment payments during the year, typically in advance of providing the benefit or the event. Revenue received in advance of the event or the sponsor receiving the benefit is recorded as deferred revenue or in other long-term liabilities if the date of the event is more than twelve months from the balance sheet date.
At September 30, 2022, we had contracted sponsorship agreements with terms greater than one year that had approximately $1.3 billion of revenue related to future benefits to be provided by us. We expect to recognize, based on current projections, approximately 10%, 36%, 23% and 31% of this revenue in the remainder of 2022, 2023, 2024 and thereafter, respectively.
Deferred Revenue
The majority of our deferred revenue is typically classified as current and is shown as a separate line item on the consolidated balance sheets. Deferred revenue that is not expected to be recognized within the next twelve months is classified as long-term and reflected in other long-term liabilities on the consolidated balance sheets. We had current deferred revenue of $2.8 billion and $1.8 billion at December 31, 2021 and 2020, respectively.
The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and nine months ended September 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in thousands) |
Concerts | $ | 825,573 | | | $ | 278,557 | | | $ | 2,135,814 | | | $ | 330,852 | |
Ticketing | 40,803 | | | 24,159 | | | 120,543 | | | 31,950 | |
Sponsorship & Advertising | 36,703 | | | 43,437 | | | 128,035 | | | 58,070 | |
| | | | | | | |
| $ | 903,079 | | | $ | 346,153 | | | $ | 2,384,392 | | | $ | 420,872 | |
NOTE 9—SEGMENT DATA
The Company’sOur reportable segments are Concerts, Ticketing and Sponsorship & Advertising and Ticketing. Prior to 2017, the Company reported an Artist Nation segment, which is now included in its Concerts segment based on the Company’s belief that the strategy behind artist management is to provide a full range of services related to concert promotion and to expand the Concerts line of business. In connection with this, there has been a change in the way the chief operating decision maker, as defined in the FASB guidance, makes decisions around allocations of resources and management responsibilities for this business.
TheAdvertising. Our Concerts segment involves the promotion of live music events globally in the Company’sour owned or operated venues and in rented third-party venues, the production of music festivals, the operation and management of music venues, the creation or streaming of associated content and the provision of management and other services to artists. TheOur Ticketing segment involves the management of our global ticketing operations, including providing ticketing software and services to clients, and consumers with a marketplace, both online and mobile, for tickets and event information, and is responsible for our primary ticketing website, www.ticketmaster.com. Our Sponsorship & Advertising segment manages the development of strategic sponsorship programs in addition to the sale of international, national and local sponsorships and the placement of advertising such as signage, promotional programs, rich media offerings, including advertising associated with live streaming and music-related original content, and ads across the Company’sour distribution network of venues, events and websites. The Ticketing segment involves the management of the Company’s global ticketing operations, including providing ticketing software and services to clients, ticket resale services and online access for customers relating to ticket and event information, and is responsible for the Company’s primary ticketing website, www.ticketmaster.com.
Revenue and expenses earned and charged between segments are eliminated in consolidation. The Company’s capital expenditures below include accruals for amounts incurred but not yet paid for, but are not reduced
We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain stock-based compensation expense, loss (gain) on disposal of operating assets, depreciation and amortization (including goodwill impairment), amortization of non-recoupable ticketing contract advances and acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation). AOI assists investors by reimbursements receivedallowing them to evaluate changes in the operating results of our portfolio of businesses separate from outside parties such as landlords or replacements funded by insurance proceeds.non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results.
The Company manages itsWe manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, the Company’sour management to allocate resources to or assess performance of theour segments, and therefore, total segment assets and related depreciation and amortization have not been presented.
The following table presents the results of operations for the Company’sour reportable segments for the three and nine months ended September 30, 20172022 and 2016:2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | | Ticketing | | Sponsorship & Advertising | | Other & Eliminations | | Corporate | | | Consolidated |
| (in thousands) |
Three Months Ended September 30, 2022 | | | | | | |
Revenue | $ | 5,292,594 | | | $ | 531,570 | | | $ | 343,029 | | | $ | (13,658) | | | $ | — | | | | $ | 6,153,535 | |
Intersegment revenue | $ | 4,408 | | | $ | 9,748 | | | $ | — | | | $ | (14,156) | | | $ | — | | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
AOI | $ | 280,809 | | | $ | 163,176 | | | $ | 226,234 | | | $ | (3,420) | | | $ | (46,081) | | | | $ | 620,718 | |
| | | | | | | | | | | | |
Three Months Ended September 30, 2021 | | | | | | |
Revenue | $ | 2,151,596 | | | $ | 374,237 | | | $ | 174,449 | | | $ | (1,560) | | | $ | — | | | | $ | 2,698,722 | |
Intersegment revenue | $ | 1,473 | | | $ | 630 | | | $ | — | | | $ | (2,103) | | | $ | — | | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
AOI | $ | 59,578 | | | $ | 171,754 | | | $ | 111,211 | | | $ | (1,179) | | | $ | (35,684) | | | | $ | 305,680 | |
| | | | | | | | | | | | |
Nine Months Ended September 30, 2022 | | | | | | |
Revenue | $ | 10,098,180 | | | $ | 1,587,274 | | | $ | 722,504 | | | $ | (17,441) | | | $ | — | | | | $ | 12,390,517 | |
Intersegment revenue | $ | 6,635 | | | $ | 12,660 | | | $ | — | | | $ | (19,295) | | | $ | — | | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
AOI | $ | 354,587 | | | $ | 600,155 | | | $ | 474,238 | | | $ | (9,827) | | | $ | (109,797) | | | | $ | 1,309,356 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Nine Months Ended September 30, 2021 | | | | | | |
Revenue | $ | 2,677,970 | | | $ | 646,560 | | | $ | 241,657 | | | $ | (910) | | | $ | — | | | | $ | 3,565,277 | |
Intersegment revenue | $ | 1,473 | | | $ | 1,610 | | | $ | — | | | $ | (3,083) | | | $ | — | | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
AOI | $ | (99,010) | | | $ | 208,418 | | | $ | 127,755 | | | $ | (4,624) | | | $ | (68,951) | | | | $ | 163,588 | |
| | | | | | | | | | | | |
The following table sets forth the reconciliation of consolidated AOI to operating income (loss) for the three and nine months ended September 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | 2021 | | 2022 | 2021 |
| (in thousands) |
AOI | $ | 620,718 | | $ | 305,680 | | | $ | 1,309,356 | | $ | 163,588 | |
Acquisition expenses | 7,495 | | 20,644 | | | 29,115 | | 14,801 | |
Amortization of non-recoupable ticketing contract advance | 15,729 | | 20,486 | | | 56,121 | | 49,214 | |
Depreciation and amortization | 102,093 | | 101,235 | | | 318,489 | | 313,758 | |
Gain on sale of operating assets | (35,285) | | (1,148) | | | (32,555) | | (1,038) | |
Stock-based compensation expense | 24,437 | | 27,318 | | | 86,178 | | 80,165 | |
Operating income (loss) | $ | 506,249 | | $ | 137,145 | | | $ | 852,008 | | $ | (293,312) | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | | Sponsorship & Advertising | | Ticketing | | Other | | Corporate | | Eliminations | | Consolidated |
| (in thousands) |
Three Months Ended September 30, 2017 | | | | | | | |
Revenue | $ | 2,939,387 |
| | $ | 157,981 |
| | $ | 532,285 |
| | $ | 6,545 |
| | $ | — |
| | $ | (76,780 | ) | | $ | 3,559,418 |
|
Direct operating expenses | 2,497,234 |
| | 23,371 |
| | 283,236 |
| | 4,477 |
| | — |
| | (75,392 | ) | | 2,732,926 |
|
Selling, general and administrative expenses | 305,494 |
| | 21,320 |
| | 144,622 |
| | 4,428 |
| | — |
| | — |
| | 475,864 |
|
Depreciation and amortization | 52,344 |
| | 6,601 |
| | 50,318 |
| | 115 |
| | 1,362 |
| | (1,388 | ) | | 109,352 |
|
Loss (gain) on disposal of operating assets | (21 | ) | | — |
| | 58 |
| | — |
| | — |
| | — |
| | 37 |
|
Corporate expenses | — |
| | — |
| | — |
| | — |
| | 39,892 |
| | — |
| | 39,892 |
|
Operating income (loss) | $ | 84,336 |
| | $ | 106,689 |
| | $ | 54,051 |
| | $ | (2,475 | ) | | $ | (41,254 | ) | | $ | — |
| | $ | 201,347 |
|
Intersegment revenue | $ | 73,494 |
| | $ | — |
| | $ | 3,286 |
| | $ | — |
| | $ | — |
| | $ | (76,780 | ) | | $ | — |
|
Three Months Ended September 30, 2016 | | | | | | | |
Revenue | $ | 2,644,151 |
| | $ | 136,087 |
| | $ | 456,443 |
| | $ | 2,138 |
| | $ | — |
| | $ | (68,403 | ) | | $ | 3,170,416 |
|
Direct operating expenses | 2,247,976 |
| | 15,510 |
| | 231,979 |
| | 149 |
| | — |
| | (67,611 | ) | | 2,428,003 |
|
Selling, general and administrative expenses | 265,638 |
| | 20,667 |
| | 124,007 |
| | 4,100 |
| | — |
| | — |
| | 414,412 |
|
Depreciation and amortization | 52,188 |
| | 4,448 |
| | 47,113 |
| | 1,153 |
| | 752 |
| | (792 | ) | | 104,862 |
|
Loss (gain) on disposal of operating assets | 241 |
| | — |
| | 13 |
| | — |
| | (1 | ) | | — |
| | 253 |
|
Corporate expenses | — |
| | — |
| | — |
| | — |
| | 31,600 |
| | — |
| | 31,600 |
|
Operating income (loss) | $ | 78,108 |
| | $ | 95,462 |
| | $ | 53,331 |
| | $ | (3,264 | ) | | $ | (32,351 | ) | | $ | — |
| | $ | 191,286 |
|
Intersegment revenue | $ | 64,676 |
| | $ | — |
| | $ | 3,727 |
| | $ | — |
| | $ | — |
| | $ | (68,403 | ) | | $ | — |
|
Nine Months Ended September 30, 2017 | | | | | | | | |
Revenue | $ | 6,052,515 |
| | $ | 346,532 |
| | $ | 1,510,574 |
| | $ | 13,259 |
| | $ | — |
| | $ | (131,588 | ) | | $ | 7,791,292 |
|
Direct operating expenses | 5,057,567 |
| | 60,516 |
| | 805,964 |
| | 5,759 |
| | — |
| | (128,506 | ) | | 5,801,300 |
|
Selling, general and administrative expenses | 804,562 |
| | 62,989 |
| | 411,336 |
| | 14,670 |
| | — |
| | — |
| | 1,293,557 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | | Sponsorship & Advertising | | Ticketing | | Other | | Corporate | | Eliminations | | Consolidated |
| (in thousands) |
Depreciation and amortization | 144,917 |
| | 19,512 |
| | 140,881 |
| | 327 |
| | 3,262 |
| | (3,082 | ) | | 305,817 |
|
Loss (gain) on disposal of operating assets | (609 | ) | | — |
| | 65 |
| | — |
| | 37 |
| | — |
| | (507 | ) |
Corporate expenses | — |
| | — |
| | — |
| | — |
| | 97,711 |
| | — |
| | 97,711 |
|
Operating income (loss) | $ | 46,078 |
| | $ | 203,515 |
| | $ | 152,328 |
| | $ | (7,497 | ) | | $ | (101,010 | ) | | $ | — |
| | $ | 293,414 |
|
Intersegment revenue | $ | 122,455 |
| | $ | — |
| | $ | 9,133 |
| | $ | — |
| | $ | — |
| | $ | (131,588 | ) | | $ | — |
|
Capital expenditures | $ | 83,612 |
| | $ | 4,753 |
| | $ | 69,667 |
| | $ | 66 |
| | $ | 26,195 |
| | $ | — |
| | $ | 184,293 |
|
Nine Months Ended September 30, 2016 | | | | | | | | |
Revenue | $ | 5,080,877 |
| | $ | 288,923 |
| | $ | 1,305,577 |
| | $ | 4,485 |
| | $ | — |
| | $ | (122,472 | ) | | $ | 6,557,390 |
|
Direct operating expenses | 4,219,599 |
| | 44,711 |
| | 673,990 |
| | 149 |
| | — |
| | (120,555 | ) | | 4,817,894 |
|
Selling, general and administrative expenses | 701,093 |
| | 50,540 |
| | 363,336 |
| | 11,483 |
| | — |
| | — |
| | 1,126,452 |
|
Depreciation and amortization | 146,013 |
| | 13,777 |
| | 132,789 |
| | 2,053 |
| | 2,526 |
| | (1,917 | ) | | 295,241 |
|
Loss (gain) on disposal of operating assets | (162 | ) | | — |
| | 44 |
| | — |
| | 117 |
| | — |
| | (1 | ) |
Corporate expenses | — |
| | — |
| | — |
| | — |
| | 85,649 |
| | — |
| | 85,649 |
|
Operating income (loss) | $ | 14,334 |
| | $ | 179,895 |
| | $ | 135,418 |
| | $ | (9,200 | ) | | $ | (88,292 | ) | | $ | — |
| | $ | 232,155 |
|
Intersegment revenue | $ | 115,762 |
| | $ | — |
| | $ | 6,710 |
| | $ | — |
| | $ | — |
| | $ | (122,472 | ) | | $ | — |
|
Capital expenditures | $ | 51,353 |
| | $ | 1,318 |
| | $ | 64,513 |
| | $ | 777 |
| | $ | 5,454 |
| | $ | — |
| | $ | 123,415 |
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
“Live Nation” (which may be referred to as the “Company,” “we,” “us” or “our”) means Live Nation Entertainment, Inc. and its subsidiaries, or one of our segments or subsidiaries, as the context requires. You should read the following discussion of our financial condition and results of operations together with the unaudited consolidated financial statements and notes to the financial statements included elsewhere in this quarterly report.
Special Note About Forward-Looking Statements
Certain statements contained in this quarterly report (or otherwise made by us or on our behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. Forward-looking statements include, but are not limited to, statements about our financial position, business strategy, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. We have based our forward-looking statements on our beliefs and assumptions considering the information available to us at the time the statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,���” “target,” “project,” “seek,” “predict,” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth below under Part II II—Other Information—Item 1A.—Risk Factors, in Part I I—Item IA.—Risk Factors of our 20162021 Annual Report on Form 10-K as well as other factors described herein or in our annual, quarterly and other reports we file with the SEC (collectively, “cautionary statements”). Based upon changing conditions, should any risk or uncertainty that has already materialized, such as, for example, the risks and uncertainties posed by the global COVID-19 pandemic, worsen in scope, impact or duration, or should one or more of thesethe currently unrealized risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend to update these forward-looking statements, except as required by applicable law.
Executive Overview
In
The third quarter of 2022 continued our record year performance. Fan demand showed no signs of weakening, as almost all our major markets played to our highest quarterly fan count and ticket sales, leading to a milestone third quarter for the Company, reinforcing the health of all three of our segments and live entertainment. Even with inflationary pressures and other macroeconomic headwinds, the supply and demand dynamic with artists and fans continues to be strong. This was our second consecutive record quarter for AOI fueled by more fans attending our shows, selling more tickets on the Ticketmaster platform, and collaborating with world class sponsorship partners. Our show count, ticket sales, and sponsor contract pacing this year signals the power of our flywheel to deliver results not just through the remainder of this year, but also heading into 2023.
Almost all of our markets and venues were fully open in the third quarter of 2017,2022 and we saw the continued easing of restrictions in our totalAsia Pacific markets and expect those territories to have a full touring schedule heading into 2023. There were limited instances of tours being interrupted or rescheduled in the third quarter due to COVID-19. We have seen our show cancellation rate return to near historical levels and our attendance rates have also bounced back to pre-pandemic levels, returning to more traditional attendance to tickets sold ratios.
For the three months ended September 30, 2022, consolidated revenue increased by $389 million, or 12%, on a reported basis$3.5 billion, from $2.7 billion in 2021 to $6.2 billion this year. The increase as compared to lastthe same period of the prior year or $353 million, an 11% increase, without the impact of changes in foreign exchange rates. The revenue increase was largely driven by growth in both our Concerts and Ticketing segments. The Concerts growth was due to an increase in the number of events and fans attending these events which also drove our highest quarterly concert attendance ever. In Ticketing, strong primary and secondary ticket sales drove the increase in revenue. Our operating income for the quarter improved by 5% compared to the third quarter of 2016, once again driven by the strong performance of all of our segments. For the first nine months of 2017, our total revenue grew $1.23$3.7 billion or 19%, on a reported basis as compared to last year, or $1.25 billion, a 19% increase, without the impact of changes in foreign exchange rates. All three of our segments delivered stronghad revenue increasesgrowth in the first nine monthsquarter with the largest increase coming from our Concerts segment as discussed below. We had consolidated operating income of the year, underscoring the continued success of our strategic initiatives and the underlying health of the live event, advertising and ticketing businesses. As the leading global live event and ticketing company, we believe that we are well-positioned to provide the best service to artists, teams, fans and venues and therefore drive growth across all our businesses. By leveraging our leadership position$506 million in the entertainment industrythird quarter of 2022, compared to reach$137 million in the third quarter of 2021, an improvement of $369 million, resulting from fans throughreturning to our shows at levels far exceeding one year ago when show activity was largely limited to the live concert experience, we believe that we will sell more tickets and grow our Sponsorship & Advertising segment revenue.
Our Concerts segment revenueUnited States. Consolidated AOI for the third quarter increased by $295$315 million, or 11%, on a reported basisfrom $306 million in 2021 to $621 million this year. The increase as compared to lastthe same period of the prior year or $265was $339 million a 10% increase, without the impact of changes in foreign exchange rates. This increase was largely dueWith the United States dollar notably strengthening over the past six months, it has adversely impacted both our revenues and adjusted operating income from international operations. We expect this trend to significant growth in arena and stadium activity in both North America and Europe with shows by artists including U2, Coldplay, Guns N’ Roses, and Metallica. Our onsite initiatives resulted in near double-digit growth in our amphitheater ancillary revenue per fan, which was driven by various programs including our enhanced beverage program, increasing our pointscontinue through the remainder of sale, and introducing specialty food concepts. We have also seen success in our effort to improve the sell-through price on our best available seats in our amphitheaters this season. Our premium and platinum initiatives are growing the event revenue and we are implementing our pricing strategies with greater precision and greater sensitivity to unique market and tour conditions. Attendance at our international shows was up in the quarter, driven by significant increases in our arena and stadium events. Our Concerts segment operating results for the quarter exceeded last year and this was again largely driven by the high volumeyear.
For the first nine months of 2022, our Concerts segment was the largest contributorconsolidated revenue grew $8.8 billion, from $3.6 billion in 2021 to our overall revenue growth, with an$12.4 billion this year. The increase of $972 million, or 19%, on a reported basis as compared to lastthe same period of the prior year or $985was $9.3 billion without the impact of changes in foreign currency exchange rates. We had consolidated operating income of $852 million a 19%for the first nine months of 2022, compared to an operating loss of $293 million for the first nine months of 2021, an improvement of $1.1 billion, resulting from the re-opening of all our major markets this year. Consolidated AOI for the first nine months increased by $1.1 billion, from $164 million in 2021 to $1.3 billion this year. The increase as compared to the same period of the prior year was $1.2 billion without the impact of changes in foreign exchange rates. As
Having provided the foreign currency exchange impacts for the organization overall and in light of their relative materiality, all of the segment financial comments to follow are based on reported foreign currency exchange rates.
Our Concerts segment revenue grew by $3.1 billion, from $2.2 billion in the secondthird quarter of 2021 to $5.3 billion in the third quarter of 2022. The revenue growth was a result of more shows and fans coming back to venues to enjoy their favorite artists. The number of events for the quarter was approximately 11,200 compared to 5,579 in the third quarter of 2021. The number of fans for the quarter was approximately 44.3 million compared to approximately 16.9 million last year. This was our highest fan count for a quarter ever, powered by growth across our major divisions as well as the addition of the OCESA business in Mexico. Our outdoor venue types had double-digit attendance growth this higher revenue was largely duequarter compared to the third quarter of 2019. In particular, stadium fan count more than tripled to nearly 9 million fans globally. Some of the top acts in the quarter included Coldplay, The Weeknd, Bad Bunny and Red Hot Chili Peppers. Lollapalooza in the United States, Reading in the United Kingdom, Rock Werchter in Belgium and Rock in Rio Brazil played to an increaseaggregate of nearly two million fans, reaching passionate fans on a global scale. Concerts AOI for the quarter increased by $221 million, from $60 million in the2021 to $281 million in 2022.
number of arena and stadium shows in North America and Europe. For the first nine months of 2022, Concerts revenue grew $7.4 billion, from $2.7 billion in 2021 to $10.1 billion in 2022. Concerts AOI for the year, there has beenfirst nine months increased by $454 million, from a 16% increaseloss of $99 million in 2021 to an income of $355 million in 2022. Along with the overallincreased number of fans, attendingwe are seeing very strong APF across all of our shows as comparedvenue types. Since 2019, our last full year of operations prior to the global COVID-19 pandemic, APF has increased by nearly 30% at our owned and operated amphitheaters, driven by higher food and beverage spending and the shift to cashless transactions. In our Theaters and Clubs across the United States and the United Kingdom, we are also seeing double-digit percentage growth in APF. Lastly, at our festivals, we have also seen growth in APF, with concessions, camping, and, in particular, VIP sales up substantially at our marquee events. The increases to APF, along with ticket price increases for those seats highest in demand, have outpaced higher labor and materials costs at our venues and festivals this year.
Our Ticketing segment revenue grew by $157 million, from $374 million in the third quarter of 2021 to $532 million in the third quarter of 2022. Ticketing AOI for the quarter decreased slightly by $9 million, from $172 million in 2021 to $163 million in 2022. Along with an increase in ticket sales and upward pricing momentum due to higher fan demand, direct costs rose to support higher operations and enterprise growth. Our fee-bearing ticket sales for the quarter were 73 million, 30 million higher than in the third quarter of last year. This was a record quarter for reported ticket sales, exceeding our last record set just last quarter by over 1 million tickets. Our resale business continued to grow, with over $1.1 billion dollars in GTV for the third quarter of 2022, more than doubling resale GTV in the third quarter of 2019. It was our highest resale quarter ever, powered by both Concerts and all the major sporting leagues.
For the first nine months of 2016. Operating income2022, our Ticketing revenue grew by $941 million, from $647 million in 2021 to $1.6 billion in 2022. Ticketing AOI for the first nine months increased by $392 million, from $208 million in 2021 to $600 million in 2022. Through the end of September, our fee-bearing ticket sales are 197 million tickets, 121 million ahead of 2021 and, notably, 38 million ahead of 2019 when all markets were fully open. Resale GTV through the end of September 2022 was nearly $3.0 billion which is almost 150% of our full-year resale GTV in 2019. Overall pricing on our fee-bearing tickets for the first nine months of the year wasis up due20% compared to 2019 as consumer demand for premium seats and VIP experiences has continued. Lastly, we have signed nearly 19 million net new tickets so far this year, which gives us confidence that the higher number of shows in arenasTicketmaster features and stadiums as well as our ticket pricing and onsite initiatives. Wefunctionality will continue to look for expansion opportunities, both domestically and internationally, as well as ways to market our events more effectively, in order to continue to expand our fan base and geographic reach and to sell more tickets and advertising.fuel growth going forward.
Our Sponsorship & Advertising segment revenue grew by $169 million, from $174 million in the third quarter of 2021 to $343 million in the third quarter of 2022. The improvement was due to additional revenues from purchase path integration with various new partners, our biggest ever festival season and the addition of the Mexico market to our portfolio. Sponsorship & Advertising AOI for the quarter was up $22increased by $115 million, or 16%, on a reported basis as comparedfrom $111 million in 2021 to last year, or $20$226 million a 15% increase, without the impact of changes in foreign exchange rates. Higher revenue resulted from new clients and growth in our online business, which also improved our operating income.
2022. For the first nine months of 2022, our Sponsorship & Advertising revenue was up $58grew $481 million, or 20%, on a reported basis as comparedfrom $242 million in 2021 to last year, or $59$723 million a 20% increase, without the impact of changes in foreign exchange rates. Our focus on building new venue products and expanding our digital reach has generated new opportunities for growth. Our festival apps and podcasts are attracting new fans and giving sponsors additional platforms for reaching consumers. Lastly, we are seeing increases from our Germany market expansion. We believe that our extensive onsite and online reach, global venue distribution network, artist relationships and ticketing operations are the key to securing long-term sponsorship agreements with major brands, and we plan to expand these assets while extending further into new markets internationally.
Our Ticketing segment revenue2022 for the third quarter increased by $76 million, or 17%, on a reported basissame reasons as compared to last year, or $72 million, a 16% increase, withoutfor the impact of changes in foreign exchange rates. This increase was due to growth in fee-bearing ticket sales. We delivered strong growth in ticket sales globally for our Ticketing segment in the quarter, driven by high demand for concert tickets and continued positive fan reaction to our integrated ticketing platform. Our improvements to our fan-focused website continued to favorably impact our conversion rates in the third quarter as well.
For the first ninethree months Ticketing revenue was up $205 million, or 16%, on a reported basis as compared to last year, or $212 million, a 16% increase, without the impact of changes in foreign exchange rates. We have sold 147 million fee-bearing tickets worldwideended September 30, 2022. Sponsorship & Advertising AOI for the first nine months a 10% increase over last year, and our total fee-bearing gross transaction value grewincreased by 14%$346 million, from $128 million in the same period. In the first nine months of the year, we continued2021 to see growth$474 million in our mobile ticket sales with an increase of 34% and mobile now represents over 30% of our total ticket sales. Our international markets had a very strong first nine months of the year with double-digit ticket sales growth across Europe. We will continue to implement new features to drive further expansion of mobile ticket transactions and invest in initiatives aimed at improving the ticket search, purchase and transfer process which we expect will attract more ticket buyers and enhance the overall fan and venue client experience.2022.
We continue to beare optimistic about the long-term potential of our companyCompany and are focused on the key elements of our business model: expandexpanding our concertconcerts platform driveand improving the on-site experience for our fans, driving conversion of ticket sales
through social and mobile channels,development of innovative products to sell more tickets, and developing unique marketing and content programs for top brands.
Consolidated Results of Operations
Three Months | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | % Change |
| 2022 | | 2021 | |
| As Reported | | Currency Impacts | | At Constant Currency** | | As Reported | | As Reported | | At Constant Currency** |
| (in thousands) | | | | |
Revenue | $ | 6,153,535 | | $ | 248,713 | | | $ | 6,402,248 | | $ | 2,698,722 | | * | | * |
Operating expenses: | | | | | | | | | | | |
Direct operating expenses | 4,707,848 | | 199,359 | | | 4,907,207 | | 1,969,912 | | * | | * |
Selling, general and administrative expenses | 805,910 | | 27,877 | | | 833,787 | | 446,929 | | 80% | | 87% |
Depreciation and amortization | 102,093 | | 3,249 | | | 105,342 | | 101,235 | | 1% | | 4% |
Gain on disposal of operating assets | (35,285) | | 8 | | | (35,277) | | (1,148) | | * | | * |
Corporate expenses | 66,720 | | 31 | | | 66,751 | | 44,649 | | 49% | | 50% |
Operating income | 506,249 | | $ | 18,189 | | | $ | 524,438 | | 137,145 | | * | | * |
Operating margin | 8.2% | | | | 8.2% | | 5.1% | | | | |
Interest expense | 70,514 | | | | | | 70,407 | | | | |
| | | | | | | | | | | |
Interest income | (25,809) | | | | | | (1,333) | | | | |
Equity in losses (earnings) of nonconsolidated affiliates | 14,283 | | | | | | (7,025) | | | | |
Gain from sale of investments in nonconsolidated affiliates | — | | | | | | (30,633) | | | | |
Other expense, net | 7,960 | | | | | | 12,441 | | | | |
Income before income taxes | 439,301 | | | | | | 93,288 | | | | |
Income tax expense | 41,898 | | | | | | 6,421 | | | | |
Net income | 397,403 | | | | | | 86,867 | | | | |
Net income attributable to noncontrolling interests | 36,001 | | | | | | 39,989 | | | | |
Net income attributable to common stockholders of Live Nation | $ | 361,402 | | | | | | $ | 46,878 | | | | |
_______ | | | | | |
* | Percentages are not meaningful. |
** | Constant currency is a non-GAAP financial measure. We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. |
Revenue
Revenue increased $3.5 billion during the three months ended September 30, 2022 as compared to the same period of the prior year due to increased revenue in our Ticketmaster clients, deliverConcerts segment of $3.1 billion, Ticketing segment of $157.3 million and Sponsorship & Advertising of $168.6 million as further discussed within each segment’s operating results.
Gain on disposal of operating assets
Gain on disposal of operating assets increased $34.1 million during the three months ended September 30, 2022 as compared to the same period of the prior year primarily driven by sales of artist catalog rights in 2022.
Corporate expenses
Corporate expenses increased $22.1 million during the three months ended September 30, 2022 as compared to the same period of the prior year primarily due to increased compensation expense driven by headcount growth and incentive compensation as a result of the increased operating results in 2022.
Operating income
Operating income increased $369.1 million during the three months ended September 30, 2022 as compared to the same period of the prior year primarily driven by increased operating income in our fansConcerts segment of $276.1 million, Ticketing segment of $2.1 million and Sponsorship & Advertising of $114.3 million as further discussed within each segment’s operating results partially offset by higher Corporate expenses as discussed above.
Interest income
Interest income increased $24.5 million during the three months ended September 30, 2022 as compared to the same period of the prior year primarily attributed to higher rate of return on our cash and cash equivalents in 2022.
Gain from sale of investments in nonconsolidated affiliates
Gain from sale of investments in nonconsolidated affiliates during the three months ended September 30, 2021 was $30.6 million due to the sale of certain investments in 2021 of which there were none in the current year.
Consolidated Results of Operations
Nine Months | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | % Change |
| 2022 | | 2021 | |
| As Reported | | Currency Impacts | | At Constant Currency** | | As Reported | | As Reported | | At Constant Currency** |
| (in thousands) | | | | |
Revenue | $ | 12,390,517 | | | $ | 437,042 | | | $ | 12,827,559 | | | $ | 3,565,277 | | | * | | * |
Operating expenses: | | | | | | | | | | | |
Direct operating expenses | 9,045,893 | | | 341,617 | | | 9,387,510 | | | 2,346,998 | | | * | | * |
Selling, general and administrative expenses | 2,048,305 | | | 52,811 | | | 2,101,116 | | | 1,098,676 | | | 86% | | 91% |
Depreciation and amortization | 318,489 | | | 6,482 | | | 324,971 | | | 313,758 | | | 2% | | 4% |
Gain on disposal of operating assets | (32,555) | | | 8 | | | (32,547) | | | (1,038) | | | * | | * |
Corporate expenses | 158,377 | | | 71 | | | 158,448 | | | 100,195 | | | 58% | | 58% |
| | | | | | | | | | | |
Operating income (loss) | 852,008 | | | $ | 36,053 | | | $ | 888,061 | | | (293,312) | | | * | | * |
Operating margin | 6.9% | | | | 6.9 | % | | (8.2)% | | | | |
Interest expense | 205,722 | | | | | | | 210,146 | | | | | |
| | | | | | | | | | | |
Interest income | (46,565) | | | | | | | (3,953) | | | | | |
Equity in losses (earnings) of nonconsolidated affiliates | 8,040 | | | | | | | (4,608) | | | | | |
Gain from sale of investments in nonconsolidated affiliates | (448) | | | | | | | (83,580) | | | | | |
Other expense, net | 22,846 | | | | | | | 19,903 | | | | | |
Income (loss) before income taxes | 662,413 | | | | | | | (431,220) | | | | | |
Income tax expense | 85,589 | | | | | | | 15,095 | | | | | |
Net income (loss) | 576,824 | | | | | | | (446,315) | | | | | |
Net income attributable to noncontrolling interests | 77,804 | | | | | | | 9,665 | | | | | |
Net income (loss) attributable to common stockholders of Live Nation | $ | 499,020 | | | | | | | $ | (455,980) | | | | | |
____________ | | | | | |
* | Percentages are not meaningful. |
** | Constant currency is a non-GAAP financial measure. We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. |
Revenue
Revenue increased $8.8 billion during the nine months ended September 30, 2022 as compared to the same period of the prior year driven by increased revenue in our Concerts segment of $7.4 billion, Ticketing segment of $940.7 million and Sponsorship & Advertising of $480.8 million as further discussed within each segment’s operating results.
Gain on disposal of operating assets
Gain on disposal of operating assets increased $31.5 million during the nine months ended September 30, 2022 as compared to the same period of the prior year primarily driven by sales of artist catalog rights in 2022.
Corporate expenses
Corporate expenses increased $58.2 million during the nine months ended September 30, 2022 as compared to the same period of the prior year primarily due to increased compensation expense driven by headcount growth and incentive compensation as a fully integrated offeringresult of primary and secondary tickets, grow our sponsorship and online revenue, and drive cost efficiencies.the increased operating results in 2022.
Our History
We were incorporated in Delaware on August 2, 2005 in preparation
Operating income (loss)
Operating income during the nine months ended September 30, 2022 was $852.0 million as compared to an operating loss of $293.3 million for the contributionsame period of the prior year primarily driven by increased operating income in our Concerts segment of $456.0 million, Ticketing segment of $412.8 million and transferSponsorship & Advertising of $343.3 million as further discussed within each segment’s operating results partially offset by Clear Channel Communications, Inc.higher Corporate expenses as discussed above.
Interest income
Interest income increased $42.6 million during the nine months ended September 30, 2022 as compared to the same period of substantially allthe prior year primarily attributed to higher rate of its entertainment assetsreturn on our cash and liabilitiescash equivalents in 2022.
Gain from sale of investments in nonconsolidated affiliates
Gain from sale of investments in nonconsolidated affiliates during the nine months ended September 30, 2022 was $0.4 million as compared to us. We completed$83.6 million during the separationsame period of the prior year primarily due to the sale of certain investments during the first nine months of 2021.
Income tax expense
For the nine months ended September 30, 2022, we had a net tax expense of $85.6 million on December 21, 2005,income before income taxes of $662.4 million compared to a net tax expense of $15.1 million on a loss before income taxes of $431.2 million for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, the income tax expense consisted of $76.0 million related to foreign entities, $6.1 million related to United States federal taxes, and became a publicly traded company on$3.5 million related to state and local income taxes. The net increase in tax expense of $70.5 million was primarily due to profits in certain non-United States jurisdictions.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests increased $68.1 million during the New York Stock Exchange trading undernine months ended September 30, 2022 as compared to the symbol “LYV.”same period of the prior year primarily due to higher operating results from certain concert and festival promotion businesses during the first nine months of 2022 as compared to the resumption of events late in the second quarter of 2021.
On January 25, 2010, we merged with Ticketmaster Entertainment LLC and it became a wholly-owned subsidiary
Segment Overview
Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising and Ticketing. Prior to 2017, we reported an Artist Nation segment, which is now included in our Concerts segment. See further discussion of the segment change in Item 1.—Financial Statements—Note 6—Segment Data.Advertising.
Concerts
Our Concerts segment principally involves the global promotion of live music events in our owned or operated venues and in rented third-party venues, the operation and management of music venues, the production of music festivals across the world, the creation of associated content and the provision of management and other services to artists. While our Concerts segment operates year-round, we experience higher revenue during the second and third quarters due to the seasonal nature of shows at our outdoor amphitheaters and festivals, which primarily occur from May through October. Revenue and related costs for events are generally deferred and recognized when the event occurs. All advertising costs incurred during the year for shows in future years are expensed at the end of the year.
If a current year event is rescheduled into a future year, all advertising costs incurred to date are expensed in the period when the event is rescheduled.
Concerts direct operating expenses include artist fees, event production costs, show-related marketing and advertising expenses, along with other costs.
To judge the health of our Concerts segment, we primarily monitor the number of confirmed events and fan attendance in our network of owned or operated and third-party venues, talent fees, average paid attendance, market ticket pricing, advance ticket sales and the number of major artist clients represented.under management. In addition, at our owned or operated venues and festivals, we monitor ancillary revenue per fanAPF and premium ticket sales. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Ticketing
Revenue related to ticketing service charges is recognized when the ticket is sold for our third-party clients. For our own events, where our concert promoters control ticketing, revenue is deferred and recognized when the event occurs. GTV represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge. We use GTV to evaluate changes in ticket fee revenue that are driven by the pricing of our service charges.
Ticketing direct operating expenses include call center costs and credit card fees, along with other costs.
To judge the health of our Ticketing segment, we primarily review the GTV and the number of tickets sold through our ticketing operations, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services. In addition, we review the number of visits to our websites, cost of customer acquisition, the purchase conversion rate, and the per ticket non-service fee revenue streams. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Sponsorship & Advertising
Our Revenue related to sponsorship and advertising programs is recognized over the term of the agreement or operating season as the benefits are provided to the sponsor unless the revenue is associated with a specific event, in which case it is recognized when the event occurs.
Sponsorship & Advertising segment employs a sales force that creates and maintains relationships with sponsors through a combination of strategic, international, national and local opportunities that allow businesses to reach customers through our concerts, venue, artist relationship and ticketing assets, including advertising on our websites. We drive increased advertising scale to further monetize our concerts platform through rich media offerings including advertising associated with live streaming and music-related original content. We work with our corporate clients to help create marketing programs that drive their business goals and connect their brands directly with fans and artists. We also develop, book and produce custom events or programs for our clients’ specific brands which are typically experienced exclusively by the clients’ consumers. These custom events can involve live music events with talent and media, using both online and traditional outlets. We typically experience higher revenue in the second and third quarters, as a large portion of sponsorships are associated with shows at our outdoor amphitheaters and festivals, which primarily occur from May through October.
Directdirect operating expenses include fulfillment costs related to our sponsorship programs, along with other costs.
To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements and online advertising, the percentage of expected revenue under contract, and online advertising revenue.what portion of our sponsorship business is driven by large multi-element, multi-year relationships. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Ticketing
Our Ticketing segment is primarily an agency business that sells tickets for events on behalf of its clients and retains a service charge for these services. Gross transaction value, or GTV, represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge. Service charges are generally based on a percentage of the face value or a fixed fee. We sell tickets through websites, mobile apps, ticket outlets and telephone call centers. Our ticketing sales are impacted by fluctuations in the availability of events for sale to the public, which may vary depending upon scheduling by our clients. We also offer ticket resale services, sometimes referred to as secondary ticketing, primarily through our integrated inventory platform, league/team platforms and other platforms internationally. Our Ticketing segment manages our online activities including enhancements to our ticketing websites and product offerings. Through our websites, we sell tickets to our own events as well as tickets for our clients and provide event information. Revenue related to ticketing service charges is recognized when the ticket is sold for our outside clients. For our own events, where our concert promoters control ticketing, revenue is deferred and recognized as the event occurs.
Ticketing direct operating expenses include ticketing client royalties and credit card fees, along with other costs.
To judge the health of our Ticketing segment, we primarily review GTV and the number of tickets sold through our primary and secondary ticketing operations, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services. In addition, we review the number of visits to our websites, the purchase conversion rate, the overall number of customers in our database, the number of tickets sold via mobile and the number of app installs. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Key Operating Metrics
|
| | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2017 | | 2016 | | 2017 | | 2016 |
| (in thousands except estimated events) |
Concerts (1) | | | | | | | |
Estimated events: | | | | | | | |
North America | 5,275 |
| | 4,950 |
| | 14,207 |
| | 12,835 |
|
International | 1,483 |
| | 1,207 |
| | 6,225 |
| | 5,800 |
|
Total estimated events | 6,758 |
| | 6,157 |
| | 20,432 |
| | 18,635 |
|
Estimated fans: | | | | | | | |
North America | 21,561 |
| | 22,095 |
| | 42,659 |
| | 39,151 |
|
International | 7,980 |
| | 5,808 |
| | 22,379 |
| | 16,724 |
|
Total estimated fans | 29,541 |
| | 27,903 |
| | 65,038 |
| | 55,875 |
|
Ticketing (2) | | | | | | | |
Number of fee-bearing tickets sold | 50,196 |
| | 45,944 |
| | 147,304 |
| | 133,925 |
|
Number of non-fee-bearing tickets sold | 65,304 |
| | 68,102 |
| | 201,088 |
| | 205,193 |
|
Total tickets sold | 115,500 |
| | 114,046 |
| | 348,392 |
| | 339,118 |
|
_________
| |
(1)
| Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins, but the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter. |
| |
(2)
| The number of fee-bearing tickets sold includes primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates. This metric includes primary tickets sold during the period regardless of event timing, except for our own events where our concert promoters control ticketing and which are reported as the events occur. The non-fee-bearing tickets sold reported above includes primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our ‘do it yourself’ platform. |
Non-GAAP MeasuresMeasure
Reconciliation of Adjusted Operating Income (Loss)
AOI is a non-GAAP financial measure that we define as operating income (loss) before acquisition expenses (including transaction costs, changes in the fair value of acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets and certain stock-based compensation expense. We use AOI to evaluate the performance of our operating segments. We believe that information about AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results. AOI is not calculated or presented in accordance with GAAP. A limitation of the use of AOI as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, AOI should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI as presented herein may not be comparable to similarly titled measures of other companies.
The following table sets forth the reconciliation of AOI to operating income (loss):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Operating income (loss) | | Stock- based compensation expense | | Loss (gain) on disposal of operating assets | | Depreciation and amortization | | Acquisition expenses | | AOI |
| (in thousands) |
Three Months Ended September 30, 2017 | | | | | | | | |
Concerts | $ | 84,336 |
| | $ | 1,886 |
| | $ | (21 | ) | | $ | 52,344 |
| | $ | 15,755 |
| | $ | 154,300 |
|
Sponsorship & Advertising | 106,689 |
| | 346 |
| | — |
| | 6,601 |
| | — |
| | 113,636 |
|
Ticketing | 54,051 |
| | 1,068 |
| | 58 |
| | 50,318 |
| | 274 |
| | 105,769 |
|
Other and Eliminations | (2,475 | ) | | — |
| | — |
| | (1,273 | ) | | — |
| | (3,748 | ) |
Corporate | (41,254 | ) | | 4,520 |
| | — |
| | 1,362 |
| | (72 | ) | | (35,444 | ) |
Total | $ | 201,347 |
| | $ | 7,820 |
| | $ | 37 |
| | $ | 109,352 |
| | $ | 15,957 |
| | $ | 334,513 |
|
Three Months Ended September 30, 2016 | | | | | | | | | | |
Concerts | $ | 78,108 |
| | $ | 2,661 |
| | $ | 241 |
| | $ | 52,188 |
| | $ | (2,281 | ) | | $ | 130,917 |
|
Sponsorship & Advertising | 95,462 |
| | 305 |
| | — |
| | 4,448 |
| | — |
| | 100,215 |
|
Ticketing | 53,331 |
| | 744 |
| | 13 |
| | 47,113 |
| | 500 |
| | 101,701 |
|
Other and Eliminations | (3,264 | ) | | 17 |
| | — |
| | 361 |
| | 25 |
| | (2,861 | ) |
Corporate | (32,351 | ) | | 4,366 |
| | (1 | ) | | 752 |
| | 18 |
| | (27,216 | ) |
Total | $ | 191,286 |
| | $ | 8,093 |
| | $ | 253 |
| | $ | 104,862 |
| | $ | (1,738 | ) | | $ | 302,756 |
|
Nine Months Ended September 30, 2017 | | | | | | | | | | |
Concerts | $ | 46,078 |
| | $ | 6,620 |
| | $ | (609 | ) | | $ | 144,917 |
| | $ | 23,583 |
| | $ | 220,589 |
|
Sponsorship & Advertising | 203,515 |
| | 1,028 |
| | — |
| | 19,512 |
| | — |
| | 224,055 |
|
Ticketing | 152,328 |
| | 3,057 |
| | 65 |
| | 140,881 |
| | 1,782 |
| | 298,113 |
|
Other and Eliminations | (7,497 | ) | | — |
| | — |
| | (2,755 | ) | | — |
| | (10,252 | ) |
Corporate | (101,010 | ) | | 13,216 |
| | 37 |
| | 3,262 |
| | (47 | ) | | (84,542 | ) |
Total | $ | 293,414 |
| | $ | 23,921 |
| | $ | (507 | ) | | $ | 305,817 |
| | $ | 25,318 |
| | $ | 647,963 |
|
Nine Months Ended September 30, 2016 | | | | | | | | | | |
Concerts | $ | 14,334 |
| | $ | 8,604 |
| | $ | (162 | ) | | $ | 146,013 |
| | $ | 3,573 |
| | $ | 172,362 |
|
Sponsorship & Advertising | 179,895 |
| | 995 |
| | — |
| | 13,777 |
| | — |
| | 194,667 |
|
Ticketing | 135,418 |
| | 2,327 |
| | 44 |
| | 132,789 |
| | 720 |
| | 271,298 |
|
Other and Eliminations | (9,200 | ) | | 29 |
| | — |
| | 136 |
| | 207 |
| | (8,828 | ) |
Corporate | (88,292 | ) | | 13,282 |
| | 117 |
| | 2,526 |
| | 64 |
| | (72,303 | ) |
Total | $ | 232,155 |
| | $ | 25,237 |
| | $ | (1 | ) | | $ | 295,241 |
| | $ | 4,564 |
| | $ | 557,196 |
|
AOI Margin
AOI margin is a non-GAAP financial measure that we calculate by dividing AOI by revenue. We use AOI margin to evaluate the performance of our operating segments. We believe that information about the AOI margin assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results. AOI margin is not calculated or presented in accordance with GAAP. A limitation of the use of AOI margin as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, the AOI margin should be considered in addition to, and not as a substitute for, operating income (loss) margin, net income (loss) margin, and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI margin as presented herein may not be comparable to similarly titled measures of other companies.
Constant currency
Key Operating Metrics
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in thousands except estimated events) |
Concerts (1) | | | | | | | |
Estimated events: | | | | | | | |
North America | 8,261 | | | 4,251 | | | 21,091 | | | 5,715 | |
International | 2,958 | | | 1,328 | | | 9,414 | | | 2,254 | |
Total estimated events | 11,219 | | | 5,579 | | | 30,505 | | | 7,969 | |
Estimated fans: | | | | | | | |
North America | 29,089 | | | 13,490 | | | 53,373 | | | 14,217 | |
International | 15,202 | | | 3,427 | | | 35,614 | | | 4,598 | |
Total estimated fans | 44,291 | | | 16,917 | | | 88,987 | | | 18,815 | |
Ticketing (2) | | | | | | | |
Estimated number of fee-bearing tickets sold | 73,434 | | | 43,296 | | | 197,007 | | | 76,235 | |
Estimated number of non-fee-bearing tickets sold | 61,933 | | | 39,798 | | | 189,664 | | | 72,571 | |
Total estimated tickets sold | 135,367 | | | 83,094 | | | 386,671 | | | 148,806 | |
_________
(1)Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins, but the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.
(2)The fee-bearing tickets estimated above include primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates. This includes primary tickets sold during the year regardless of event timing, except for our own events where our concert promoters control ticketing which are reported when the events occur. The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our “do it yourself” platform. These metrics are net of any refunds requested and any cancellations that occurred during the period, which may result in a non-GAAP financial measure. We calculate currency impacts asnegative number. Fee-bearing tickets sold above are net of refunds of 4.6 million and 5.9 million tickets for the difference between current period activity translated using the current period’s currency exchange ratesthree months ended September 30, 2022 and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework2021, respectively, and 15.0 million and 13.0 million for assessing how our underlying businesses performed excluding the effectnine months ended September 30, 2022 and 2021, respectively.
Segment Operating Results
Concerts
Our Concerts segment operating results were, and discussions of significant variances are, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | % Change |
| 2022 | | 2021 | | | | 2022 | | 2021 | | |
| (in thousands) | | | | (in thousands) | | |
Revenue | $ | 5,292,594 | | $ | 2,151,596 | | * | | $ | 10,098,180 | | $ | 2,677,970 | | * |
Direct operating expenses | 4,452,949 | | 1,822,537 | | * | | 8,381,689 | | 2,108,617 | | * |
Selling, general and administrative expenses | 568,481 | | 303,378 | | 87% | | 1,420,488 | | 713,922 | | 99% |
Depreciation and amortization | 61,770 | | 59,541 | | 4% | | 195,528 | | 180,877 | | 8% |
Gain on disposal of operating assets | (33,983) | | (1,098) | | * | | (31,057) | | (988) | | * |
| | | | | | | | | | | |
Operating income (loss) | $ | 243,377 | | $ | (32,762) | | * | | $ | 131,532 | | $ | (324,458) | | * |
Operating margin | 4.6 | % | | (1.5) | % | | | | 1.3 | % | | (12.1) | % | | |
AOI | $ | 280,809 | | $ | 59,578 | | * | | $ | 354,587 | | $ | (99,010) | | * |
AOI margin ** | 5.3 | % | | 2.8 | % | | | | 3.5 | % | | (3.7) | % | | |
|
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | % Change |
| 2017 | | 2016 | | | | 2017 | | 2016 | | |
| (in thousands) | | | | (in thousands) | | |
Revenue | $ | 2,939,387 |
| | $ | 2,644,151 |
| | 11% | | $ | 6,052,515 |
| | $ | 5,080,877 |
| | 19% |
Direct operating expenses | 2,497,234 |
| | 2,247,976 |
| | 11% | | 5,057,567 |
| | 4,219,599 |
| | 20% |
Selling, general and administrative expenses | 305,494 |
| | 265,638 |
| | 15% | | 804,562 |
| | 701,093 |
| | 15% |
Depreciation and amortization | 52,344 |
| | 52,188 |
| | —% | | 144,917 |
| | 146,013 |
| | (1)% |
Loss (gain) on disposal of operating assets | (21 | ) | | 241 |
| | * | | (609 | ) | | (162 | ) | | * |
Operating income | $ | 84,336 |
| | $ | 78,108 |
| | 8% | | $ | 46,078 |
| | $ | 14,334 |
| | * |
Operating margin | 2.9 | % | | 3.0 | % | | | | 0.8 | % | | 0.3 | % | | |
AOI** | $ | 154,300 |
| | $ | 130,917 |
| | 18% | | $ | 220,589 |
| | $ | 172,362 |
| | 28% |
AOI margin** | 5.2 | % | | 5.0 | % | | | | 3.6 | % | | 3.4 | % | | |
_______
|
| | | | |
* | Percentages are not meaningful. |
** | See “—Non-GAAP Measures”Measure” above for the definition and reconciliation of AOI and AOI margin. |
Three Months
Revenue
Concerts revenue increased $295.2$3.1 billion during the three months ended September 30, 2022 as compared to the same period of the prior year, primarily due to more shows and festivals in major markets including North America and Europe. In addition, Concerts had incremental revenue of $136.6 million during the three months ended September 30, 20172022 from acquisitions and new venues.
Operating results
Concerts AOI increased $221.2 million and operating income increased $276.1 million for the three months ended September 30, 2022 as compared to the same period of the prior year. Excluding theThe increase of $30.6 million related to currency impacts, revenue increased $264.6 million, or 10%, on a constant currency basis. This increasein AOI was primarily due to moredriven by increases in revenue associated with the higher number of shows in arenas, stadiums and theaters and clubs globally, higher average attendance at our events and incremental revenue of $64.3 million from acquisitions, primarily of concert and festival promotion businesses.festivals discussed above. These increases were partially offset by fewer showsrelated costs, including increased compensation expenses due to increased headcount. The increase in our North America amphitheaters.
Operating results
The increased operating income outside of AOI of $54.9 million is primarily associated to gains on disposals of operating assets of $32.9 million during the third quarter of 2022, lower acquisition expense of $13.5 million for Concerts for the three months ended September 30, 2017 was primarily driven by improved operating results for arena events offset by higher compensation costs associated with salary increases and headcount growth, including recentincurred related to acquisitions and increased acquisition transaction expenses associated withcontingent considerations changes, in the fair valueand lower stock-based compensation of acquisition-related contingent consideration.$10.7 million due to timing of grants.
Nine Months
Revenue
Concerts revenue increased $971.6$7.4 billion during the nine months ended September 30, 2022 as compared to the same period of the prior year, primarily due to more shows and festivals in all of our major markets in 2022. During the first nine months of 2021, shows did not meaningfully resume until pandemic restrictions were lifted late in Q2 and only then in the United States and the United Kingdom. In addition, Concerts had incremental revenue of $410.9 million during the nine months ended September 30, 20172022 from acquisitions and new venues.
Operating results
Concerts AOI increased $453.6 million and operating income increased $456.0 million for the nine months ended September 30, 2022 as compared to the same period of the prior year. Excluding the decrease of $13.1 million related to currency impacts, revenue increased $984.7 million, or 19%, on a constant currency basis. This growthThe increase in AOI was primarily due to more shows in arenas, stadiums and theaters and clubs globally along with higher average attendance at stadium and arena events. Festival activity also increased in Europe driven by newincreases in revenue associated with the higher number of shows and festivals and we had higher tour-related merchandise sales and commissions in the management business. Concerts had incremental revenue of $192.0 million from acquisitions, primarily of concert and festival promotion businesses.discussed above. These increases were partially offset by fewer showshigher compensation expenses due to increased headcount in our North America amphitheaters.
Operating results
existing business along with acquisitions and new venues of $34.3 million. The increase in operating income for Concertsoutside of AOI of $2.4 million is attributable to gains on disposals of operating assets of $30.1 million during 2022, which was partially offset by higher accretion of contingent payments due to improved results of $14.9 million and depreciation and amortization expenses of $14.7 million due to recent acquisitions for the nine months ended September 30, 20172022.
Ticketing
Our Ticketing segment operating results were, and discussions of significant variances are, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | % Change |
| 2022 | | 2021 | | | | 2022 | | 2021 | | |
| | | | | | | | | | | |
| (in thousands) | | | | (in thousands) | | |
Revenue | $ | 531,570 | | $ | 374,237 | | 42% | | $ | 1,587,274 | | $ | 646,560 | | * |
Direct operating expenses | 196,879 | | 111,197 | | 77% | | 541,056 | | 188,330 | | * |
Selling, general and administrative expenses | 192,398 | | 116,796 | | 65% | | 513,601 | | 317,451 | | 62% |
Depreciation and amortization | 25,900 | | 32,040 | | (19)% | | 82,557 | | 103,406 | | (20)% |
Gain on disposal of operating assets | — | | (66) | | * | | (196) | | (66) | | * |
| | | | | | | | | | | |
Operating income | $ | 116,393 | | $ | 114,270 | | 2% | | $ | 450,256 | | $ | 37,439 | | * |
Operating margin | 21.9 | % | | 30.5 | % | | | | 28.4 | % | | 5.8 | % | | |
AOI | $ | 163,176 | | $ | 171,754 | | (5)% | | $ | 600,155 | | $ | 208,418 | | * |
AOI margin ** | 30.7 | % | | 45.9 | % | | | | 37.8 | % | | 32.2 | % | | |
_______ | | | | | |
* | Percentages are not meaningful. |
** | See “—Non-GAAP Measure” above for the definition of AOI margin. |
Three Months
Revenue
Ticketing revenue increased $157.3 million during the three months ended September 30, 2022 as compared to the same period of the prior year. This increase is primarily due to an increase in North America primary and secondary ticket fees driven by more events on sale and upward pricing momentum due to higher fan demand in 2022 as compared to 2021. In addition, Ticketing had incremental revenue of $23.9 million during three months ended September 30, 2022 due to acquisitions.
Operating results
Ticketing AOI decreased by $8.6 million and operating income increased $2.1 million during the three months ended September 30, 2022 as compared to the same period of the prior year. The decrease in AOI was primarily driven by improvedthe associated increases in direct costs to support higher operations and enterprise growth, as well as higher selling, general and administrative expenses attributable to increased compensation expenses from increased headcount for resumed operations. Operating income outside of AOI increased $10.7 million as a result of a decrease in depreciation and amortization expense of $6.1 million primarily due to the retirement of certain office locations during the third quarter of 2021.
Nine Months
Revenue
Ticketing revenue increased $940.7 million during the nine months ended September 30, 2022 as compared to the same period of the prior year, primarily due to an increase in North America primary and secondary ticket fees driven by more events on sale and upward pricing momentum due to higher fan demand in 2022 as compared to the resumption of concerts and sporting events starting late in the second quarter of 2021. Ticketing had incremental revenue of $77.6 million during nine months ended September 30, 2022 due to acquisitions.
Operating results
Ticketing AOI increased $391.7 million and operating results at our events and higher management resultsincome increased $412.8 million during the nine months ended September 30, 2022 as compared to the same period of the prior year. The increase in AOI was primarily driven by increased ticketing activity discussed above as well as incremental operating income from acquisitions of $37.7 million. These increases were partially offset by higher direct operating expenses to support the increased operations and enterprise growth as well as higher selling, general and administrative expenses attributable to increased compensation costs associated with salary increasesexpenses from increased headcount as operations have resumed. Operating income outside of AOI increased $21.1 million as a result of a decrease in depreciation and headcount growth, including recent acquisitions, and increased acquisition transaction expenses associated with changes inamortization expense of $20.8 million primarily due to the fair valueretirement of acquisition-related contingent consideration.certain office locations during 2021.
Sponsorship & Advertising
Our Sponsorship & Advertising segment operating results were, and discussions of significant variances are, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | % Change |
| 2022 | | 2021 | | | | 2022 | | 2021 | | |
| (in thousands) | | | | (in thousands) | | |
Revenue | $ | 343,029 | | $ | 174,449 | | 97% | | $ | 722,504 | | $ | 241,657 | | * |
Direct operating expenses | 72,176 | | 38,281 | | 89% | | 142,443 | | 53,134 | | * |
Selling, general and administrative expenses | 45,342 | | 26,247 | | 73% | | 109,692 | | 65,046 | | 69% |
Depreciation and amortization | 8,505 | | 7,166 | | 19% | | 25,442 | | 21,837 | | 17% |
| | | | | | | | | | | |
| | | | | | | | | | | |
Operating income | $ | 217,006 | | $ | 102,755 | | * | | $ | 444,927 | | $ | 101,640 | | * |
Operating margin | 63.3 | % | | 58.9 | % | | | | 61.6 | % | | 42.1 | % | | |
AOI | $ | 226,234 | | $ | 111,211 | | * | | $ | 474,238 | | $ | 127,755 | | * |
AOI margin ** | 66.0 | % | | 63.7 | % | | | | 65.6 | % | | 52.9 | % | | |
|
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | % Change |
| 2017 | | 2016 | | | | 2017 | | 2016 | | |
| (in thousands) | | | | (in thousands) | | |
Revenue | $ | 157,981 |
| | $ | 136,087 |
| | 16% | | $ | 346,532 |
| | $ | 288,923 |
| | 20% |
Direct operating expenses | 23,371 |
| | 15,510 |
| | 51% | | 60,516 |
| | 44,711 |
| | 35% |
Selling, general and administrative expenses | 21,320 |
| | 20,667 |
| | 3% | | 62,989 |
| | 50,540 |
| | 25% |
Depreciation and amortization | 6,601 |
| | 4,448 |
| | 48% | | 19,512 |
| | 13,777 |
| | 42% |
Operating income | $ | 106,689 |
| | $ | 95,462 |
| | 12% | | $ | 203,515 |
| | $ | 179,895 |
| | 13% |
Operating margin | 67.5 | % | | 70.1 | % | | | | 58.7 | % | | 62.3 | % | | |
AOI** | $ | 113,636 |
| | $ | 100,215 |
| | 13% | | $ | 224,055 |
| | $ | 194,667 |
| | 15% |
AOI margin** | 71.9 | % | | 73.6 | % | | | | 64.7 | % | | 67.4 | % | | |
_______
|
| | | | |
* | Percentages are not meaningful. |
** | See “—Non-GAAP Measures”Measure” above for the definition and reconciliation of AOI and AOI margin. |
Three Months
Revenue
Sponsorship & Advertising revenue increased $21.9$168.6 million during the three months ended September 30, 20172022 as compared to the same period of the prior year primarily driven by increased activity in national and local sponsorship programs, festival sponsorships and purchase path integration largely in the United States. Sponsorship & Advertising had incremental revenue of $21.0 million during three months ended September 30, 2022 from acquisitions.
Operating results
Sponsorship & Advertising AOI increased $115.0 million and operating income increased $114.3 million for the three months ended September 30, 2022 as compared to the same period of the prior year. Excluding the increase of $1.6 million related to currency impacts, revenue increased $20.3 million, or 15%, on a constant currency basis. This growth wasThese increases were primarily due to newincreased revenues from higher sponsorship programs globally, higher online advertising in North Americaactivity discussed above and incremental revenue of $8.0 million from the acquisitions of a sponsorship agency and festival promotion businesses.
Operating results
The increase in Sponsorship & Advertising operating income forfrom acquisitions. The increases were partially offset by increases in direct operating expenses to support higher activity levels as operations resumed during the three months ended September 30, 2017 was primarily driven by new sponsorship programs, higher online sponsorship activity and lower reserves for bad debt.period.
Nine Months
Revenue
Sponsorship & Advertising revenue increased $57.6$480.8 million during the nine months ended September 30, 2017 as compared to the same period of the prior year. Excluding the decrease of $0.9 million related to currency impacts, revenue increased $58.5 million, or 20%, on a constant currency basis. This increase was primarily due to new sponsorship programs, higher online advertising in North America, increased festival activity internationally and incremental revenue of $18.2 million from the acquisitions of a sponsorship agency and festival promotion businesses.
Operating results
The increase in Sponsorship & Advertising operating income for the nine months ended September 30, 2017 was primarily driven by new sponsorship programs, net of higher fulfillment costs, increased online advertising and festival activity and lower reserves for bad debt partially offset by increased compensation costs associated with higher headcount.
Ticketing
Our Ticketing segment operating results were, and discussions of significant variances are, as follows:
|
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | % Change |
| 2017 | | 2016 | | | | 2017 | | 2016 | | |
| (in thousands) | | | | (in thousands) | | |
Revenue | $ | 532,285 |
| | $ | 456,443 |
| | 17% | | $ | 1,510,574 |
| | $ | 1,305,577 |
| | 16% |
Direct operating expenses | 283,236 |
| | 231,979 |
| | 22% | | 805,964 |
| | 673,990 |
| | 20% |
Selling, general and administrative expenses | 144,622 |
| | 124,007 |
| | 17% | | 411,336 |
| | 363,336 |
| | 13% |
Depreciation and amortization | 50,318 |
| | 47,113 |
| | 7% | | 140,881 |
| | 132,789 |
| | 6% |
Loss on disposal of operating assets | 58 |
| | 13 |
| | * | | 65 |
| | 44 |
| | * |
Operating income | $ | 54,051 |
| | $ | 53,331 |
| | 1% | | $ | 152,328 |
| | $ | 135,418 |
| | 12% |
Operating margin | 10.2 | % | | 11.7 | % | | | | 10.1 | % | | 10.4 | % | | |
AOI** | $ | 105,769 |
| | $ | 101,701 |
| | 4% | | $ | 298,113 |
| | $ | 271,298 |
| | 10% |
AOI margin** | 19.9 | % | | 22.3 | % | | | | 19.7 | % | | 20.8 | % | | |
_______
|
| |
* | Percentages are not meaningful. |
** | See “—Non-GAAP Measures” above for definition and reconciliation of AOI and AOI margin. |
Three Months
Revenue
Ticketing revenue increased $75.8 million during the three months ended September 30, 2017 as compared to the same period of the prior year. Excluding the increase of $4.2 million related to currency impacts, revenue increased $71.6 million, or 16%, on a constant currency basis, primarily due to increased primary ticket volume and associated ticket fees, driven by concert events, along with higher resale volume driven by concert and theatrical events.
Operating results
The increase in Ticketing operating income for the three months ended September 30, 2017 was primarily due to improved operating results from higher primary and resale ticket sales partially offset by increased compensation costs associated with higher headcount and increased legal costs.
Nine Months
Revenue
Ticketing revenue increased $205.0 million during the nine months ended September 30, 2017 as compared to the same period of the prior year. Excluding the decrease of $6.7 million related to currency impacts, revenue increased $211.7 million, or 16%, on a constant currency basis, primarily due to increased global primary ticket volume and higher associated ticket fees, driven by concert events, along with higher resale ticket volume driven by concert and theatrical events.
Operating results
The increase in Ticketing operating income for the nine months ended September 30, 2017 was primarily due to improved operating results from higher primary and resale ticket sales partially offset by increased compensation costs associated with higher headcount and increased legal costs.
Consolidated Results of Operations
Three Months
|
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | % Change |
| 2017 | | 2016 | |
| As Reported | | Currency Impacts | | At Constant Currency** | | As Reported | | As Reported | | At Constant Currency** |
| (in thousands) | | | | |
Revenue | $ | 3,559,418 |
| | $ | (36,353 | ) | | $ | 3,523,065 |
| | $ | 3,170,416 |
| | 12% | | 11% |
Operating expenses: | | | | | | | | | | | |
Direct operating expenses | 2,732,926 |
| | (28,689 | ) | | 2,704,237 |
| | 2,428,003 |
| | 13% | | 11% |
Selling, general and administrative expenses | 475,864 |
| | (3,829 | ) | | 472,035 |
| | 414,412 |
| | 15% | | 14% |
Depreciation and amortization | 109,352 |
| | (761 | ) | | 108,591 |
| | 104,862 |
| | 4% | | 4% |
Loss on disposal of operating assets | 37 |
| | 3 |
| | 40 |
| | 253 |
| | * | | * |
Corporate expenses | 39,892 |
| | 1 |
| | 39,893 |
| | 31,600 |
| | 26% | | 26% |
Operating income | 201,347 |
| | $ | (3,078 | ) | | $ | 198,269 |
| | 191,286 |
| | 5% | | 4% |
Operating margin | 5.7 | % | | | | 5.6 | % | | 6.0 | % | | | | |
Interest expense | 26,627 |
| | | | | | 25,249 |
| | | | |
Interest income | (1,471 | ) | | | | | | (625 | ) | | | | |
Equity in losses of nonconsolidated affiliates | 816 |
| | | | | | 17,471 |
| | | | |
Other expense, net | 920 |
| | | | | | 2,606 |
| | | | |
Income before income taxes | 174,455 |
| | | | | | 146,585 |
| | | | |
Income tax expense | 25,685 |
| | | | | | 13,824 |
| | | | |
Net income | 148,770 |
| | | | | | 132,761 |
| | | | |
Net income attributable to noncontrolling interests | 12,377 |
| | | | | | 21,682 |
| | | | |
Net income attributable to common stockholders of Live Nation | $ | 136,393 |
| | | | | | $ | 111,079 |
| | | | |
|
| |
* | Percentages are not meaningful. |
** | See “—Non-GAAP Measures” above for definition of constant currency. |
Equity in losses of nonconsolidated affiliates
Equity in losses of nonconsolidated affiliates for the three months ended September 30, 2016 includes impairment charges of $15.1 million primarily related to investments in a digital content company and an online merchandise company that are located in the United States. There were no significant impairment charges recorded for the three months ended September 30, 2017.
Nine Months
|
| | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | % Change |
| 2017 | | 2016 | |
| As Reported | | Currency Impacts | | At Constant Currency** | | As Reported | | As Reported | | At Constant Currency** |
| (in thousands) | | | | |
Revenue | $ | 7,791,292 |
| | $ | 20,642 |
| | $ | 7,811,934 |
| | $ | 6,557,390 |
| | 19% | | 19% |
Operating expenses: | | | | | | | | | | | |
Direct operating expenses | 5,801,300 |
| | 13,437 |
| | 5,814,737 |
| | 4,817,894 |
| | 20% | | 21% |
Selling, general and administrative expenses | 1,293,557 |
| | 10,583 |
| | 1,304,140 |
| | 1,126,452 |
| | 15% | | 16% |
Depreciation and amortization | 305,817 |
| | 2,545 |
| | 308,362 |
| | 295,241 |
| | 4% | | 4% |
Gain on disposal of operating assets | (507 | ) | | (19 | ) | | (526 | ) | | (1 | ) | | * | | * |
Corporate expenses | 97,711 |
| | 29 |
| | 97,740 |
| | 85,649 |
| | 14% | | 14% |
Operating income | 293,414 |
| | $ | (5,933 | ) | | $ | 287,481 |
| | 232,155 |
| | 26% | | 24% |
Operating margin | 3.8 | % | | | | 3.7 | % | | 3.5 | % | | | | |
Interest expense | 80,564 |
| | | | | | 75,965 |
| | | | |
Interest income | (3,447 | ) | | | | | | (1,831 | ) | | | | |
Equity in losses (earnings) of nonconsolidated affiliates | (2,060 | ) | | | | | | 17,184 |
| | | | |
Other expense (income), net | (5,388 | ) | | | | | | 1,412 |
| | | | |
Income before income taxes | 223,745 |
| | | | | | 139,425 |
| | | | |
Income tax expense | 42,190 |
| | | | | | 26,157 |
| | | | |
Net income | 181,555 |
| | | | | | 113,268 |
| | | | |
Net income (loss) attributable to noncontrolling interests | (3,323 | ) | | | | | | 8,966 |
| | | | |
Net income attributable to common stockholders of Live Nation | $ | 184,878 |
| | | | | | $ | 104,302 |
| | | | |
The following table summarizes the components of depreciation and amortization as reported in each respective period:
|
| | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | % Change | | Nine Months Ended September 30, | | % Change |
| 2017 | | 2016 | | | 2017 | | 2016 | |
| (in thousands) | | | | (in thousands) | | |
Depreciation | $ | 35,817 |
| | $ | 36,618 |
| | (2)% | | $ | 107,530 |
| | $ | 104,100 |
| | 3% |
Amortization of intangibles | 53,410 |
| | 47,827 |
| | 12% | | 143,395 |
| | 132,992 |
| | 8% |
Amortization of nonrecoupable ticketing contract advances *** | 20,125 |
| | 20,502 |
| | (2)% | | 54,892 |
| | 56,983 |
| | (4)% |
Amortization of other assets | — |
| | (85 | ) | | * | | — |
| | 1,166 |
| | * |
| $ | 109,352 |
| | $ | 104,862 |
| | 4% | | $ | 305,817 |
| | $ | 295,241 |
| | 4% |
|
| |
* | Percentages are not meaningful. |
** | See “—Non-GAAP Measures” above for definition of constant currency. |
*** | In accounting for the merger between Live Nation and Ticketmaster Entertainment LLC in January 2010, the nonrecoupable ticketing contract advances that existed at the date of the merger were written off in acquisition accounting in accordance with GAAP. Had we continued amortizing the net book value of these nonrecoupable ticketing contract advances, the amortization above would have been $0.4 million and $0.3 million higher for the three months ended September 30, 2017 and 2016, respectively, and $1.2 million and $1.0 million higher for the nine months ended September 30, 2017 and 2016, respectively. |
Corporate expenses
Corporate expenses increased$12.1 million during the nine months ended September 30, 20172022 as compared to the same period of the prior year, primarily due to increasesincreased activity in contractual bonus accrualsnational and higher headcount.
Equitylocal sponsorship programs, festival sponsorships and purchase path integration largely in losses (earnings)the United States as a result of nonconsolidated affiliates
Equitythe resumption of concert events and festivals starting late in losses (earnings)the second quarter of nonconsolidated affiliates for the2021. Sponsorship & Advertising had incremental revenue of $73.6 million during nine months ended September 30, 2016 includes the impairment charges discussed above in “—Consolidated Results of Operations” for the three-month period. There were no significant impairment charges recorded for the nine months ended September 30, 2017.2022 from acquisitions.
Other expense (income), netOperating results
Other expense (income), net includes the impact of net foreign exchange rate gains of $7.3Sponsorship & Advertising AOI increased $346.5 million and net foreign exchange rate losses of $0.8operating income increased $343.3 million for the nine months ended September 30, 2017 and 2016, respectively, primarily from revaluation of certain foreign currency denominated net assets held internationally.
Income tax expense
For the nine months ended September 30, 2017, we had a net tax expense of $42.2 million on income before income taxes of $223.7 million compared to a net tax expense of $26.2 million on income before income taxes of $139.4 million for the nine months ended September 30, 2016. For the nine months ended September 30, 2017, income tax expense consisted of $38.0 million related to foreign entities, $0.5 million related to United States federal income taxes and $3.7 million related to state and local income taxes. The net increase in tax expense of $16.0 million is due primarily to an increase in earnings in certain non-United States jurisdictions.
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to noncontrolling interests decreased$12.3 million2022 as compared to the same period of the prior yearyear. These increases were primarily due to a losshigher sponsorship activity revenues discussed above as well as incremental operating income of $3.3$28.4 million from acquisitions, and were offset by increases in direct costs and selling, general and administrative expenses to support higher activity levels as operations resumed during the nine months ended September 30, 2017 due to lower operating results from certain festival and management businesses.period.
Liquidity and Capital Resources
Our cash is centrally managed on a worldwide basis. Our primary short-term liquidity needs are to fund general working capital requirements, capital expenditures and debt service requirements while our long-term liquidity needs are primarily related to acquisitions and debt repayment. Our primary sources of funds for our short-term liquidity needs will be cash flows from operations and borrowings under our amended senior secured credit facility, while our long-term sources of funds will be from cash flows from operations, long-term bank borrowings and other debt or equity financings. We may from time to time engage in open market purchases of our outstanding debt securities or redeem or otherwise repay such debt.
Our balance sheet reflects cash and cash equivalents of $1.8$5.0 billion at September 30, 20172022 and $1.5$4.9 billion at December 31, 2016.2021. Included in the September 30, 20172022 and December 31, 20162021 cash and cash equivalents balances are $639.9 million and $591.0 million, respectively,$1.3 billion of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges, thatwhich we refer to as client cash. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis. Our foreign subsidiaries held approximately $733.6 million$1.7 billion in cash and cash equivalents, excluding client cash, at September 30, 2017.2022. We generally do not intend to repatriate these funds, but if we did, we would need to accrue and pay United States federal and state income taxes onas well as any future repatriations, net of applicable foreign tax credits.withholding or transaction taxes on future repatriations. We may from time to time enter into borrowings under our revolving credit facility. If the original maturity of these borrowings is 90 days or less, we present the borrowings and subsequent repayments on a net basis in the statement of cash flows to better represent our financing activities. Our balance sheet reflects total net debt of $2.3$5.7 billion at September 30, 20172022 and December 31, 2016.2021. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.9%4.5% at September 30, 2017.2022, with approximately 87% of our debt at a fixed rate.
Our cash and cash equivalents are held in accounts managed by third-party financial institutions and consist of cash in our operating accounts and invested cash. Cash held in non-interest-bearing and interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. The invested cash is in interest-bearing funds consisting primarily of bank deposits and money market funds. While we monitor cash and cash equivalents balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.markets, including those resulting from the global COVID-19 pandemic.
For our Concerts segment, we generallyoften receive cash related to ticket revenue at our owned or operated venues in advance of the event, which is recorded in deferred revenue until the event occurs. In the United States, this cash is largely associated with events in our owned or operated venues, notably amphitheaters, festivals, theaters and clubs. Internationally, this cash is from a combination of both events in our owned or operated venues, as well as events in third-party venues associated with our promoter’s share of tickets in allocation markets. With the exception of some upfront costs
and artist deposits,advances, which are recorded in prepaid expenses until the event occurs, we pay the majority of event-related expenses at or after the event. Artists are paid when the event occurs under one of several different formulas, which may include fixed guarantees and/or a percentage of ticket sales or event profits, net of any advance they have received. When an event is cancelled, any cash held in deferred revenue is reclassified to accrued expenses as those funds are typically refunded to the fan within 30 days of event cancellation. When a show is rescheduled, fans have the ability to request a refund if they do not want to attend the event on the new date, although historically we have had low levels of refund requests for rescheduled events.
We view our available cash as cash and cash equivalents, less ticketing-related client cash, less event-related deferred revenue, less accrued expenses due to artists and cash collected on behalf of others, plus event-related prepaid expenses. This is essentially our cash available to, among other things, repay debt balances, make acquisitions, pay artist advances and finance capital expenditures.
Our intra-year cash fluctuations are impacted by the seasonality of our various businesses. Examples of seasonal effects include our Concerts segment, which reports the majority of its revenue in the second and third quarters. Cash inflows and outflows depend on the timing of event-related payments but the majority of the inflows generally occur prior to the event. See “—Seasonality” below. We believe that we have sufficient financial flexibility to fund these fluctuations and to access the global capital markets on satisfactory terms and in adequate amounts, although there can be no assurance that this will be the case, and capital could be less accessible and/or more costly given current economic conditions.conditions, including those resulting from the global COVID-19 pandemic. We expect cash flows from operations and borrowings under our amended senior secured credit facility, along with other financing alternatives, to satisfy working capital requirements, capital expenditures and debt service requirements for at least the succeeding year.
We may need to incur additional debt or issue equity to make other strategic acquisitions or investments. There can be no assurance that such financing will be available to us on acceptable terms or at all. We may make significant acquisitions in the near term, subject to limitations imposed by our financing agreements and market conditions.
The lenders under our revolving loans and counterpartiescounterparty to our interest rate hedge agreements consistagreement consists of banks and other third-party financial institutions. While we currently have no indications or expectations that such lenders and counterparties will be unable to fund their commitments as required, we can provide no assurances that future funding availability will not be impacted by adverse conditions in the financial markets.markets, including those resulting from the global COVID-19 pandemic. Should an individual lender default on its obligations, the remaining lenders would not be required to fund the shortfall, resulting in a reduction in the total amount available to us for future borrowings, but would remain obligated to fund their own commitments. Should anythe counterparty to our interest rate hedge agreementsagreement default on its obligations,obligation, we could experience higher interest rate volatility during the period of any such default.
Sources of Cash
In January 2021, we issued $500 million principal amount of 3.75% senior secured notes due 2028. The proceeds were used to pay fees of $7.7 million and repay $75.0 million aggregate principal amount of our senior secured term loan B facility, leaving approximately $417.3 million for general corporate purposes, including acquisitions and organic investment opportunities.
In September 2021, we elected to draw down the $400 million term loan A under the amended senior secured credit facility prior to expiration of the drawdown period on October 17, 2021. We also completed the public offering of 5,239,259 shares of common stock. A portion of the gross proceeds of $455.3 million were used to pay fees of $5.7 million, leaving $449.6 million of net proceeds. We used the net proceeds to fund the acquisition of 51% of the capital stock of OCESA and any remaining proceeds for general corporate purposes.
Amended Senior Secured Credit Facility
In June 2017, we amended our term loan B under the senior secured credit facility reducing the applicable interest rate. At September 30, 2017, ourOur senior secured credit facility consists of (i) a $190$400 million term loan A facility, (ii) a $970$950 million term loan B facility, and (iii) a $365$500 million revolving credit facility and (iv) a $130 million incremental revolving credit facility. SubjectIn addition, subject to certain conditions, we have the right to increase the facilitysuch facilities by an amount equal to the sum of $625(x) $855 million, and(y) the aggregate principal amount of voluntary prepayments of the term loan A and term loan B loans and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) additional amounts so long as the senior secured leverage ratio calculated on a pro-forma basis (as defined in the agreement) is no greater than 3.25x.3.75x. The combined revolving credit facility providesfacilities provide for borrowingborrowings up to the amount of the facility$630 million with sublimits of up to (i) $150 million for the issuance of letters of credit, (ii) $50 million for swingline loans, (iii) $200$300 million for borrowings in Dollars, Euros andor British Pounds and (iv) $50$100 million for borrowings in those or one or more other approved currencies. The amended senior secured credit facility is secured by (i) a first priority lien on substantially all of ourthe tangible and intangible personal property of ourLNE and LNE’s domestic subsidiaries that are guarantors, and (ii)by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65% of each class of capital stock of any first-tier foreign subsidiaries, subject to certain exceptions.
The interest rates per annum applicable to revolving credit facility loans and the term loan A under the amended senior secured credit facility are, at our option, equal to either LIBOREurodollar plus 2.25% or a base rate plus 1.25%, subject to stepdowns based on our net leverage ratio.. The amended interest rates per annum applicable to the term loan B are, at our option, equal to either LIBOREurodollar plus 2.25%1.75% or a base rate plus 1.25%0.75%. We have an interest rate swap agreement that ensures the interest rate on $500.0 million principal amount of our outstanding term loan B does not exceed 3.397% through October 2026. The interest rates per annum applicable to the incremental revolving credit facility are, at our option, equal to either Eurodollar plus 2.5% or a base rate plus 1.5%. We are required to pay a commitment fee of 0.5% per year on the undrawn portion available under the revolving credit facility subject to a stepdown basedand delayed draw term loan A, 1.75% per year on our net leverage ratio,the undrawn portion available under the incremental revolving credit facility and variable fees on outstanding letters of credit.
For the term loan A, we are required to make quarterly payments increasing over time from $2.4$2.5 million to $28.5$5.0 million with the balance due at maturity in October 2021.2024. For the term loan B, we are required to make quarterly payments of $2.4 million with the balance due at maturity in October 2023. The2026. Both the existing and incremental revolving credit facility maturesfacilities mature in October 2021.2024. We are also required to make mandatory prepayments of the loans under the amended credit agreement, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.
Stock Option Exercises
During the nine months ended As of September 30, 2017, we received $44.72022, the outstanding principal amount of our term loan A facility is $387.5 million and term loan B facility is $847.8 million.
There were no borrowings under the revolving credit facilities as of proceedsSeptember 30, 2022. Based on our outstanding letters of credit of $64.1 million, $565.9 million was available for future borrowings from the exerciserevolving credit facilities.
Debt Covenants
Our senior secured credit facility contains a number of covenants and restrictions that, among other things, requires us to satisfy certain financial covenants and restricts our and our subsidiaries’ ability to incur additional debt, make certain investments and acquisitions, repurchase our stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of our business, enter into sale-leaseback transactions, transfer and sell material assets, merge or consolidate, and pay dividends and make distributions (with the exception of subsidiary dividends or distributions to the parent company or other subsidiaries on at least a pro-rata basis with any noncontrolling interest partners). Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the credit facility becoming immediately due and payable. The senior secured credit facility agreement has one covenant, measured quarterly, that relates to total leverage. The consolidated total leverage covenant requires us to maintain a ratio of consolidated total funded debt to consolidated EBITDA (both as defined in the credit agreement) of 5.5x over the trailing four consecutive quarters through September 30, 2017. The consolidated total leverage ratio will reduce to 5.25x on December 31, 2017, 5.0x on December 31, 2018, 4.75x on December 31, 2019 and 4.5x on December 31, 2020.
The indentures governing our 4.875% senior notes and 5.375% senior notes contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to us, merge, consolidate or sell all of our assets, create certain liens, and engage in transactions with affiliates on terms that are not on an arms-length basis. Certain covenants, including those pertaining to incurrence of indebtedness, restricted payments, asset sales, mergers, and transactions with affiliates will be suspended during any period in which the notes are rated investment grade by both rating agencies and no default or event of default under the indenture has occurred and is continuing. The 4.875% senior notes and the 5.375% senior notes contain two incurrence-based financial covenants, as defined, requiring a minimum fixed charge coverage ratio of 2.0x and a maximum secured indebtedness leverage ratio of 3.5x.
Some of our other subsidiary indebtedness includes restrictions on entering into various transactions, such as acquisitions and disposals, and prohibits payment of ordinary dividends. They also have financial covenants including minimum consolidated EBITDA to consolidated net interest payable, minimum consolidated cash flow to consolidated debt service and maximum consolidated debt to consolidated EBITDA, all as defined in the applicable debt agreements.
As of September 30, 2017,2022, we believe we were in compliance with all of our debt covenants.covenants related to our senior secured credit facility and our corporate senior secured notes, senior notes and convertible senior notes. We expect to remain in compliance with all of our debtthese covenants throughout 2017.2022.
Uses of Cash
Acquisitions
When we make acquisitions, the acquired entity may have cash on its balance sheet at the time of acquisition. All amounts related to the use of cash for acquisitions discussed in this section are presented net of any cash acquired. During the nine months ended September 30, 2017,2022, we used $18.8$38.8 million of cash primarily for the acquisitionsacquisition of ticketing businesses located in the United States, the Czech Republic and Poland, a concert promotion business located in ItalyGermany, a ticketing business located in Thailand as well as a sports management business and a controlling interest in an artistvenue management business, both located in the United States. As of the date of acquisition, the acquired businesses had a total of $8.9 million of cash on their balance sheets, primarily related to deferred revenue for future events.
During the nine months ended September 30, 2016,2021, we used $113.1$19.6 million of cash primarily for the acquisitionsacquisition of a concert promoter located in Germany, controlling interests in festival and concert promoters locatedvenue in the United Kingdom and the United States and an artist management business with locations in the United States and Canada. As of the date of acquisition, the acquired businesses had a total of $21.1 million of cash on their balance sheets, primarily related to deferred revenue for future events.States.
Capital Expenditures
Venue and ticketing operations are capital intensive businesses, requiring continual investment in our existing venues and ticketing systems in order to address fan client and artist expectations, technological industry advances and various federal, state and/or local regulations.
We categorize capital outlays between maintenance capital expenditures and revenue generating capital expenditures. Maintenance capital expenditures are associated with the renewal and improvement of existing venues and technology systems, web development and administrative offices. Revenue generating capital expenditures generally relate to the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new online or ticketing tools and other technology enhancements. Revenue generating capital expenditures can also include smaller projects whose purpose is to increase revenue and/or improve operating income. Capital expenditures typically increase during periods when our venues are not in operation since that is the time that such improvements can be completed.
Our capital expenditures, including accruals for amounts incurred but not yet paid for, but net of expenditures funded by outside parties such as landlords and noncontrolling interest partners or replacementsexpenditures funded by insurance proceeds, consisted of the following:
|
| | | | | | | |
| Nine Months Ended September 30, |
| 2017 | | 2016 |
| (in thousands) |
Maintenance capital expenditures | $ | 82,594 |
| | $ | 58,407 |
|
Revenue generating capital expenditures | 89,398 |
| | 62,229 |
|
Total capital expenditures | $ | 171,992 |
| | $ | 120,636 |
|
Maintenance capital expenditures during the first nine months of 2017 increased from the same period of the prior year primarily associated with the relocation of certain office facilities and venue-related projects. | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 |
| (in thousands) |
Revenue generating | $ | 119,620 | | | $ | 67,417 | |
Maintenance | 56,755 | | | 37,181 | |
Total capital expenditures | $ | 176,375 | | | $ | 104,598 | |
Revenue generating capital expenditures during the first nine months of 20172022 increased from the same period of the prior year primarily due to food and beverage and wi-fi enhancements at our amphitheaters, festival site improvementsvenues and higher investmentinvestments in technology.technology-related projects.
Maintenance capital expenditures during the first nine months of 2022 increased from the same period of the prior year primarily due to venue-related and technology-related projects.
We currently expect capital expenditures to be approximately $220$300 million for the full year of 2017.2022.
Cash Flows
|
| | | | | | | |
| Nine Months Ended September 30, |
| 2017 | | 2016 |
| (in thousands) |
Cash provided by (used in): | | | |
Operating activities | $ | 417,262 |
| | $ | 119,516 |
|
Investing activities | $ | (235,499 | ) | | $ | (260,174 | ) |
Financing activities | $ | (25,663 | ) | | $ | (109,700 | ) |
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2022 | | 2021 |
| (in thousands) |
Cash provided by (used in): | | | |
Operating activities | $ | 928,357 | | | $ | 1,024,697 | |
Investing activities | $ | (359,728) | | | $ | (111,759) | |
Financing activities | $ | (175,219) | | | $ | 1,222,321 | |
Operating Activities
Cash provided by operating activities increased $297.7decreased by $96.3 million for the nine months ended September 30, 2017 as compared to the same period of the prior year. During the first nine months of 2017, we delivered higher net income and our accounts payable and accrued liabilities increased based on timing of payments.
Investing Activities
Cash used in investing activities decreased $24.7 million for the nine months ended September 30, 20172022 as compared to the same period of the prior year primarily due to lower net payments for acquisitionsa decrease in deferred revenue during 2022 from the timing of events compared to the buildup of events in 2021 due to the COVID-19 pandemic as well as increase in accounts receivable and prepaid expenses due to the timing of collections and payment of event-related costs. These changes in working capital were partially offset by higher purchasesan increase in operating results, resulting from the resumption of property, plantevents in certain markets starting late in the second quarter of 2021 and equipment. See “—Usescontinuing into the first nine months of Cash” above for further discussion.2022.
Financing
Investing Activities
Cash used in financinginvesting activities decreased $84.0increased by $248.0 million for the nine months ended September 30, 20172022 as compared to the same period of the prior year primarily as a result ofdue to more cash paid for capital expenditures during the current period, and the same period prior year being impacted by higher proceeds from the exercisesale of stock optionsinvestments in nonconsolidated affiliates. See “—Uses of Cash - Capital Expenditures” above for further discussion.
Financing Activities
Cash used in financing activities was $175.2 million for the nine months ended September 30, 2022 as compared to cash provided by financing activities of $1.2 billion for the same period of the prior year primarily due to higher net proceeds in 2021 from debt and fewer purchasesequity issuances. See “—Sources of noncontrolling interests.Cash” above for further discussion.
Seasonality
Our ConcertsInformation regarding the seasonality of our business can be found in Part I—Financial Information—Item 1.—Financial Statements—Note 1—Basis of Presentation and Sponsorship & Advertising segments typically experience higher operating income in the second and third quarters as our outdoor venues and festivals are primarily used in or occur from May through October. In addition, the timing of when tickets are sold and the tours of top-grossing acts can impact comparability of quarterly results year over year, although annual results may not be impacted. Our Ticketing segment revenue is impacted by fluctuations in the availability of events for sale to the public, which vary depending upon scheduling by our clients.Other Information.
Cash flows from our Concerts segment typically have a slightly different seasonality as payments are often made for artist performance fees and production costs for tours in advance of the date the related event tickets go on sale. These artist fees and production costs are expensed when the event occurs. Once tickets for an event go on sale, we generally begin to receive payments from ticket sales at our owned or operated venues and festivals in advance of when the event occurs. We record these ticket sales as revenue when the event occurs.
Market Risk
We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates and interest rates.
Foreign Currency Risk
We have operations in countries throughout the world. The financial results of our foreign operations are measured in their local currencies. Our foreign subsidiaries also carry certain net assets or liabilities that are denominated in a currency other than that subsidiary’s functional currency. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. Currently, we do not operatehave significant operations in any hyper-inflationary countries. Our foreign operations reported an operating income of $134.7$277.2 million for the nine months ended September 30, 2017.2022. We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating income for the nine months ended September 30, 20172022 by $13.5$27.7 million. As of September 30, 2017,2022, our primarymost significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and Canadian Dollar.Mexican Peso. This analysis does not consider the implication such currency fluctuations could have on the overall economic conditions of the United States or other foreign countries in which we operate or on the results of operations of our foreign entities. In addition, the reported carrying value of our assets and liabilities, including the total cash and cash equivalents held by our foreign operations, will also be affected by changes in foreign currency exchange rates.
We primarily use forward currency contracts, in addition to options, to reduce our exposure to foreign currency risk associated with short-term artist fee commitments. We also may enter into forward currency contracts to minimize the risks and/or costs associated with changes in foreign currency rates on forecasted operating income. At September 30, 2017,2022, we had forward currency contracts and options outstanding with a notional amount of $124.3$65.9 million.
Interest Rate Risk
Our market risk is also affected by changes in interest rates. We had $2.4$5.8 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of September 30, 2017,2022. Of the total amount, we had $5.0 billion of which $1.2 billion was fixed-rate debt and $1.2$0.8 billion wasof floating-rate debt.
Based on the amount of our floating-rate debt as of September 30, 2017,2022, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $3.0 million when the floor rate is not applicable.$1.9 million. This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of September 30, 20172022 with no subsequent change in rates for the remainder of the period.
We have oneIn January 2020, we entered into an interest rate capswap agreement with an aggregatethat is designated as a cash flow hedge for accounting purposes to effectively convert a portion of our floating-rate debt to a fixed-rate basis. The swap agreement expires in October 2026, has a notional amount of $5.4$500.0 million at September 30, 2017. The interest rate cap agreementand ensures that a portion of our floating-rate debt does not exceed 4.25% and expires in June 2018. This agreement has not been designated as a hedging instrument. Therefore, any change in fair value is recorded in earnings during the period of change.3.397%.
Ratio of Earnings to Fixed Charges
The ratio of earnings to fixed charges is as follows:
|
| | | | | | | | | | |
Nine months ended September 30, | | Year Ended December 31, |
2017 | | 2016 | | 2016 | | 2015 | | 2014 | | 2013 |
2.63 | | 2.25 | | 1.38 | | 1.03 | | * | | * |
| |
* | For the years ended December 31, 2014 and 2013, fixed charges exceeded earnings before income taxes and fixed charges by $104.0 million and $6.0 million, respectively. |
The ratio of earnings to fixed charges was computed on a total company basis. Earnings represent income before income taxes less equity in undistributed net income (loss) of nonconsolidated affiliates plus fixed charges. Fixed charges represent interest, amortization of debt discount, debt issuance costs and premium and the estimated interest portion of rental charges. Rental charges exclude variable rent expense for events in third-party venues.
Accounting Pronouncements
Information regarding recently issued and adopted accounting pronouncements can be found in Part I — Financial Information—Item 1.—Financial Statements—Note 1—Basis of Presentation and Other Information.
Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenue and expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material.
Management believes that the accounting estimates involved in business combinations, impairment of long-lived assets and goodwill, revenue recognition, and income taxes are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions are described in Part II II—Financial Information—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 20162021 Annual Report on Form 10-K filed with the SEC on February 23, 2017.2022.
There have been no changes to our critical accounting policies during the nine months ended September 30, 2017.2022.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Required information is within Part I — Financial Information—Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to our company, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and our board of directors.
Based on their evaluation as of September 30, 2017,2022, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that (1) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) the information we are required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all possible errors and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There hasWe are in the process of integrating OCESA, which was acquired in December 2021, into our overall internal control over financial reporting process. Other than this integration, there have been no changechanges in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting resulting from the fact that employees are working remotely due to the global COVID-19 pandemic.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding our legal proceedings can be found in Part I I—Financial Information—Item 1. Financial Statements—Note 4—6—Commitments and Contingent Liabilities.
Item 1A. Risk Factors
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Part I Financial Information—I—Item 1A.—Risk Factors of our 20162021 Annual Report on Form 10-K filed with the SEC on February 23, 2017,2022, describes some of the risks and uncertainties associated with our business which have the potential tocould materially and adversely affect our business, financial condition, orcash flows and results of operations.operations, and the trading price of our common stock could decline as a result. We do not believe that there have been any material changes to the risk factors previously disclosed in our 20162021 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.Purchase of Equity Securities
The following table provides information regarding repurchases of our common stock during the three months ended September 30, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Period | | Total Number of Shares Purchased (1) | | Average Price Paid per Share (1) | | Total Number of Shares Purchased as Part of Publicly Announced Program (2) | | Maximum Fair Value of Shares that May Yet Be Purchased Under the Program (2) |
July 2022 | | 6,266 | | | $89.78 | | | | | |
August 2022 | | 42,877 | | | $98.85 | | | | | |
September 2022 | | 4,551 | | | $92.54 | | | | | |
| | 53,694 | | | | | | | |
| | | | | | | | |
(1) Represents shares of common stock that employees surrendered as part of the default option to satisfy withholding taxes in connection with the vesting of restricted stock awards under our stock incentive plan. Pursuant to the terms of our stock plan, such shares revert to available shares under the plan. |
(2) We do not have a publicly announced program to purchase shares of our common stock. Accordingly, there were no shares purchased as part of a publicly announced program. |
Item 3. Defaults Upon Senior Securities
None.
Item 5. Other Information
None.
Item 6. Exhibits
The information in the Exhibit Index
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Exhibit Description | | Incorporated by Reference | | Filed Herewith |
Exhibit No. | | Form | | File No. | | Exhibit No. | | Filing Date | | | |
| | | | | | | | | | | | | | |
31.1 | | | | | | | | | | | | | | X |
31.2 | | | | | | | | | | | | | | X |
32.1 | | | | | | | | | | | | | | X |
32.2 | | | | | | | | | | | | | | X |
101.INS | | XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | | | | | X |
101.SCH | | XBRL Taxonomy Schema Document. | | | | | | | | | | | | X |
101.CAL | | XBRL Taxonomy Calculation Linkbase Document. | | | | | | | | | | | | X |
101.DEF | | XBRL Taxonomy Definition Linkbase Document. | | | | | | | | | | | | X |
101.LAB | | XBRL Taxonomy Label Linkbase Document. | | | | | | | | | | | | X |
101.PRE | | XBRL Taxonomy Presentation Linkbase Document. | | | | | | | | | | | | X |
104 | | Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | | | | | X |
§ Management contract or compensatory plan or arrangement.
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, thereunto duly authorized, on November 2, 2017.3, 2022.
|
| |
LIVE NATION ENTERTAINMENT, INC. |
| |
By: | /s/ Brian Capo |
| Brian Capo |
| Chief Accounting Officer (Duly Authorized Officer) |
EXHIBIT INDEX
|
| | | | | | | | | | | | |
| | Exhibit Description | | Incorporated by Reference | Filed
Here
with LIVE NATION ENTERTAINMENT, INC. |
Exhibit
No.
| | Form | | File No. | | Exhibit No. | | Filing Date | |
31.1By: | | | | | | | | | | | | X/s/ Brian Capo |
31.2 | | | | | | | | | | | | XBrian Capo |
32.1 | | | | | | | | | | | | X |
32.2 | | | | | | | | | | | | X |
101.INS | | XBRL Instance Document. | | | | | | | | | | X |
101.SCH | | XBRL Taxonomy Schema Document. | | | | | | | | | | X |
101.CAL | | XBRL Taxonomy Calculation Linkbase Document. | | | | | | | | | | X |
101.DEF | | XBRL Taxonomy Definition Linkbase Document. | | | | | | | | | | X |
101.LAB | | XBRL Taxonomy Label Linkbase Document. | | | | | | | | | | X |
101.PRE | | XBRL Taxonomy Presentation Linkbase Document. | | | | | | | | | | XAccounting Officer (Duly Authorized Officer) |