Washington, D.C. 20549
LIVE NATION ENTERTAINMENT, INC.
LIVE NATION ENTERTAINMENT, INC.
Item 1. Financial Statements
LIVE NATION ENTERTAINMENT, INC.
LIVE NATION ENTERTAINMENT, INC.
LIVE NATION ENTERTAINMENT, INC.
LIVE NATION ENTERTAINMENT, INC.
LIVE NATION ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION
Preparation of Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, they include all normal and recurring accruals and adjustments necessary to present fairly the results of the interim periods shown.
The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2016our 2023 Annual Report on Form 10-K filed with the SEC on February 23, 2017, as amended by22, 2024.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the Form 10-K/A filed withamounts reported in the SECconsolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. We base our estimates on June 23, 2017.historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Seasonality
Due toOur Concerts and Sponsorship & Advertising segments typically experience higher revenue and operating income in the seasonal nature of shows atsecond and third quarters as our outdoor amphitheatersvenue concerts and festivals which primarily occur from May through October the Concerts and Sponsorship & Advertising segments experience higher revenue during the second and third quarters. Thein most major markets. Our Ticketing segment’ssegment revenue is impacted by fluctuations in the availability and timing of events for sale to the public, which vary depending upon scheduling by itsour clients. The Company’s
Cash flows from our Concerts segment typically have a slightly different seasonality as partial 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 in advance of when the event occurs. In the United States, this cash is largely associated with events in our 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. We record these ticket sales as revenue when the event occurs. Our seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year. Therefore,
We expect our seasonality trends to evolve as we continue to expand our global operations.
Variable Interest Entities
In the resultsnormal course of business, we enter into joint ventures or make investments in companies that will allow us to dateexpand our core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity at risk is insufficient to permit it to carry on its activities without additional financial support from its equity owners. In determining whether we are not necessarily indicativethe primary beneficiary of a VIE, we assess whether we have the power to direct activities that most significantly impact the economic performance of the results expected forentity and have the full year.obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The activities we believe most significantly impact the economic performance of our VIEs include the unilateral ability to approve the annual budget, to terminate key management and to approve entering into agreements with artists, among others. We have certain rights and obligations related to our involvement in the VIEs, including the requirement to provide operational cash flow funding.
As of March 31, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $928 million and $940 million of assets and $590 million and $592 million of liabilities, respectively, related to VIEs included in our balance sheets. None of our VIEs are significant on an individual basis.
Cash and Cash Equivalents
Included in the September 30, 2017March 31, 2024 and December 31, 20162023 cash and cash equivalents balance is $639.9 million$1.4 billion and $591.0 million,$1.5 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients. We generally do not utilize client cash for our own financing or investing activities as the clients.amounts are payable to our clients on a regular basis. These amounts due to our clients are included in accounts payable, client accounts.
During the first nine monthsIncome Taxes
Each reporting period, the Company evaluateswe evaluate the realizability of all of itsour deferred tax assets in each tax jurisdiction. As of September 30, 2017, the CompanyMarch 31, 2024, we continued to maintain a full valuation allowance against itsour net deferred tax assets in certain jurisdictions due to cumulative pre-tax losses. As a result of the valuation allowances, no tax benefits have been recognized for losses incurred, if any, in those tax jurisdictions for the first ninethree months of 2017 and 2016.2024.
Accounting Pronouncements - Recently Adopted
In March 2016,June 2022, the FASB issued guidance clarifying that the assessment of whether an embedded contingent put or call option is clearly and closely related to the debt instrument only requires an analysis pursuant to the four-step decision sequence outlined in theAccounting Standards Update 2022-03, which clarifies guidance for embedded derivatives. The guidance should be appliedfair value measurement of an equity security subject to existing debt instruments using a modified retrospective method as of the beginning of the period of adoption. The Companycontractual sale restriction and establishes new disclosure requirements for such equity securities. We adopted this guidance on January 1, 2017, and the2024. The adoption did not have an impact on its financial position or results of operations.
In October 2016, the FASB issued guidance that requires a single decision maker evaluating whether it is the primary beneficiary of a variable interest entity to consider its indirect interests held by related parties that are under common control on a proportionate basis as opposed to considering those interests in their entirety as required by current guidance. The guidance should be applied retrospectively. The Company adopted this guidance on January 1, 2017, and the adoption did not have an impact on its financial position or results of operations.
In December 2016, the FASB issued guidance making technical corrections and improvements, which includes an update clarifying how to account for arrangements that include a license to use internal-use software acquired from third parties. The guidance for this specific technical correction should be applied prospectively. The Company adopted this guidance on January 1, 2017, and the adoption did not have a material effect on its financial position or results of operations.
Accounting Pronouncements - Not Yet Adopted
Revenue Recognition
In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The FASB continues to issue important guidance clarifying certain guidelines of the standard including (1) reframing the indicators in the principal versus agent guidance to focus on evidence that a company is acting as a principal rather than agent and (2) identifying performance obligations and licensing. The standard is effective for annual periods beginning after December 15, 2017 and interim periods within that year. Early adoption of the standard is only permitted for annual periods beginning after December 15, 2016 and interim periods within that year. The guidance should be applied retrospectively, either to each prior period presented in the financial statements, or only to the most current reporting period presented in the financial statements with a cumulative-effect adjustment as of the date of adoption.
To assess the impact of the standard, the Company has dedicated certain of its personnel to lead the implementation effort and has supplemented them with additional external resources. These personnel reviewed the amended guidance and subsequent clarifications and attended multiple training sessions in order to understand the potential impact the new standard could have on the Company’s revenue streams. Surveys were sent to and completed by divisional finance managers in order to obtain a more detailed understanding of the contracts within each division and follow-up meetings with these divisions were then conducted. Based on the results of these surveys and meetings, the Company judgmentally selected a sample of contracts based on size and complexity and ensuring all major revenue streams were represented. The Company has completed its review of all the selected contracts and has compiled and summarized the results for its final review and analysis.
Based on the procedures performed to date, the Company believes it has identified all material contract types and costs that may be impacted by the new guidance and it is nearing the completion of its assessment. The Concerts segment, representing approximately 70% of the Company’s 2016 consolidated revenue, is not expected to experience a change in its revenue recognition as the Company believes this revenue should continue to be deferred until the event date under the new standard. For the Ticketing segment, representing approximately 22% of 2016 consolidated revenue, the Company has concluded that it will no longer present payments to certain third parties as an expense and will begin reflecting these payments as a reduction of revenue. The Company is reviewing the payments that will be reflected as a reduction of revenue and expects to finalize the impact this change will have on both the Company's consolidated revenue and its Ticketing segment's revenue in the fourth quarter of 2017. The timing of revenue recognition is not expected to change for the Ticketing business. The remaining revenue streams of the Company are not expected to be impacted by the new guidance.
The Company will finalize its conclusions in 2017 and ensure that it can produce the data necessary for the required disclosures along with assessing changes to internal controls and processes that may be required to comply with the new revenue recognition and disclosure requirements. The Company will adopt this standard on January 1, 2018, applying it retrospectively to each prior period presented in the financial statements.
Other Pronouncements
In January 2016, the FASB issued amendments for the recognition, measurement, presentation and disclosure of financial instruments. Among other things, the guidance requires equity investments that do not result in consolidation and are not accounted for under the equity method to be measured at fair value with any change in fair value recognized in net income unless the investments do not have readily determinable fair values. The amendments are effective for annual periods beginning after December 15, 2017 and interim periods within that year. Early adoption is not permitted for most of the amendments. The amendments are to be applied through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption with the exception of equity investments without readily determinable fair values, which will be applied prospectively. The Company will adopt this guidance on January 1, 2018, and does not expect the adoption to have a material impact on itsour consolidated financial position and results of operations.statements.
In February 2016,November 2023, the FASB issued guidanceAccounting Standards Update 2023-07, which expands segment disclosures by requiring disclosure of significant segment expenses that requires lesseesare regularly provided to recognize most leases on their balance sheet asthe chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a lease liabilityreportable segment’s profit or loss and a right-of-use asset, and to disclose key information about leasing arrangements. Theassets. This guidance is effective for annual periodsfiscal years beginning after December 15, 20182023, and for interim periods within that year, andfiscal years beginning after December 15, 2024, with early adoption is permitted. The guidance should be applied on a modified retrospective basis. The Company expects to adopt this guidance on January 1, 2019, and is currently evaluating the impact thatof adopting this guidance will have on its financial position and resultsguidance.
In October 2016, the FASB issued guidance that requires companies to recognize the income tax effects of intercompany sales and transfers of assets, other than inventory, in the period in which the transfer occurs. That is a change from current guidance which requires companies to defer the income tax effects of intercompany transfers of assets until the asset has been
sold to an outside party or otherwise recognized. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within that year, and early adoption is permitted. The guidance should be applied on a modified retrospective basis. The Company expects to adopt this guidance on January 1, 2018, and the adoption will not impact its financial position or results of operations.
In January 2017, the FASB issued guidance that changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within that year, and early adoption is permitted. The guidance should be applied prospectively to any transactions occurring within the period of adoption. The Company expects to adopt this guidance on January 1, 2018, and will apply it prospectively to acquisitions occurring on or after January 1, 2018.
In January 2017, the FASB issued guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for annual periods beginning after December 15, 2019 and interim periods within that year, and early adoption is permitted. The guidance should be applied prospectively to goodwill impairment tests performed within the period of adoption. The Company will adopt this guidance effective October 1, 2017 and apply it prospectively to impairment tests beginning in the year of adoption.
NOTE 2—LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL
Property, Plant and Equipment, Net
Property, plant and equipment includes expenditures for the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements along with the renewal and improvement of existing venues and technology systems, web development and administrative offices.
Property, plant and equipment, net, consisted of the following: | | | | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 |
| | (in thousands) |
Land, buildings and improvements | | $ | 2,085,796 | | | $ | 2,043,595 | |
Computer equipment and capitalized software | | 903,837 | | | 888,065 | |
Furniture and other equipment | | 651,519 | | | 646,966 | |
Construction in progress | | 318,633 | | | 317,028 | |
Property, plant and equipment, gross | | 3,959,785 | | | 3,895,654 | |
Less: accumulated depreciation | | 1,843,153 | | | 1,794,191 | |
Property, plant and equipment, net | | $ | 2,116,632 | | | $ | 2,101,463 | |
Definite-lived Intangible Assets
The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the ninethree months ended September 30, 2017:March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue- generating contracts | | Client / vendor relationships | | Venue management and leaseholds | | Trademarks and naming rights | | | | Technology and Other (1) | | Total |
| (in thousands) |
Balance as of December 31, 2023: | | | | | | | | | | | | | |
Gross carrying amount | $ | 925,257 | | | $ | 583,436 | | | $ | 226,788 | | | $ | 183,493 | | | | | $ | 20,220 | | | $ | 1,939,194 | |
Accumulated amortization | (336,625) | | | (251,649) | | | (79,218) | | | (104,036) | | | | | (6,045) | | | (777,573) | |
Net | 588,632 | | | 331,787 | | | 147,570 | | | 79,457 | | | | | 14,175 | | | 1,161,621 | |
Gross carrying amount: | | | | | | | | | | | | | |
Acquisitions and additions—current year | 57,447 | | | — | | | — | | | — | | | | | 129 | | | 57,576 | |
Acquisitions and additions—prior year | (2,479) | | | 3,894 | | | (237) | | | (63) | | | | | — | | | 1,115 | |
| | | | | | | | | | | | | |
Foreign exchange | 4,938 | | | (2,807) | | | (946) | | | 842 | | | | | (41) | | | 1,986 | |
Other (2) | (596) | | | (1,145) | | | (4,202) | | | (869) | | | | | 47 | | | (6,765) | |
Net change | 59,310 | | | (58) | | | (5,385) | | | (90) | | | | | 135 | | | 53,912 | |
Accumulated amortization: | | | | | | | | | | | | | |
Amortization | (27,378) | | | (21,851) | | | (6,450) | | | (4,520) | | | | | (1,806) | | | (62,005) | |
| | | | | | | | | | | | | |
Foreign exchange | 311 | | | 2,113 | | | 569 | | | 279 | | | | | (346) | | | 2,926 | |
Other (2) | 596 | | | 1,145 | | | 4,222 | | | 47 | | | | | 319 | | | 6,329 | |
Net change | (26,471) | | | (18,593) | | | (1,659) | | | (4,194) | | | | | (1,833) | | | (52,750) | |
Balance as of March 31, 2024: | | | | | | | | | | | | | |
Gross carrying amount | 984,567 | | | 583,378 | | | 221,403 | | | 183,403 | | | | | 20,355 | | | 1,993,106 | |
Accumulated amortization | (363,096) | | | (270,242) | | | (80,877) | | | (108,230) | | | | | (7,878) | | | (830,323) | |
Net | $ | 621,471 | | | $ | 313,136 | | | $ | 140,526 | | | $ | 75,173 | | | | | $ | 12,477 | | | $ | 1,162,783 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue- generating contracts | | Client / vendor relationships | | Trademarks and naming rights | | Non-compete agreements | | Technology | | Venue management and leaseholds | | Other | | Total |
| (in thousands) |
Balance as of December 31, 2016: | | | | | | | | | | | | |
Gross carrying amount | $ | 760,398 |
| | $ | 402,009 |
| | $ | 94,338 |
| | $ | 65,992 |
| | $ | 53,078 |
| | $ | 54,001 |
| | $ | 4,014 |
| | $ | 1,433,830 |
|
Accumulated amortization | (316,800 | ) | | (213,785 | ) | | (23,724 | ) | | (22,099 | ) | | (13,637 | ) | | (29,664 | ) | | (2,090 | ) | | (621,799 | ) |
Net | 443,598 |
| | 188,224 |
| | 70,614 |
| | 43,893 |
| | 39,441 |
| | 24,337 |
| | 1,924 |
| | 812,031 |
|
Gross carrying amount: | | | | | | | | | | | | | | |
Acquisitions— current year | — |
| | 22,635 |
| | — |
| | — |
| | 12,037 |
| | 820 |
| | — |
| | 35,492 |
|
Acquisitions— prior year | (6,724 | ) | | — |
| | 35,464 |
| | — |
| | 1,120 |
| | — |
| | — |
| | 29,860 |
|
Foreign exchange | 21,823 |
| | 9,069 |
| | 1,402 |
| | 2,229 |
| | 2,170 |
| | 2,513 |
| | 22 |
| | 39,228 |
|
Other(1) | (5,027 | ) | | (3,009 | ) | | — |
| | (1 | ) | | (305 | ) | | — |
| | (247 | ) | | (8,589 | ) |
Net change | 10,072 |
| | 28,695 |
| | 36,866 |
| | 2,228 |
| | 15,022 |
| | 3,333 |
| | (225 | ) | | 95,991 |
|
Accumulated amortization: | | | | | | | | | | | | | | |
Amortization | (63,368 | ) | | (45,688 | ) | | (10,008 | ) | | (10,407 | ) | | (9,860 | ) | | (3,524 | ) | | (540 | ) | | (143,395 | ) |
Foreign exchange | (8,966 | ) | | (3,868 | ) | | (499 | ) | | (984 | ) | | (718 | ) | | (1,385 | ) | | (6 | ) | | (16,426 | ) |
Other(1) | 5,067 |
| | 2,969 |
| | 10 |
| | 8 |
| | 312 |
| | — |
| | 342 |
| | 8,708 |
|
Net change | (67,267 | ) | | (46,587 | ) | | (10,497 | ) | | (11,383 | ) | | (10,266 | ) | | (4,909 | ) | | (204 | ) | | (151,113 | ) |
Balance as of September 30, 2017: | | | | | | | | | | | | |
Gross carrying amount | 770,470 |
| | 430,704 |
| | 131,204 |
| | 68,220 |
| | 68,100 |
| | 57,334 |
| | 3,789 |
| | 1,529,821 |
|
Accumulated amortization | (384,067 | ) | | (260,372 | ) | | (34,221 | ) | | (33,482 | ) | | (23,903 | ) | | (34,573 | ) | | (2,294 | ) | | (772,912 | ) |
Net | $ | 386,403 |
| | $ | 170,332 |
| | $ | 96,983 |
| | $ | 34,738 |
| | $ | 44,197 |
| | $ | 22,761 |
| | $ | 1,495 |
| | $ | 756,909 |
|
______________(1) Other primarily includes intangible assets for non-compete agreements.
(1) (2) Other primarily includes netdowns of fully amortized or impaired assets.
Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitionsacquisition of an artist managementa festival promotion business located in the United States, a concert promotion business located in ItalyStates.
The 2024 acquisitions and various ticketing businesses located in the United States and the Czech Republic.
Included in the prior year acquisitions amounts above are changes primarily associated with the acquisitions of festival promotion businesses located in the United States and Australia.
The 2017 additions to definite-lived intangible assets from acquisitions havehad weighted-average lives as follows:
| | | | | |
| Weighted- Average Life (years) |
Revenue-generating contracts | 10 |
| |
| |
| |
| |
Technology | Weighted-
Average
Life (years) 3 |
| Client/vendor relationships | 6
Technology | 4 |
Venue management and leaseholds | 3 |
All categories | 510 |
Amortization of definite-lived intangible assets for the three months ended September 30, 2017March 31, 2024 and 20162023 was $53.4$62.0 million and $47.8 million for each respective period, and for the nine months ended September 30, 2017 and 2016 was $143.4 million and $133.0$57.5 million, respectively. Amortization related to nonrecoupable ticketing contract advances for the three months ended September 30, 2017 and 2016 was $20.1 million and $20.5 million, respectively, and for the nine months ended September 30, 2017 and 2016 was $54.9 million and $57.0 million, respectively.
As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization expense may vary.
Goodwill
In 2016, the Company’s reportable segments were Concerts, Sponsorship & Advertising, Ticketing and Artist Nation. Beginning in 2017, the Company no longer presents Artist Nation as a reportable segment and now includes the business previously reported in the Artist Nation segment in the Concerts segment. See further discussion of the segment change in Note 6—Segment Data. The Company’s reporting units reviewed for goodwill impairment remain unchanged.
The following table presents the changes in the carrying amount of goodwill in each of the Company’sour reportable segments for the ninethree months ended September 30, 2017:March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | | Ticketing | | Sponsorship & Advertising | | | Total |
| (in thousands) |
Balance as of December 31, 2023: | | | | | | | | |
Goodwill | $ | 1,439,579 | | | $ | 1,012,530 | | | $ | 674,720 | | | | $ | 3,126,829 | |
Accumulated impairment losses | (435,363) | | | — | | | — | | | | (435,363) | |
Net | 1,004,216 | | | 1,012,530 | | | 674,720 | | | | 2,691,466 | |
| | | | | | | | |
Acquisitions—current year | 2,334 | | | — | | | — | | | | 2,334 | |
Acquisitions—prior year | 8,772 | | | — | | | — | | | | 8,772 | |
| | | | | | | | |
Dispositions | 88 | | | — | | | — | | | | 88 | |
Foreign exchange | (10,091) | | | 3,082 | | | 3,829 | | | | (3,180) | |
| | | | | | | | |
Balance as of March 31, 2024: | | | | | | | | |
Goodwill | 1,440,682 | | | 1,015,612 | | | 678,549 | | | | 3,134,843 | |
Accumulated impairment losses | (435,363) | | | — | | | — | | | | (435,363) | |
Net | $ | 1,005,319 | | | $ | 1,015,612 | | | $ | 678,549 | | | | $ | 2,699,480 | |
|
| | | | | | | | | | | | | | | |
| Concerts | | Sponsorship & Advertising | | Ticketing | | Total |
| (in thousands) |
Balance as of December 31, 2016: | | | | | | | |
Goodwill | $ | 1,017,020 |
| | $ | 395,826 |
| | $ | 739,105 |
| | $ | 2,151,951 |
|
Accumulated impairment losses | (404,863 | ) | | — |
| | — |
| | (404,863 | ) |
Net | 612,157 |
| | 395,826 |
| | 739,105 |
| | 1,747,088 |
|
Acquisitions—current year | 8,259 |
| | — |
| | 11,239 |
| | 19,498 |
|
Acquisitions—prior year | (22,095 | ) | | (9,821 | ) | | 882 |
| | (31,034 | ) |
Foreign exchange | 9,765 |
| | 9,573 |
| | 9,622 |
| | 28,960 |
|
Balance as of September 30, 2017: | | | | | | | |
Goodwill | 1,012,949 |
| | 395,578 |
| | 760,848 |
| | 2,169,375 |
|
Accumulated impairment losses | (404,863 | ) | | — |
| | — |
| | (404,863 | ) |
Net | $ | 608,086 |
| | $ | 395,578 |
| | $ | 760,848 |
| | $ | 1,764,512 |
|
Included in the current year acquisitions amounts above is goodwill associated with the acquisitions of various ticketing businesses located in the United States, an artist management business located in the United States and a concert promotion business located in Italy.
Included in the prior year acquisitions amounts aboveWe are changes primarily associated with the acquisitions of festival promotion businesses located in the United States and Australia.
The Company is in various stages of finalizing itsour acquisition accounting for recent acquisitions, which may include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and itsour allocation between segments.
Investments in Nonconsolidated Affiliates
At March 31, 2024 and December 31, 2023, we had investments in nonconsolidated affiliates of $513.1 million and $447.5 million, respectively, included in other long-term assets on our consolidated balance sheets.
NOTE 3—3—LEASES
The significant components of operating lease expense are as follows:
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2024 | | 2023 |
| | | | | (in thousands) |
Operating lease expense | | | | | $ | 65,736 | | | $ | 65,329 | |
Variable and short-term lease expense | | | | | 25,195 | | | 31,342 | |
Sublease income | | | | | (1,409) | | | (2,188) | |
Net lease expense | | | | | $ | 89,522 | | | $ | 94,483 | |
Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables. Contingent rent obligations, including those related to subsequent changes in the prevailing index or market rate after lease inception, are not included in the initial measurement of the lease asset or liability and are recorded as rent expense in the period that the contingency is resolved.
Supplemental cash flow information for our operating leases is as follows:
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2024 | | 2023 |
| (in thousands) |
Cash paid for amounts included in the measurement of lease liabilities | $ | 79,177 | | | $ | 73,489 | |
Lease assets obtained in exchange for lease obligations, net of terminations | $ | 10,950 | | | $ | 43,636 | |
As of March 31, 2024, we have additional operating leases that have not yet commenced with total lease payments of $113.8 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from April 2024 to June 2030 with lease terms ranging from 2 to 30 years.
NOTE 4—LONG-TERM DEBT
Long-term debt, which includes finance leases, consisted of the following: | | | | | | | | | | | | | | | | | | | | |
| | | | March 31, 2024 | | December 31, 2023 |
| | | | (in thousands) |
Senior Secured Credit Facility: | | | |
| | | | |
| | | | |
| Term loan B | 834,718 | | | 836,903 | |
| Revolving credit facility | — | | | 370,000 | |
6.5% Senior Secured Notes due 2027 | 1,200,000 | | | 1,200,000 | |
3.75% Senior Secured Notes due 2028 | 500,000 | | | 500,000 | |
4.875% Senior Notes due 2024 | 575,000 | | | 575,000 | |
5.625% Senior Notes due 2026 | 300,000 | | | 300,000 | |
4.75% Senior Notes due 2027 | 950,000 | | | 950,000 | |
| | | |
2.0% Convertible Senior Notes due 2025 | 400,000 | | | 400,000 | |
3.125% Convertible Senior Notes due 2029 | 1,000,000 | | | 1,000,000 | |
Other long-term debt | 505,980 | | | 511,210 | |
Total principal amount | 6,265,698 | | | 6,643,113 | |
Less: unamortized discounts and debt issuance costs | (46,225) | | | (49,701) | |
Total long-term debt, net of unamortized discounts and debt issuance costs | 6,219,473 | | | 6,593,412 | |
Less: current portion | 1,137,262 | | | 1,134,386 | |
Total long-term debt, net | $ | 5,082,211 | | | $ | 5,459,026 | |
| | | | | | |
Future maturities of long-term debt at March 31, 2024 are as follows:
| | | | | |
| (in thousands) |
Remainder of 2024 | $ | 1,128,810 | |
2025 | 25,700 | |
2026 | 1,398,192 | |
2027 | 2,153,870 | |
2028 | 1,515,542 | |
Thereafter | 43,584 | |
Total | $ | 6,265,698 | |
All long-term debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above. See Note 5 – Fair Value Measurements for discussion of the fair value measurement of our long-term debt.
Other Long-term Debt
As of March 31, 2024, other long-term debt includes $275.0 million for a note due in 2026 related to an acquisition of a venue management business during the first quarter of 2023 in the United States and $124.4 million for a Euro denominated note due in 2024.
NOTE 5—FAIR VALUE MEASUREMENTS
Recurring
The following table shows the fair value of the Company’sour significant financial assets that are required to be measured at fair value on a recurring basis, which are classified on the consolidated balance sheets as cash and cash equivalents:equivalents.
| | Estimated Fair Value | | | Estimated Fair Value |
| March 31, 2024 | | | March 31, 2024 | | December 31, 2023 |
| Level 1 | | | Level 1 | | Level 2 | | Total | | Level 1 | | Level 2 | | Total |
| (in thousands) | | | (in thousands) |
Assets: | |
Cash equivalents | |
Cash equivalents | |
Cash equivalents | |
Interest rate swaps | |
| | | Fair Value Measurements at |
| September 30, 2017 | | December 31, 2016 |
| Level 1 |
| (in thousands) |
Assets: | | | |
Cash equivalents | $ | 109,722 |
| | $ | 55,081 |
|
The Company has cash
Cash equivalents which consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market. The fair value for our interest rate swaps are based upon inputs corroborated by observable market which are considered to be Level 1 inputs as defined in the FASB guidance.data with similar tenors.
The Company’sOur outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs. The Company’sOur debt is not publicly traded and the carrying amounts typically approximate fair value for debt that accrues interest at a variable rate, which are considered to be Level 2 inputs as defined in the FASB guidance.
The following table presents the estimated fair values of the Company’s 5.375%our senior secured notes, 4.875% senior notes and 2.5% convertible senior notes were $260.5 million, $596.4 million and $364.3 million, respectively, at September 30, 2017. The estimated fair values of the 5.375% senior notes, 4.875% senior notes and 2.5% convertible senior notes were $259.7 million, $578.5 million and $294.6 million, respectively, at December 31, 2016. notes:
| | | | | | | | | | | |
| Estimated Fair Value at |
| March 31, 2024 | | December 31, 2023 |
| Level 2 |
| (in thousands) |
6.5% Senior Secured Notes due 2027 | $ | 1,214,040 | | | $ | 1,222,608 | |
3.75% Senior Secured Notes due 2028 | $ | 464,685 | | | $ | 469,515 | |
4.875% Senior Notes due 2024 | $ | 572,177 | | | $ | 570,412 | |
5.625% Senior Notes due 2026 | $ | 297,102 | | | $ | 297,606 | |
4.75% Senior Notes due 2027 | $ | 908,210 | | | $ | 913,653 | |
2.0% Convertible Senior Notes due 2025 | $ | 445,020 | | | $ | 423,668 | |
3.125% Convertible Senior Notes due 2029 | $ | 1,203,590 | | | $ | 1,136,160 | |
The estimated fair value of the Company’sour third-party fixed-rate debt is based on quoted market prices in active markets for the same or similar debt, which are considered to be Level 2 inputs. The Company had fixed-rate debt held by noncontrolling interest partners with
Non-recurring
For the three months ended March 31, 2024, we recorded a facegain related to an investment in a nonconsolidated affiliate of $31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $32.6 million, as a component of other income, net. To calculate the gain on the investment, we remeasured the investment to fair value of $37.5$142.2 million and $35.7 million at September 30, 2017 and December 31, 2016, respectively. The Company is unableusing an observable price from orderly transactions for a similar investment of the same issuer. We remeasured the warrant to determine a fair value of $52.6 million using an option pricing model.
For the three months ended March 31, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $24.3 million, as a component of other income, net. The gain was related to the acquisition of a controlling interest in a concert business, which was previously accounted for this debt.as an equity-method investment. To calculate the gain, we remeasured the investment to fair value of $35.2 million using the income approach method.
The key inputs in these fair value measurements include a future cash flow projection, including revenue, profit margins, and adjustment related to discount for lack of marketability. The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs.
For the three months ended March 31, 2023, there were no significant non-recurring fair value measurements.
NOTE 4—6—COMMITMENTS AND CONTINGENT LIABILITIES
In December 2015, a company called SongkickLitigation
Consumer Class Actions
The following putative class action lawsuits were filed an antitrust lawsuit against Live Nation and/or Ticketmaster in Canada: Thompson-Marcial and Smith v. Ticketmaster L.L.C.Canada Holdings ULC (Ontario Superior Court of Justice, filed September 2018); McPhee v. Live Nation Entertainment, Inc., et al. (Superior Court of Quebec, District of Montreal, filed September 2018); Crystal Watch v. Live Nation Entertainment, Inc., et al. (Court of Queen’s Bench for Saskatchewan, by amendments filed September 2018); and Gomel v. Live Nation Entertainment, Inc., et al. (Supreme Court of British Columbia, Vancouver Registry, filed October 2018). Similar putative class actions were filed in the U.S. DistrictUnited States during the same time period, but as of November 2020, each of the lawsuits filed in the United States has been dismissed with prejudice.
The Canadian lawsuits make similar factual allegations that Live Nation and/or Ticketmaster engage in conduct that is intended to encourage the resale of tickets on secondary ticket exchanges at elevated prices. Based on these allegations, each plaintiff asserts violations of different provincial and federal laws. Each plaintiff also seeks to represent a class of individuals who purchased tickets on a secondary ticket exchange, as defined in each plaintiff’s complaint. The Watch complaint also makes claims related to Ticketmaster’s fee display practices on the primary market. The complaints seek a variety of remedies, including unspecified compensatory damages, punitive damages, restitution, injunctive relief and attorneys’ fees and costs.
In April 2021, the court in the Gomel lawsuit declined to certify all claims other than those pled under British Columbia’s Business Practices and Consumer Protection Act and claims for punitive damages. The court did certify a class of British Columbia residents who purchased tickets to an event in Canada on any secondary market exchange from June 2015 through April 2021 that were initially purchased on Ticketmaster.ca. In May 2021, Ticketmaster and Live Nation filed a notice of appeal of the class certification ruling, and the plaintiff filed a cross-appeal shortly thereafter. The appeals were heard in early February 2023. In July 2023, the Court of Appeal for British Columbia issued its ruling, finding that the trial court erred by certifying common issues related to damages in the absence of any evidence supporting a plausible methodology to determine damages on a class-wide basis and remitted the matter back to the motion judge to reconsider his ruling. The Court of Appeal also allowed plaintiff’s cross-appeal in part, certified plaintiff’s proposed common issue regarding restoration, and remitted the plaintiff’s proposed common issues regarding his Competition Act and Unjust Enrichment claims to the motion judge for reconsideration. In September 2023, Ticketmaster and Live Nation filed an application for leave to appeal the Court of Appeal decision to the Supreme Court of Canada. The Court declined to hear the appeal. The matter will now return to the trial court for reconsideration, where plaintiff must demonstrate a plausible methodology to determine damages on a class-wide basis and some basis in fact for the Central Districtcommon issues related to the Competition Act and Unjust Enrichment claims.
The court in the Watch matter issued its class certification ruling in November 2022. The court declined to certify and dismissed all claims other than those pled under provincial consumer protection statutes relating to drip pricing and certified a class of California. The suit alleged, among other complaints, thatconsumers who purchased tickets between September 2015 and June 2018 from Ticketmaster.ca on the defendants monopolized certain markets and engaged in certain exclusionary and anticompetitive conduct, ultimately causing harm to Songkick in a product market that it refers to as “artist presale ticketing services.”primary market. In December 2022, the spring of 2016, Live Nation and Ticketmaster L.L.C. prevailed in a partial motion to dismiss, and shortly thereafter asserted counterclaims against Songkick, alleging that Songkick tortiously interferedparties filed cross-motions with Ticketmaster’s venue contracts. In February 2017, Songkick filed an amended complaint, adding claims of trade secret misappropriation, statutory violations and related causes of action, arising from certain alleged conduct by a former Songkick employee who had gone to work for Ticketmaster.
In October 2017, the Court of Appeal for Saskatchewan, seeking leave to appeal the court’s ruling. A hearing on the parties’ motions for leave to appeal took place in March 2023, and in July 2023, the Court of Appeal granted leave to appeal to both parties. The appeals are fully briefed.
The class certification hearing in part Live Nation’s motionthe Thompson-Marcial matter took place in March 2024. In April 2024, the court certified common issues in relation to prevent Songkick’s damages expert from testifying, but declined to grant Live Nation’s motionthe claims for summary judgement. Following those rulings, Songkick is solely left with an antitrust claim (subject to treble damages) for lost profits, tort claims seeking the same lost profits,breach of contract, breach of ticketing legislation, unlawful means conspiracy, negligence and a claim for unjust enrichment, damages arising from alleged trade secret misappropriation. Trial has been set for January 2018. Whilebut dismissed the Company remains confident in its caseclaims under the Competition Act and doesconsumer protection legislation.
The McPhee matter is stayed pending the outcome of the Watch matter.
Based on information presently known to management, we do not believe that a loss is probable of occurring at this time, and we believe that the potential liability, if any, will not have a material adverse effect on our financial position, cash flows or results of operations. Further, we do not currently believe that the Companyclaims asserted in these lawsuits have merit, and considerable uncertainty exists regarding any monetary damages that will be asserted against us. We continue to vigorously defend these actions.
Astroworld Litigation
On November 5, 2021, the Astroworld music festival was held in Houston, Texas. During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries. Following these events, at least 450 civil lawsuits have been filed against Live Nation Entertainment, Inc. and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages. Pursuant to a February 2022 order of the state Multidistrict Litigation Panel, matter 21-1033, the civil cases have been assigned to Judge Kristen Hawkins of the 11th District Court of Harris County, Texas, for oversight of pretrial matters under Texas’s rules governing multidistrict litigation.
In June 2023, the Houston Police Department concluded its investigation, and a Grand Jury was empaneled to determine whether criminal charges should be brought against any persons or entities involved in the festival. The Grand Jury returned no indictments, and the criminal matter is ultimately unsuccessfulnow complete.
During the three-month period ending, and subsequent to, March 31, 2024, we settled certain lawsuits and began settlement discussions in earnest with certain remaining parties. As a result, we have recognized $186 million in the first quarter within selling, general and administrative expenses for the estimated probable losses in excess of our expected probable insurance recoveries. Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions or recognize additional losses. The amount of additional liability, if any, that may result from these or allrelated matters cannot be estimated at this time.
Other Litigation
From time to time, we are involved in other legal proceedings arising in the ordinary course of our business, including proceedings and claims based upon purported violations of antitrust laws, intellectual property rights and tortious interference, which could cause us to incur significant expenses. We have also been the amountssubject of personal injury and wrongful death claims relating to accidents at stakeour venues in connection with our operations. As required, we have accrued our estimate of the probable settlement or other losses for the resolution of any outstanding claims. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, including, in some cases, estimated redemption rates for the settlement offered, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be material. The Company is currently unablematerially affected by changes in our assumptions or the effectiveness of our strategies related to estimate the possible loss or range of loss for this matter because of the uncertainty regarding the outcome of the claims and damages asserted against the Company.these proceedings.
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 ninethree 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 | ) |
March 31, 2024: | | | | | | | | | | | | | | | | | |
| Cash Flow Hedge | | Foreign Currency Items | | Total |
| (in thousands) |
Balance at December 31, 2023 | $ | 29,350 | | | $ | (1,900) | | | $ | 27,450 | |
Other comprehensive income before reclassifications | 8,369 | | | 4,729 | | | 13,098 | |
Amount reclassified from AOCI | (4,730) | | | — | | | (4,730) | |
Net other comprehensive income | 3,639 | | | 4,729 | | | 8,368 | |
Balance at March 31, 2024 | $ | 32,989 | | | $ | 2,829 | | | $ | 35,818 | |
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 For the computation ofthree months ended March 31, 2024 and 2023 there were no reconciling items to the weighted average common shares outstanding:outstanding in the calculation of diluted net loss per common share.
|
| | | | | | | | | | | |
| 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 March 31, |
| | | | | 2024 | | 2023 |
Options to purchase shares of common stock | | | | | 2,301,848 | | | 3,237,229 | |
Restricted stock and deferred stock—unvested | | | | | 4,159,664 | | | 3,593,402 | |
| | | | | | | |
Conversion shares related to the convertible senior notes | | | | | 13,004,660 | | | 13,004,660 | |
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding | | | | | 19,466,172 | | | 19,835,291 | |
|
| | | | | | | | | | | |
| 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—SEGMENT DATA8—SEGMENTS AND REVENUE RECOGNITION
The Company’sOur reportable segments are Concerts, Ticketing and Sponsorship & AdvertisingAdvertising. We use AOI to evaluate the performance of our operating segments 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 changedefine AOI as operating income (loss) before certain acquisition expenses (including transaction costs, changes in the wayfair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense. We also exclude from AOI the chief operating decision maker,impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter, which involved multiple fatalities and injury claims. Ongoing legal costs associated with defense of these claims, such as definedattorney fees, are not excluded from AOI. AOI assists investors by allowing them to evaluate changes in the FASB guidance, makes decisions around allocationsoperating results of resources and management responsibilities for this business.
The Concerts segment involves the promotionour portfolio of live music events globally in the Company’s owned or operated venues and in rented third-party venues, the production of music festivals, the operation and management of music venues, the creation of associated contentbusinesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the provision of management and other services to artists. The 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’s 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.factors that affect reported results.
Revenue and expenses earned and charged between segments are eliminated in consolidation. The Company’sOur capital expenditures below include accruals for amounts incurred but not yet paid for, but are not reduced by reimbursements received from outside parties such as landlords and noncontrolling interest partners or replacements funded by insurance proceeds.
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, 2017March 31, 2024 and 2016:2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | | Ticketing | | Sponsorship & Advertising | | Other & Eliminations | | Corporate | | | Consolidated |
| (in thousands) |
| | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Three Months Ended March 31, 2024 | | | | | | |
Revenue | $ | 2,879,375 | | $ | 723,178 | | $ | 211,277 | | $ | (14,301) | | $ | — | | | | $ | 3,799,529 | |
% of Consolidated Revenue | 75.8% | | 19.0% | | 5.6% | | (0.4)% | | | | | |
Intersegment revenue | $ | 10,125 | | $ | 4,133 | | $ | 43 | | $ | (14,301) | | $ | — | | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
AOI | $ | 3,072 | | $ | 284,115 | | $ | 129,975 | | $ | (7,209) | | $ | (42,563) | | | | $ | 367,390 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Three Months Ended March 31, 2023 | | | | | | |
Revenue | $ | 2,281,212 | | $ | 677,741 | | $ | 170,118 | | $ | (1,681) | | $ | — | | | | $ | 3,127,390 | |
% of Consolidated Revenue | 72.9% | | 21.7% | | 5.4% | | —% | | | | | |
Intersegment revenue | $ | 898 | | $ | 783 | | $ | — | | $ | (1,681) | | $ | — | | | | $ | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
AOI | $ | 832 | | $ | 271,051 | | $ | 95,531 | | $ | (7,939) | | $ | (39,765) | | | | $ | 319,710 | |
| | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 |
|
The following table sets forth the reconciliation of consolidated AOI to operating income for the three months ended March 31, 2024 and 2023: | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | 2024 | 2023 |
| | | | (in thousands) |
AOI | | | | $ | 367,390 | | $ | 319,710 | |
Acquisition expenses | | | | 30,557 | | 13,311 | |
Amortization of non-recoupable ticketing contract advances | | | | 24,080 | | 20,363 | |
Depreciation and amortization | | | | 132,594 | | 115,185 | |
Loss (gain) on disposal of operating assets | | | | (651) | | 504 | |
Astroworld estimated loss contingencies | | | | 185,915 | | — | |
Stock-based compensation expense | | | | 31,402 | | 27,571 | |
Operating income (loss) | | | | $ | (36,507) | | $ | 142,776 | |
Contract Advances
At March 31, 2024 and December 31, 2023, we had ticketing contract advances of $115.1 million and $143.9 million, respectively, recorded in prepaid expenses and $127.6 million and $135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets.
Sponsorship Agreements
At March 31, 2024, we had contracted sponsorship agreements with terms greater than one year that had approximately $1.6 billion of revenue related to future benefits to be provided by us. We expect to recognize, based on current projections, approximately 32%, 28%, 21% and 19% of this revenue in the remainder of 2024, 2025, 2026 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.
The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three months ended March 31, 2024 and 2023:
| | | | | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | | 2024 | | 2023 |
| | | | | (in thousands) |
Concerts | | | | | $ | 657,150 | | | $ | 681,380 | |
Ticketing | | | | | 54,809 | | | 34,600 | |
Sponsorship & Advertising | | | | | 46,487 | | | 50,680 | |
| | | | | | | |
| | | | | $ | 758,446 | | | $ | 766,660 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 20162023 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, 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.law
Executive Overview
In
For the third year in a row, the first quarter of 2017,was a record start to the year for the Company with strong fan demand across all our totalmarkets. Our overall revenue increased by $389 million, or 12%,21% to $3.8 billion on a reported basis, or 22% growth on a constant currency basis as compared to last year, or $353 million, an 11% increase, without the impactsame period of changes in foreign exchange rates. Thethe prior year. Concerts and Sponsorship both had revenue increase was largely driven by growth in bothexcess of 20% while Ticketing had high single-digit growth. The most significant growth came from our Concerts segment as a result of increased shows 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.fans. Our operating income for the quarter improveddecreased by 5% compared to$179.3 million, from an operating income of $142.8 million in the thirdfirst quarter of 2016, once again driven by the strong performance2023 to an operating loss of all of our segments. For$36.5 million in the first nine monthsquarter of 2017, our total revenue grew $1.23 billion, or 19%, on a reported basis as compared2024 due to last year, or $1.25 billion, a 19% increase, without the impact of changes in foreign exchange rates. Allhigher performance from all three of our major business segments deliveredoffset by Astroworld estimated loss contingencies in our Concerts segment. The decrease in operating income was $166.4 million at constant currency.
Based on our strong revenue increases inpipeline of arena, amphitheater and theater and club shows for the first nine monthsremainder of the year, underscoring thecoupled with our current deferred revenue balance of $5.0 billion as of March 31, 2024, we are optimistic for continued success of our strategic initiatives andin the underlying healthremainder of the live event, advertising and ticketing businesses. Asyear even with reduced stadium activity relative to the leading global live event and ticketing company, we believe that weprior year.
All of the segment financial comments to follow 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 in the entertainment industry to reach fans through the live concert experience, we believe that we will sell more tickets and grow our Sponsorship & Advertising segment revenue.based on reported foreign currency exchange rates.
Our Concerts segment revenue for the quarter increased by $295$598 million, or 11%26%, on a reported basis asfrom $2.3 billion in the first quarter of 2023 to $2.9 billion in the first quarter of 2024. The revenue growth was largely the result of more shows and fans both domestically and in our International markets. The number of events for the first quarter of 2024 was approximately 11,200 compared to approximately 9,900 in the first quarter of 2023, an increase of approximately 1,300 events or 13%. The number of fans for the quarter was 22.9 million compared to approximately 18.9 million last year, for growth of 4.0 million fans or $265 million, a 10% increase, without the impact of changes in foreign exchange rates. This21%. The increase was largely duein the United States, Canada and Mexico. Arena shows fueled the improvement with fan count up nearly 40% in these venues. Some of the notable acts touring in the first quarter included Coldplay, Pink, Bad Bunny and Madonna. Our festivals in Latin America included Estereo Picnic in Bogota, Lollapalooza in Sao Paulo and EDC Mexico in Mexico City. Combined, our festivals in these markets had three quarters of a million fans. Concerts AOI for the quarter was $3 million compared to significant growth$1 million in arenathe first quarter of 2023.
Our Ticketing segment revenue for the quarter increased by $45 million, or 7%, from $678 million in the first quarter of 2023 to $723 million in the first quarter of 2024. The improvement resulted from an increase in ticket sales, notably in Europe and stadium activityLatin America. We sold approximately 77 million fee-bearing tickets in both North America and Europe with showsthe first quarter of 2024 compared to 72 million tickets in the same period of the prior year, an increase of 6%. This was our highest first quarter ever for fee-bearing ticket sales driven by artists including U2, Coldplay, Guns N’ Roses, and Metallica. Our onsite initiatives resulted in near double-digit growth in Europe, Asia-Pacific and Latin America. It was our amphitheater ancillary revenue per fan,highest first quarter for GTV as well. In the first quarter, we signed 7 million net new tickets of which was driven by various programs including70% came from our enhanced beverage program, increasing our pointsInternational markets – one 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 inleading indicators regarding the future success of 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 resultsTicketing business. Ticketing AOI for the quarter exceeded last year and this was again largely drivenimproved by the high volume of arena and stadium activity as well as our onsite revenue growth initiatives.
For$13 million, from $271 million in the first nine months, our Concerts segment was the largest contributorquarter of 2023 to our overall revenue growth, with an increase of $972$284 million or 19%, on a reported basis as compared to last year, or $985 million, a 19% increase, without the impact of changes in foreign exchange rates. As in the secondfirst quarter this higher revenue was largely due to an increaseof 2024. The combination of record ticket sales, GTV and the expansion of our resale business resulted in the
number of arena and stadium shows in North America and Europe. For the first nine months of the year, there has been a 16% increase in the overall number of fans attending our shows as compared to the first nine months of 2016. Operating incomestrongest Ticketing AOI ever for the first nine months of the year was up due to the higher number of shows in arenas and stadiums as well as our ticket pricing and onsite initiatives. We 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.quarter.
Our Sponsorship & Advertising segment revenue for the quarter was up $22increased by $41 million, or 16%24%, on a reported basis as compared to last year, or $20from $170 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.
For the first nine months,quarter of 2023 to $211 million in the first quarter of 2024. The improvement was largely due to our festivals in Latin America. It was our inaugural year consolidating the Estero Picnic festival in Colombia as well as Lollapalooza in Brazil. These two events, along with a number of well attended festivals in Mexico, led to significant revenue and AOI growth for Sponsorship & Advertising revenue was up $58 million, or 20%, on a reported basis as compared to last year, or $59 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 revenueAdvertising. AOI for the third quarter increased by $76$34 million, or 17%, on a reported basis as compared to last year, or $72from $96 million a 16% increase, without 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 first quarter driven by high demand for concert tickets and continued positive fan reactionof 2023 to our integrated ticketing platform. Our improvements to our fan-focused website continued to favorably impact our conversion rates$130 million in the thirdfirst quarter as well.
For the first nine 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 worldwide for the first nine months, a 10% increase over last year, and our total fee-bearing gross transaction value grew by 14% in the same period. In the first nine months of the year, we continued to see growth 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.2024.
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 concertglobal concerts platform to connect artists and fans, bringing more shows to fans in existing and new markets as well as improving the on-site experience for our fans by enhancing food and beverage products and premium service offerings. We operate the world’s leading ticketing software and marketplace, tailored to achieving the goals of content owners, venues and sports teams. We expect to drive conversion of ticket sales through socialdevelopment of innovative products that support selling tickets to fans. Our ticket marketplaces have reduced friction in the ticket purchase experience and mobile channels, sell more tickets for our Ticketmaster clients, delivercreated additional revenue opportunities. In addition, we continue to our fans a fully integrated offering of primary and secondary tickets, grow our sponsorship and onlineadvertising partnerships and our clients are able to reach their customers via the powerful connection that live shows creates with ardent fans.
Consolidated Results of Operations
Three Months | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | % Change |
| 2024 | | 2023 | |
| As Reported | | Currency Impacts | | At Constant Currency** | | As Reported | | As Reported | | At Constant Currency** |
| (in thousands) | | | | |
Revenue | $ | 3,799,529 | | | $ | 7,443 | | | $ | 3,806,972 | | $ | 3,127,390 | | | 21% | | 22% |
Operating expenses: | | | | | | | | | | | |
Direct operating expenses | 2,646,457 | | | | | | | 2,115,589 | | | 25% | | |
Selling, general and administrative expenses | 981,559 | | | | | | | 690,321 | | | 42% | | |
Depreciation and amortization | 132,594 | | | | | | | 115,185 | | | 15% | | |
Loss (gain) on disposal of operating assets | (651) | | | | | | | 504 | | | * | | |
Corporate expenses | 76,077 | | | | | | | 63,015 | | | 21% | | |
Operating income (loss) | (36,507) | | | 12,902 | | | (23,605) | | 142,776 | | | * | | * |
Operating margin | (1.0)% | | | | (0.6) | % | | 4.6% | | | | |
Interest expense | 80,691 | | | | | | | 89,215 | | | | | |
Loss on extinguishment of debt | — | | | | | | | 18,366 | | | | | |
Interest income | (43,257) | | | | | | | (40,313) | | | | | |
Equity in earnings of nonconsolidated affiliates | (84) | | | | | | | (4,107) | | | | | |
Other expense (income), net | (77,054) | | | | | | | 11,583 | | | | | |
Income before income taxes | 3,197 | | | | | | | 68,032 | | | | | |
Income tax expense | 35,414 | | | | | | | 23,840 | | | | | |
Net income (loss) | (32,217) | | | | | | | 44,192 | | | | | |
Net income attributable to noncontrolling interests | 14,516 | | | | | | | 47,361 | | | | | |
Net loss attributable to common stockholders of Live Nation | $ | (46,733) | | | | | | | $ | (3,169) | | | | | |
____________ | | | | | |
* | 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 $672.1 million during the three months ended March 31, 2024 as compared to the same period of the prior year driven by increased revenue and drive cost efficiencies.
Our History
We were incorporated in Delaware on August 2, 2005 in preparation for the contributionour Concerts segment of $598.2 million, Ticketing segment of $45.4 million and transfer by Clear Channel Communications, Inc. of substantially all of its entertainment assets and liabilities to us. We completed the separation on December 21, 2005, and became a publicly traded company on the New York Stock Exchange trading under the symbol “LYV.”
On January 25, 2010, we merged with Ticketmaster Entertainment LLC and it became a wholly-owned subsidiary of Live Nation. Effective with the merger, Live Nation, Inc. changed its name to Live Nation Entertainment, Inc.
Segment Overview
Our reportable segments are Concerts, Sponsorship & Advertising and Ticketing. Priorof $41.2 million as further discussed within each segment’s operating results.
Operating income
Operating income decreased $179.3 million during the three months ended March 31, 2024 as compared to 2017, we reported an Artist Nation segment, which is now includedthe same period of the prior year primarily driven by increased operating losses in our Concerts segment. See further discussionsegment of the segment change$212.2 million partially offset by higher operating income in Item 1.—Financial Statements—Note 6—Segment Data.
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.
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, advance ticket sales and number of major clients represented. In addition, at our owned or operated venues and festivals, we monitor ancillary revenue per fan 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.
Sponsorship & Advertising
Our 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.
Direct operating expenses include fulfillment costs related to our sponsorship programs, along with other costs.
To judge the health of our Sponsorship & Advertising segment of $34.6 million and Ticketing segment of $9.6 million as further discussed within each segment’s operating results.
Other expense (income), net
For the three months ended March 31, 2024, we had other income, net of $77.1 million which includes mark to market adjustments for certain investments in nonconsolidated affiliates of $88.7 million, partially offset by net foreign exchange rate losses of $11.8 million. For the three months ended March 31, 2023, we had other expense, net of $11.6 million which includes net foreign exchange rate losses of $9.5 million. The net foreign exchange rate losses result primarily reviewfrom revaluation of certain foreign currency denominated net assets held internationally.
Income tax expense
For the revenue generated through sponsorship arrangements,three months ended March 31, 2024, we had a net tax expense of $35.4 million on income before income taxes of $3.2 million compared to a net tax expense of $23.8 million on income before income taxes of $68.0 million for the percentagethree months ended March 31, 2023. For the three months ended March 31, 2024, the income tax expense consisted of expected revenue under contract$28.0 million related to foreign entities, $1.3 million related to United States federal taxes, and online advertising revenue. For business that is conducted$6.1 million related to state and local income taxes. The net increase in foreign markets, we also comparetax expense of $11.6 million was primarily due to profits in certain non-United States jurisdictions.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests decreased $32.8 million during the three months ended March 31, 2024 as compared to the same period of the prior year primarily due to lower operating results from our foreign operations to prior periods withoutcertain concert businesses during the impactfirst three months 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 ticket2024 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 salecompared 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.prior year.
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
AOI is a non-GAAP financial measure that we define as consolidated operating income (loss) before certain acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and certain stock-based compensation expense.expense. We also exclude from AOI the impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter, which involved multiple fatalities and injury claims. Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.
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 (loss), 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 currencyThe following table sets forth the reconciliation of consolidated operating income to consolidated AOI for the three months ended March 31, 2024 and 2023: | | | | | | | | | | | |
| | | Three Months Ended March 31, |
| | | | 2024 | 2023 |
| | | | (in thousands) |
Operating income (loss) | | | | $ | (36,507) | | $ | 142,776 | |
Acquisition expenses | | | | 30,557 | | 13,311 | |
Amortization of non-recoupable ticketing contract advances | | | | 24,080 | | 20,363 | |
Depreciation and amortization | | | | 132,594 | | 115,185 | |
Loss (gain) on disposal of operating assets | | | | (651) | | 504 | |
Astroworld estimated loss contingencies | | | | 185,915 | | — | |
Stock-based compensation expense | | | | 31,402 | | 27,571 | |
AOI | | | | $ | 367,390 | | $ | 319,710 | |
Segment Overview
Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising.
Concerts
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 non-GAAP financial measure. We calculate currency impactsfuture 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 under management. In addition, at our owned or operated venues and festivals, we monitor APF 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 difference between current period activity translated usingservice charge. We use GTV to evaluate changes in ticket fee revenue that are driven by the current period’s currency exchange ratespricing 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 comparablenumber 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, cost of customer acquisition, the purchase conversion rate, and the overall number of customers in our database. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior period’s currencyperiods without the impact of changes in foreign exchange rates. We
Sponsorship & Advertising
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 direct 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, and the percentage of expected revenue under contract. 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 March 31, |
| | | | | 2024 | | 2023 |
| | | | | (in thousands except estimated events) |
Concerts (1) | | | | | | | |
Estimated events: | | | | | | | |
North America (2) | | | | | 7,177 | | | 6,309 | |
International | | | | | 4,026 | | | 3,596 | |
Total estimated events | | | | | 11,203 | | | 9,905 | |
Estimated fans: | | | | | | | |
North America (2) | | | | | 10,891 | | | 7,658 | |
International | | | | | 12,039 | | | 11,243 | |
Total estimated fans | | | | | 22,930 | | | 18,901 | |
Ticketing (3) | | | | | | | |
Estimated number of fee-bearing tickets sold | | | | | 76,578 | | | 72,266 | |
Estimated number of non-fee-bearing tickets sold | | | | | 78,432 | | | 73,200 | |
Total estimated tickets sold | | | | | 155,010 | | | 145,466 | |
_________
(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 constant currency informationat the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.
(2)North America refers to provide a frameworkour events and fans within the United States and Canada.
(3)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 metric includes primary tickets sold during the year regardless of event timing, except for assessing how our underlying businesses performed excludingown events where our concert promoters control ticketing which are reported when the effectevents 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 ticketing metrics are net of foreign currency rate fluctuations.any refunds requested and any cancellations that occurred during the period and up to the time of reporting of these consolidated financial statements.
Segment Operating Results
Concerts
Our Concerts segment operating results were, and discussions of significant variances are, as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Three Months Ended March 31, | | % Change |
| | | | | | | 2024 | | 2023 | | |
| | | | | (in thousands) | | |
Revenue | | | | | | | $ | 2,879,375 | | $ | 2,281,212 | | 26% |
Direct operating expenses | | | | | | | 2,359,491 | | 1,838,446 | | 28% |
Selling, general and administrative expenses | | | | | | | 726,840 | | 456,545 | | 59% |
Depreciation and amortization | | | | | | | 90,363 | | 70,528 | | 28% |
Loss (gain) on disposal of operating assets | | | | | | | (712) | | 115 | | * |
| | | | | | | | | | | |
Operating loss | | | | | | | $ | (296,607) | | $ | (84,422) | | * |
Operating margin | | | | | | | (10.3) | % | | (3.7) | % | | |
AOI | | | | | | | $ | 3,072 | | $ | 832 | | * |
AOI margin ** | | | | | | | 0.1 | % | | — | % | | |
|
| | | | | | | | | | | | | | | | | | | |
| 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$598.2 million during the three months ended September 30, 2017March 31, 2024 as compared to the same period of the prior year, primarily due to increased shows and fan growth across the United States and international markets. In particular, higher arena shows and fan count contributed to the increase in revenue. Concerts had incremental revenue of $59.2 million during the three months ended March 31, 2024 from acquisitions and new venues.
Operating results
Concerts AOI increased $2.2 million for the three months ended March 31, 2024 as compared to the same period of the prior year primarily driven by an increase in revenue discussed above partially offset by higher direct operating expenses to support increased shows and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses. The increase in operating losses of $212.2 million and remaining change in operating loss outside of AOI of $214.4 million is primarily associated with Astroworld estimated loss contingencies of $185.9 million during the current year and higher depreciation and amortization of $19.8 million for additional capital expenditures incurred to support the increased operations.
Ticketing
Our Ticketing segment operating results were, and discussions of significant variances are, as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Three Months Ended March 31, | | % Change |
| | | | | | | 2024 | | 2023 | | |
| | | | | | | | | | | |
| | | | | (in thousands) | | |
Revenue | | | | | | | $ | 723,178 | | $ | 677,741 | | 7% |
Direct operating expenses | | | | | | | 253,834 | | 238,157 | | 7% |
Selling, general and administrative expenses | | | | | | | 215,255 | | 193,195 | | 11% |
Depreciation and amortization | | | | | | | 23,514 | | 25,084 | | (6)% |
Loss on disposal of operating assets | | | | | | | 44 | | 374 | | (88)% |
| | | | | | | | | | | |
Operating income | | | | | | | $ | 230,531 | | $ | 220,931 | | 4% |
Operating margin | | | | | | | 31.9 | % | | 32.6 | % | | |
AOI | | | | | | | $ | 284,115 | | $ | 271,051 | | 5% |
AOI margin ** | | | | | | | 39.3 | % | | 40.0 | % | | |
_______ | | | | | |
* | Percentages are not meaningful. |
** | See “—Non-GAAP Measure” above for the definition of AOI margin. |
Three Months
Revenue
Ticketing revenue increased $45.4 million during the three months ended March 31, 2024 as compared to the same period of the prior year. Excluding the increase of $30.6 million related to currency impacts, revenue increased $264.6 million, or 10%, on a constant currency basis. This increase wasis primarily due to higher sales volumes in international markets driven by more showsevents on sale due to more fan demand 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. These increases were partially offset by fewer shows in our North America amphitheaters.2024 as compared to 2023.
Operating results
TheTicketing AOI increased by $13.1 million and operating income for Concerts forincreased $9.6 million during 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 recent acquisitions, and increased acquisition transaction expenses associated with changes in the fair value of acquisition-related contingent consideration.
Nine Months
Revenue
Concerts revenue increased $971.6 million during the nine months ended September 30, 2017March 31, 2024 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 growthThese increases 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 new 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.increased ticketing activity discussed above. These increases were partially offset by fewer shows in our North America amphitheaters.higher direct operating expenses to support the increased operations and enterprise growth.
Operating results
The increase in operating income for Concerts for the nine months ended September 30, 2017 was primarily driven by improved operating results at our events and higher management results partially offset by higher compensation costs associated with salary increases and headcount growth, including recent acquisitions, and increased acquisition transaction expenses associated with changes in the fair value
Sponsorship & Advertising
Our Sponsorship & Advertising segment operating results were, and discussions of significant variances are, as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Three Months Ended March 31, | | % Change |
| | | | | | | 2024 | | 2023 | | |
| | | | | (in thousands) | | |
Revenue | | | | | | | $ | 211,277 | | $ | 170,118 | | 24% |
Direct operating expenses | | | | | | | 45,537 | | 40,667 | | 12% |
Selling, general and administrative expenses | | | | | | | 38,292 | | 36,072 | | 6% |
Depreciation and amortization | | | | | | | 15,740 | | 16,242 | | (3)% |
Loss on sale of operating assets | | | | | | | 17 | | — | | 100% |
| | | | | | | | | | | |
Operating income | | | | | | | $ | 111,691 | | $ | 77,137 | | 45% |
Operating margin | | | | | | | 52.9 | % | | 45.3 | % | | |
AOI | | | | | | | $ | 129,975 | | $ | 95,531 | | 36% |
AOI margin ** | | | | | | | 61.5 | % | | 56.2 | % | | |
|
| | | | | | | | | | | | | | | | | | | |
| 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$41.2 million during the three months ended September 30, 2017 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 was primarily due to new sponsorship programs globally, higher online advertising in North America 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 for the three months ended September 30, 2017 was primarily driven by new sponsorship programs, higher online sponsorship activity and lower reserves for bad debt.
Nine Months
Revenue
Sponsorship & Advertising revenue increased $57.6 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, 2017March 31, 2024 as compared to the same period of the prior year primarily due to increasesdriven by increased sponsorship activity from our festivals in contractual bonus accruals and higher headcount.Latin America.
Equity in losses (earnings) of nonconsolidated affiliatesOperating results
Equity in losses (earnings) of nonconsolidated affiliates for the 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.
Other expense (income), net
Other expense (income), net includes the impact of net foreign exchange rate gains of $7.3Sponsorship & Advertising AOI increased $34.4 million and net foreign exchange rate losses of $0.8operating income increased $34.6 million for the ninethree 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 millionMarch 31, 2024 as compared to the same period of the prior year to a loss of $3.3 million during the nine months ended September 30, 2017year. These increases were primarily due to lowerincreased revenues from higher sponsorship activity discussed above. The increases were partially offset by higher direct operating results from certain festival and management businesses.expenses due to additional fulfillment costs to support the growth in sponsorship activity.
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$6.5 billion at September 30, 2017March 31, 2024 and $1.5$6.2 billion at December 31, 2016.2023. Included in the September 30, 2017March 31, 2024 and December 31, 20162023 cash and cash equivalents balances are $639.9 million$1.4 billion and $591.0 million,$1.5 billion, respectively, 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$3.1 billion in cash and cash equivalents, excluding client cash, at September 30, 2017.March 31, 2024. 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$6.2 billion and $6.6 billion, respectively, at September 30, 2017March 31, 2024 and December 31, 2016.2023. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.9%4.6% at September 30, 2017.March 31, 2024 with approximately 93% of our debt at a fixed rate. Our weighted-average cost of debt for short-term borrowings outstanding at March 31, 2024, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.1%.
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.
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. 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. 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
Amended Senior Secured Credit Facility
In June 2017, we amended our term loan B under theOur senior secured credit facility reducingprovides for borrowings of up to $1.3 billion with a $250 million sublimit for the applicable interest rate. At September 30, 2017, our senior securedissuance of letters of credit and a $100 million for swingline borrowings. The revolving credit facility consists of (i)allows for a $190$780 million term loan A facility, (ii)sublimit for borrowings in U.S. Dollars, Euros, or Sterling, and a $970$260 million term loan B facility and (iii) a $365 millionsublimit for borrowings in those or one or more other approved non-U.S. currencies. The revolving credit facility. Subjectfacility will be available to us and, if designated in the future, certain of our foreign subsidiaries. The Amended Credit Agreement provides for the right, subject to certain conditions, we have the right to increase the facilityterm B loan and revolving facilities by an amount not to exceed an amount equal to the sum of $625 million and(x) $1.625 billion, (y) the aggregate principal amount of voluntary prepayments of the term 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)after giving effect to such increase, is no greater than 3.25x. The revolving credit facility provides for borrowing up4.50x.
Our obligations under the Amended Credit Agreement will continue to be guaranteed by the amountmajority of our direct and indirect domestic subsidiaries, subject to certain exceptions, and the obligations of the facility with sublimitsforeign subsidiary borrowers, if any, will be guaranteed by us, the majority of upour direct and indirect domestic subsidiaries, and by certain of our wholly-owned foreign subsidiaries. The obligations under the Amended Credit Agreement and the guarantees will continue to (i) $150 million for the issuance of letters of credit, (ii) $50 million for swingline loans, (iii) $200 million for borrowings in Euros and British Pounds and (iv) $50 million for borrowings in one or more other approved currencies. The senior secured credit facility isbe secured by (i) a first priority lien on substantially all of our tangible and intangible personal property of ourand the 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 and, if there are any foreign borrowers, by certain of the assets of such foreign borrowers and certain foreign subsidiaries, subject to certainlimited exceptions.
The interest rates per annum applicable to the revolving credit facility loans andunder the term loan A under theamended senior secured credit facility are, at our option, equal to either LIBORTerm SOFR plus 2.25%1.75% or a base rate (as defined in the Credit Agreement) plus 1.25%, subject to stepdowns based on our net leverage ratio. 0.75%.
The amended interest rates per annum applicable to the term loan B are, at our option, equal to either LIBORTerm Benchmark Loans or RFR Loans (as defined in the Credit Agreement) plus 2.25%1.75% or a base rate plus 1.25%0.75%. We are required to pay a commitment feehave an interest rate swap agreement that ensures the interest rate on $500 million principal amount of 0.5% per year on the undrawn portion available under the revolving credit facility, subject to a stepdown based on our net leverage ratio, 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 million to $28.5 million with the balance due at maturity inB does not exceed 3.445% through October 2021.2026. 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. The revolving credit facility matures in October 2021.2026. We are also required to make mandatory prepayments of the loans under the credit agreement,loan, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.
Stock Option ExercisesWe are required to pay a commitment fee of 0.35% per year on the undrawn portion available under the revolving credit facility and variable fees on outstanding letters of credit. Based on our outstanding letters of credit of $31.5 million, $1.27 billion was available for future borrowings from our revolving credit facility as of March 31, 2024.
DuringThe revolving credit facility matures on November 16, 2028, provided, that if (x) any of the nine months ended September 30, 2017, we received $44.7term loan B, our 6.5% Senior Secured Notes due 2027, or our 4.75% Senior Notes due 2027 remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $500 million and (y) our consolidated free cash on such date is less than the sum of proceeds fromsuch outstanding principal amount plus $500 million, then the exercisematurity date of stock options.
Debt Covenants
Ourthe amended senior secured credit facility containswill instead be such date.
During the three months ended March 31, 2024, we repaid $370 million of principal related to our revolving credit facility. No material gain or loss was recorded as a numberresult 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.this repayment.
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.Debt Covenants
As of September 30, 2017,March 31, 2024, 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 2017.2024.
Uses of Cash
Acquisitions
WhenDuring the three months ended March 31, 2024, we makecompleted various acquisitions thethat resulted in cash acquired, entity may have cash at the time of acquisition. All amounts related to the usenet of cash for acquisitions discussed in this section are presented netpaid of any cash acquired. During the nine months ended September 30, 2017, we used $18.8 million of cash primarily for the acquisitions of ticketing businesses located in the United States, the Czech Republic and Poland, a concert promotion business located in Italy and a controlling interest in an artist management business 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, we used $113.1 million of cash primarily for the acquisitions of a concert promoter located in Germany, controlling interests in festival and concert promoters located 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.$10.0 million.
Capital Expenditures
Venue and ticketing operations are capital intensive businesses, requiring continualrequire ongoing 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 maintenancerevenue generating capital expenditures and revenuemaintenance capital expenditures. Revenue generating capital expenditures.expenditures generally relate to the construction of new venues to expand our global footprint, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements. Revenue generating capital expenditures can also include smaller projects whose purpose is to increase revenue and/or improve operating income. 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. | | | | | | | | | | | |
| Three Months Ended March 31, |
| 2024 | | 2023 |
| (in thousands) |
Revenue generating | $ | 75,474 | | | $ | 57,428 | |
Maintenance | 22,491 | | | 8,640 | |
Total capital expenditures | $ | 97,965 | | | $ | 66,068 | |
Revenue generating capital expenditures during the first ninethree months of 20172024 increased from the same period of the prior year primarily due to food and beverage and wi-fi enhancements at our theaters and amphitheaters festival site improvements and higher investment in technology.the United States.
We currently expect capital expenditures to be approximately $220$600 million for the full year ending December 31, 2024 with approximately 75% of 2017.the capital expenditures on revenue generating projects.
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 | ) |
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2024 | | 2023 |
| (in thousands) |
Cash provided by (used in): | | | |
Operating activities | $ | 988,870 | | | $ | 1,155,848 | |
Investing activities | $ | (170,699) | | | $ | (59,789) | |
Financing activities | $ | (478,356) | | | $ | 225,701 | |
Operating Activities
Cash provided by operating activities increased $297.7decreased $167.0 million for the ninethree 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, 2017March 31, 2024 as compared to the same period of the prior year primarily due to lower net payments for acquisitionshigher mark-to-market gains on certain investments in nonconsolidated affiliates combined with an overall decrease in 2024 operating results as discussed within each segment’s operating results partially offset by higher purchaseschanges in operating assets and liabilities from timing of property, plantevents on sale, payments and equipment.receipts.
Investing Activities
Cash used in investing activities increased $110.9 million for the three months ended March 31, 2024 as compared to the prior year primarily due to lower cash acquired from acquisitions, net of cash paid. See “—Uses of Cash”Cash - Acquisitions and Capital Expenditures” above for further discussion.
Financing Activities
Cash used in financing activities decreased $84.0was $478.4 million for the ninethree months ended September 30, 2017March 31, 2024 primarily due to the principal repayment of our revolving credit facility as compared to cash provided by financing activities of $225.7 million for the same period of the prior year primarily as a result of higherdue to proceeds in 2023 from the exerciseissuance of stock optionsour 3.125% convertible senior notes partially offset by the repurchase of our 2.5% convertible senior notes and fewer purchasescapped call transactions in 2023. 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 operate in any hyper-inflationary countries. Our foreign operations reported operating income of $134.7$77.3 million for the ninethree months ended September 30, 2017.March 31, 2024. 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 ninethree months ended September 30, 2017March 31, 2024 by $13.5$7.7 million. As of September 30, 2017,March 31, 2024, 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,March 31, 2024, we had forward currency contracts and options outstanding with aan aggregate notional amount of $124.3$267.8 million.
Interest Rate Risk
Our market risk is also affected by changes in interest rates. We had $2.4$6.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of September 30, 2017,March 31, 2024. Of the total amount, we had $5.8 billion of which $1.2 billion was fixed-rate debt and $1.2$0.5 billion wasof floating-rate debt.
Based on the amount of our floating-rate debt as of September 30, 2017,March 31, 2024, 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.$1.2 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, 2017March 31, 2024 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 that 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 agreement was amended in February 2023 along with an aggregatethe transition from LIBOR to SOFR. 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%3.445%.
Accounting 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.
Ratio of Earnings to Fixed Charges
The ratio of earnings to fixed charges is as follows:
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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.
AccountingOther Pronouncements
Information regarding recently issued and adopted accounting pronouncements can be found in Part I — Financial Information—Item 1.—Financial Statements—Note 1—1 – Basis of Presentation and Other Information.
In August 2022, the Inflation Reduction Act (IRA) was enacted in the United States, which includes health care, clean energy, and income tax provisions. The income tax provisions amend the Internal Revenue Code to include among other things a corporate alternative minimum tax for the 2023 tax year. The Company is still assessing the impact due to lack of United States Treasury regulations which are anticipated to be issued in 2024; however, the IRA is not expected to have a material impact on the Company's financial statements due to net operating losses and full valuation allowances for the United States, which is our most significant jurisdiction. We will continue to monitor to ensure our financial results and related tax disclosures are in compliance with the IRA tax legislation.
On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two model rules designed to ensure large multinational enterprises (“MNE”) pay a minimum level of tax arising in each jurisdiction they operate. Over 135 jurisdictions joined a plan to update key elements of the international tax system and provide for a coordinated system of taxation that imposes top-up tax on profits arising in a jurisdiction whenever the effective rate is below the minimum rate. Effective January 1, 2024, many of these jurisdictions have enacted a global 15% minimum effective tax rate. This minimum rate applies to MNE’s with consolidated revenue above €750 million. While additional guidance is expected from the OECD in 2024, we do not expect The Pillar Two rules to have a material impact to our financial statement income or tax cash flows for the current period. We will continue to monitor further guidance from the OECD and evaluate any impact it may have to our consolidated financial results.
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 20162023 Annual Report on Form 10-K filed with the SEC on February 23, 2017.22, 2024.
There have been no changes to our critical accounting policies during the ninethree months ended September 30, 2017.March 31, 2024.
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,March 31, 2024, 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 has been no change 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.
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 20162023 Annual Report on Form 10-K filed with the SEC on February 23, 2017,22, 2024, 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 20162023 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 March 31, 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | |
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) |
January 2024 | | 51,479 | | | $91.81 | | | | | |
February 2024 | | 47,462 | | | $93.42 | | | | | |
March 2024 | | 154,613 | | | $105.57 | | | | | |
| | 253,554 | | | | | | | |
| | | | | | | | |
(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.No director or officer adopted or terminated any Rule 10b5-1 plan, or any other written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” during the three months ended March 31, 2024.
Item 6. Exhibits
The information in the Exhibit Index
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| | 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 NovemberMay 2, 2017.2024.
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LIVE NATION ENTERTAINMENT, INC. |
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By: | /s/ Brian Capo |
| Brian Capo |
| Chief Accounting Officer (Duly Authorized Officer) |
EXHIBIT INDEX
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| | | | | | | | | | | | |
| | Exhibit Description | | Incorporated by Reference | Filed
Here
with
|
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. | | | | | | | | | | 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 |