SEC Form 10-Q filed by Live Nation Entertainment Inc.
$LYV
Services-Misc. Amusement & Recreation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
Form 10-Q
____________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2024
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 001-32601
____________________________________
(Exact name of registrant as specified in its charter)
____________________________________
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(310 ) 867-7000
(Registrant’s telephone number, including area code)
______________________________________________________________
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated Filer | ¨ | |||||||||||||||
| Non-accelerated Filer | ¨ | Smaller Reporting Company | |||||||||||||||
| Emerging Growth Company | |||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ | ||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
On July 23, 2024, there were 232,113,741 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 1,794,851 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.
LIVE NATION ENTERTAINMENT, INC.
INDEX TO FORM 10-Q
| Page | ||||||||
| PART I—FINANCIAL INFORMATION | ||||||||
| 5 | ||||||||
| PART II—OTHER INFORMATION | ||||||||
| GLOSSARY OF KEY TERMS | |||||
| AOCI | Accumulated other comprehensive income (loss) | ||||
| AOI | Adjusted operating income (loss) | ||||
| Company | Live Nation Entertainment, Inc. and subsidiaries | ||||
| FASB | Financial Accounting Standards Board | ||||
| GAAP | United States Generally Accepted Accounting Principles | ||||
| GTV | Gross transaction value | ||||
| LIBOR | London Inter-Bank Offered Rate | ||||
| Live Nation | Live Nation Entertainment, Inc. and subsidiaries | ||||
| SEC | United States Securities and Exchange Commission | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| Ticketmaster | Our ticketing business | ||||
| VIE | Variable interest entities (as defined under GAAP) | ||||
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, 2024 | December 31, 2023 | ||||||||||
| (in thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowance of $ | |||||||||||
| Prepaid expenses | |||||||||||
| Restricted cash | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Intangible assets | |||||||||||
| Definite-lived intangible assets, net | |||||||||||
| Indefinite-lived intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Long-term advances | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable, client accounts | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Current portion of long-term debt, net | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingent liabilities (see Note 6) | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Stockholders' equity | |||||||||||
| Common stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Cost of shares held in treasury | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Total Live Nation stockholders' equity | ( | ( | |||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Consolidated Financial Statements
2
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (in thousands except share and per share data) | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Direct operating expenses | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Gain on disposal of operating assets | ( | ( | ( | ( | |||||||||||||||||||
| Corporate expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Equity in earnings of nonconsolidated affiliates | ( | ( | ( | ( | |||||||||||||||||||
| Other expense (income), net | ( | ( | ( | ||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income attributable to common stockholders of Live Nation | $ | $ | $ | $ | |||||||||||||||||||
| Basic net income per common share available to common stockholders of Live Nation | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per common share available to common stockholders of Live Nation | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
Reconciliation to net income available to common stockholders of Live Nation: | |||||||||||||||||||||||
| Net income attributable to common stockholders of Live Nation | $ | $ | $ | $ | |||||||||||||||||||
| Accretion of redeemable noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
Net income available to common stockholders of Live Nation—basic | $ | $ | $ | $ | |||||||||||||||||||
| Convertible debt interest, net of tax | |||||||||||||||||||||||
Net income available to common stockholders of Live Nation—diluted | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Consolidated Financial Statements
3
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Unrealized gain on cash flow hedge | |||||||||||||||||||||||
| Realized gain on cash flow hedge | ( | ( | ( | ( | |||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
Comprehensive income attributable to common stockholders of Live Nation | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Consolidated Financial Statements
4
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| Live Nation Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares Issued | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Cost of Shares Held in Treasury | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share data) | (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash and stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of noncontrolling interests | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interests fair value adjustments | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on cash flow hedge | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Realized gain on cash flow hedge | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements
5
| Live Nation Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares Issued | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Cost of Shares Held in Treasury | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share data) | (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash and stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of noncontrolling interests | — | — | ( | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interests fair value adjustments | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions received | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on cash flow hedge | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Realized gain on cash flow hedge | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements
6
| Live Nation Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares Issued | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Cost of Shares Held in Treasury | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share data) | (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Non-cash and stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of noncontrolling interests | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interests fair value adjustments | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions received | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on cash flow hedge | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Realized gain on cash flow hedge | — | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements
7
| Live Nation Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares Issued | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Cost of Shares Held in Treasury | Accumulated Other Comprehensive Income | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except share data) | (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Non-cash and stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of 2.5% convertible senior notes due 2023 | ( | — | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Capped call transactions for 3.125% convertible senior notes due 2029 | — | ( | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of noncontrolling interests | — | — | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interests fair value adjustments | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions received | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on cash flow hedge | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Realized gain on cash flow hedge | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements
8
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in thousands) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Reconciling items: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Amortization of non-recoupable ticketing contract advances | |||||||||||
| Deferred income tax expense (benefit) | ( | ||||||||||
| Amortization of debt issuance costs and discounts | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Stock-based compensation expense | |||||||||||
| Unrealized changes in fair value of contingent consideration | ( | ||||||||||
| Gain on mark-to-market of investments in nonconsolidated affiliates | ( | ( | |||||||||
| Equity in losses of nonconsolidated affiliates, net of distributions | |||||||||||
| Provision for uncollectible accounts receivable | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||||||||||
| Increase in accounts receivable | ( | ( | |||||||||
| Increase in prepaid expenses and other assets | ( | ( | |||||||||
| Increase in accounts payable, accrued expenses and other liabilities | |||||||||||
| Increase in deferred revenue | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Advances of notes receivable | ( | ( | |||||||||
| Collections of notes receivable | |||||||||||
| Investments made in nonconsolidated affiliates | ( | ( | |||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Cash acquired from (paid for) acquisitions, net of cash paid (acquired) | ( | ||||||||||
| Purchases of intangible assets | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from long-term debt, net of debt issuance costs | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Contributions from noncontrolling interests | |||||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Purchases of noncontrolling interests, net | ( | ( | |||||||||
| Payments for capped call transactions | ( | ||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Taxes paid for net share settlement of equity awards | ( | ( | |||||||||
| Payments for deferred and contingent consideration | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net increase in cash, cash equivalents, and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
See Notes to Consolidated Financial Statements
9
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 our 2023 Annual Report on Form 10-K filed with the SEC on February 22, 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 amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Seasonality
Our Concerts and Sponsorship & Advertising segments typically experience higher revenue and operating income in the second and third quarters as our outdoor venue concerts and festivals primarily occur from May through October in most major markets. Our Ticketing segment revenue is impacted by fluctuations in the availability and timing of events for sale to the public, which vary depending upon scheduling by our clients.
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.
We expect our seasonality trends to evolve as we continue to expand our global operations.
Variable Interest Entities
In the normal course of business, we enter into joint ventures or make investments in companies that will allow us to expand 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 the primary beneficiary of a VIE, we assess whether we have the power to direct activities that most significantly impact the economic performance of the entity and have the 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 June 30, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $842 million and $940 million of assets and $560 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 June 30, 2024 and December 31, 2023 cash and cash equivalents balance is $1.3 billion and $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 amounts are payable to our clients on a regular basis. These amounts due to our clients are included in accounts payable, client accounts.
10
Income Taxes
Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction. As of June 30, 2024, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions, including the United States, due to cumulative pre-tax losses. As a result of the valuation allowances, no tax benefits have been recognized for any losses incurred in those tax jurisdictions for the first six months of 2024.
Accounting Pronouncements
In June 2022, the FASB issued Accounting Standards Update 2022-03, which clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. We adopted this guidance on January 1, 2024. The adoption did not and is not expected to have a material impact on our consolidated financial statements.
In November 2023, the FASB issued Accounting Standards Update 2023-07, which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the 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 reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance.
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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:
| June 30, 2024 | December 31, 2023 | |||||||||||||
| (in thousands) | ||||||||||||||
| Land, buildings and improvements | $ | $ | ||||||||||||
| Computer equipment and capitalized software | ||||||||||||||
| Furniture and other equipment | ||||||||||||||
| Construction in progress | ||||||||||||||
| Property, plant and equipment, gross | ||||||||||||||
| Less: accumulated depreciation | ||||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||
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 six months ended June 30, 2024:
| Revenue- generating contracts | Client / vendor relationships | Venue management | Trademarks and naming rights | Technology and Other (1) | Total | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023: | |||||||||||||||||||||||||||||||||||
Gross carrying amount | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Accumulated amortization | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Net | |||||||||||||||||||||||||||||||||||
| Gross carrying amount: | |||||||||||||||||||||||||||||||||||
Acquisitions and additions—current year | |||||||||||||||||||||||||||||||||||
Acquisitions and additions—prior year | ( | ||||||||||||||||||||||||||||||||||
| Foreign exchange | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
Other (2) | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Net change | ( | ( | |||||||||||||||||||||||||||||||||
| Accumulated amortization: | |||||||||||||||||||||||||||||||||||
Amortization | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Foreign exchange | |||||||||||||||||||||||||||||||||||
Other (2) | |||||||||||||||||||||||||||||||||||
| Net change | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance as of June 30, 2024: | |||||||||||||||||||||||||||||||||||
Gross carrying amount | |||||||||||||||||||||||||||||||||||
Accumulated amortization | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Net | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) Other primarily includes intangible assets for non-compete agreements.
(2) Other primarily includes netdowns of fully amortized or impaired assets.
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Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of a festival promotion business and an artist management business both located in the United States.
The 2024 acquisitions and additions to definite-lived intangible assets had weighted-average lives as follows:
| Weighted- Average Life (years) | |||||
| Revenue-generating contracts | |||||
| Client/vendor relationships | |||||
| Venue management | |||||
| Technology | |||||
| All categories | |||||
Amortization of definite-lived intangible assets for the three months ended June 30, 2024 and 2023 was $61.7 million and $55.2 million, respectively, and for the six months ended June 30, 2024 and 2023 was $123.7 million and $112.7 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
The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the six months ended June 30, 2024:
| Concerts | Ticketing | Sponsorship & Advertising | Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Balance as of December 31, 2023: | |||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated impairment losses | ( | ( | |||||||||||||||||||||
| Net | |||||||||||||||||||||||
| Acquisitions—current year | |||||||||||||||||||||||
| Acquisitions—prior year | |||||||||||||||||||||||
| Foreign exchange | ( | ( | ( | ( | |||||||||||||||||||
| Balance as of June 30, 2024: | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | |||||||||||||||||||||
| Net | $ | $ | $ | $ | |||||||||||||||||||
We are in various stages of finalizing our 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 our allocation between segments.
Investments in Nonconsolidated Affiliates
At June 30, 2024 and December 31, 2023, we had investments in nonconsolidated affiliates of $548.4 million and $447.5 million, respectively, included in other long-term assets on our consolidated balance sheets.
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NOTE 3—LEASES
The significant components of operating lease expense are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
| Variable and short-term lease expense | |||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | |||||||||||||||||||
| Net lease expense | $ | $ | $ | $ | |||||||||||||||||||
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:
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in thousands) | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | |||||||||
| Lease assets obtained in exchange for lease obligations, net of terminations | $ | $ | |||||||||
As of June 30, 2024, we have additional operating leases that have not yet commenced, with total lease payments of $137.1 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from July 2024 to June 2030 with lease terms ranging from 2 to 28 years.
NOTE 4—LONG-TERM DEBT
Long-term debt, which includes finance leases, consisted of the following:
| June 30, 2024 | December 31, 2023 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Senior Secured Credit Facility: | |||||||||||||||||||||||
| Term loan B | $ | $ | |||||||||||||||||||||
| Revolving credit facility | |||||||||||||||||||||||
| 6.5% Senior Secured Notes due 2027 | |||||||||||||||||||||||
| 3.75% Senior Secured Notes due 2028 | |||||||||||||||||||||||
| 4.875% Senior Notes due 2024 | |||||||||||||||||||||||
| 5.625% Senior Notes due 2026 | |||||||||||||||||||||||
| 4.75% Senior Notes due 2027 | |||||||||||||||||||||||
| 2.0% Convertible Senior Notes due 2025 | |||||||||||||||||||||||
| 3.125% Convertible Senior Notes due 2029 | |||||||||||||||||||||||
| Other debt | |||||||||||||||||||||||
| Total principal amount | |||||||||||||||||||||||
| Less: unamortized discounts and debt issuance costs | ( | ( | |||||||||||||||||||||
| Total debt, net of unamortized discounts and debt issuance costs | |||||||||||||||||||||||
| Less: current portion | |||||||||||||||||||||||
| Total long-term debt, net | $ | $ | |||||||||||||||||||||
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Future maturities of long-term debt at June 30, 2024 are as follows:
| (in thousands) | |||||
| Remainder of 2024 | $ | ||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total | $ | ||||
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 Debt
As of June 30, 2024, other debt includes $275.0 million for a note due in 2026 related to an acquisition of a venue management business in the United States during the first quarter of 2023 and $123.3 million for a Euro-denominated note due in 2024 related to a venue management business located in Europe.
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NOTE 5—FAIR VALUE MEASUREMENTS
Recurring
The following table shows the fair value of our 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.
| Estimated Fair Value | |||||||||||||||||||||||||||||||||||
June 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Cash equivalents 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 data with similar tenors.
Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs. Our 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 our senior secured notes, senior notes and convertible senior notes:
| Estimated Fair Value at | |||||||||||
| June 30, 2024 | December 31, 2023 | ||||||||||
| Level 2 | |||||||||||
| (in thousands) | |||||||||||
| 6.5% Senior Secured Notes due 2027 | $ | $ | |||||||||
| 3.75% Senior Secured Notes due 2028 | $ | $ | |||||||||
| 4.875% Senior Notes due 2024 | $ | $ | |||||||||
| 5.625% Senior Notes due 2026 | $ | $ | |||||||||
| 4.75% Senior Notes due 2027 | $ | $ | |||||||||
| 2.0% Convertible Senior Notes due 2025 | $ | $ | |||||||||
| 3.125% Convertible Senior Notes due 2029 | $ | $ | |||||||||
The estimated fair value of our 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.
Non-recurring
For the six months ended June 30, 2024, we recorded a gain 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 $142.2 million using an observable price from orderly transactions for a similar investment of the same issuer. We remeasured the warrant to fair value of $52.6 million using an option pricing model.
For the six months ended June 30, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $24.4 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 as an equity-method investment. To calculate the gain, we remeasured the investment to fair value of $35.9 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 six months ended June 30, 2023, there were no significant non-recurring fair value measurements.
16
NOTE 6—COMMITMENTS AND CONTINGENT LIABILITIES
Litigation
Consumer Class Actions
The putative class action lawsuits filed against Live Nation and Ticketmaster in Canada in 2018 making certain allegations regarding Ticketmaster conduct that allegedly encourages the resale of tickets on secondary ticket exchanges have progressed materially. We no longer believe these matters pose a risk of material loss to our financial position, cash flows, or results of operations.
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.
During the three and six months ended June 30, 2024, all remaining wrongful death lawsuits were settled, and we began settlement discussions in earnest with certain remaining parties with injury claims. As a result, we have recognized $94 million and $280 million for the three and six months ended June 30, 2024, respectively, within selling, general and administrative expenses for the estimated probable losses in excess of our expected insurance recoveries. The amounts recorded as of June 30, 2024 represent our best estimate of the ultimate loss associated with all remaining lawsuits and claims.
Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, is 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.
Department of Justice Complaint
In May 2024, the United States Department of Justice, Antitrust Division, together with the attorneys general of twenty-nine states plus the District of Columbia, filed a civil antitrust complaint (the “Complaint”) against Live Nation Entertainment, Inc. and Ticketmaster in the United States District Court for the Southern District of New York alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. The Complaint requests various forms of relief for the alleged violations, including without limitation the divestiture of Ticketmaster by the Company, cancellation of certain ticketing contracts, enjoining the Company from engaging in anticompetitive practices, and other forms of relief. Certain states also seek unspecified damages for their citizens.
The Company believes it has substantial defenses to the lawsuit and will vigorously defend itself.
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 subject of personal injury and wrongful death claims relating to accidents at our 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 materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings.
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NOTE 7—EQUITY
Accumulated Other Comprehensive Income (Loss)
The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2024:
| Cash Flow Hedge | Foreign Currency Items | Total | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | |||||||||||||
Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||
| Amount reclassified from AOCI | ( | ( | |||||||||||||||
| Net other comprehensive income (loss) | ( | ( | |||||||||||||||
| Balance at June 30, 2024 | $ | $ | ( | $ | ( | ||||||||||||
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 our convertible senior notes, where dilutive.
The following table sets forth the computation of weighted average common shares outstanding:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Weighted average common shares—basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Stock options and restricted stock | |||||||||||||||||||||||
| Convertible senior notes | |||||||||||||||||||||||
| Weighted average common shares—diluted | |||||||||||||||||||||||
The following table shows securities excluded from the calculation of diluted net income per common share because such securities are anti-dilutive:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Options to purchase shares of common stock | |||||||||||||||||||||||
| Restricted stock and deferred stock—unvested | |||||||||||||||||||||||
| Conversion shares related to the convertible senior notes | |||||||||||||||||||||||
| Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding | |||||||||||||||||||||||
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NOTE 8—SEGMENTS AND REVENUE RECOGNITION
Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising. We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain acquisition expenses (including ongoing legal costs stemming from the Ticketmaster merger, 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 stock-based compensation 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. Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI. 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.
Revenue and expenses earned and charged between segments are eliminated in consolidation. Our 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.
We manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, our management to allocate resources to or assess performance of our segments, and therefore, total segment assets and related depreciation and amortization have not been presented.
The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2024 and 2023:
| Concerts | Ticketing | Sponsorship & Advertising | Other & Eliminations | Corporate | Consolidated | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| % of Consolidated Revenue | |||||||||||||||||||||||||||||||||||
| Intersegment revenue | $ | $ | $ | $ | ( | $ | $ | — | |||||||||||||||||||||||||||
| AOI | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| % of Consolidated Revenue | |||||||||||||||||||||||||||||||||||
| Intersegment revenue | $ | $ | $ | $ | ( | $ | $ | — | |||||||||||||||||||||||||||
| AOI | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| % of Consolidated Revenue | |||||||||||||||||||||||||||||||||||
| Intersegment revenue | $ | $ | $ | $ | ( | $ | $ | — | |||||||||||||||||||||||||||
| AOI | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2023 | |||||||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| % of Consolidated Revenue | |||||||||||||||||||||||||||||||||||
| Intersegment revenue | $ | $ | $ | $ | ( | $ | $ | — | |||||||||||||||||||||||||||
| AOI | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
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The following table sets forth the reconciliation of consolidated AOI to operating income for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| AOI | $ | $ | $ | $ | |||||||||||||
| Acquisition expenses | ( | ||||||||||||||||
| Amortization of non-recoupable ticketing contract advances | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Gain on sale of operating assets | ( | ( | ( | ( | |||||||||||||
| Astroworld estimated loss contingencies | |||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||
| Operating income | $ | $ | $ | $ | |||||||||||||
Contract Advances
At June 30, 2024 and December 31, 2023, we had ticketing contract advances of $122.0 million and $143.9 million, respectively, recorded in prepaid expenses and $122.0 million and $135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets.
Sponsorship Agreements
At June 30, 2024, we had contracted sponsorship agreements with terms greater than one year that had approximately $1.7 billion of revenue related to future benefits to be provided by us. We expect to recognize, based on current projections, approximately 24 %, 30 %, 23 % and 23 % 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 and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Concerts | $ | $ | $ | $ | |||||||||||||||||||
| Ticketing | |||||||||||||||||||||||
| Sponsorship & Advertising | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
20
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—Other Information—Item 1A.—Risk Factors, in Part I—Item IA.—Risk Factors of our 2023 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 the currently unrealized risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend to update these forward-looking statements, except as required by applicable law.
Executive Overview
For the third year in a row, our second quarter was a record for the Company with operating income and AOI both up 21% versus 2023. Compared to just five years ago, we have more than doubled our second quarter revenue, operating income and AOI results.
For the second quarter of 2024, our overall revenue increased by 7% to $6.0 billion on a reported basis as compared to the same period last year. On a constant currency basis, the growth was also 7%. The most significant growth came from our Concerts segment as a result of market expansion in the form of increased show count, fans, and onsite spend. Our operating income for the quarter increased by $79.4 million, or 21%, from $386.4 million in the second quarter of 2023 to $465.8 million in the second quarter of 2024 due to higher performance from all three of our major business segments, most notably our Concerts segment. The increase in operating income was $88 million, or 23%, at constant currency.
For the first six months of 2024, our consolidated revenue increased by $1.06 billion, or 12%, compared to the same period in 2023, from $8.76 billion to $9.82 billion. The increase was $1.1 billion, or 13%, on a constant currency basis. We had consolidated operating income of $429 million for the first six months of 2024, compared to $529 million for the first six months of 2023, a decrease of $100 million. Stronger operating performance in all three of our major business segments was offset by Astroworld estimated loss contingencies in our Concerts segment. Consolidated AOI for the first six months increased by $174 million, or 19%, compared to the same period in 2023, from $909 million to $1.1 billion. The increase was $193 million, or 21%, on a constant currency basis.
Based on our strong pipeline of arena, amphitheater and theater and club shows for the remainder of the year as well as ticket sales for 2024 shows pacing ahead of last year, we are optimistic for continued success in the remainder of the year even with reduced stadium activity relative to the prior year.
All of the segment financial comments to follow are based on reported foreign currency exchange rates.
21
Our Concerts segment revenue for the quarter increased by $354 million, or 8%, from $4.6 billion in the second quarter of 2023 to $5.0 billion in the second quarter of 2024. The revenue growth was partially the result of more shows and fans in North America. The number of events for the second quarter of 2024 was approximately 14,700 compared to approximately 12,300 in the second quarter of 2023, an increase of 2,400 events or 20%. The number of fans for the quarter was 38.9 million compared to 37.1 million last year, for growth of 1.8 million fans or 5%. The increase in activity was largely in the United States, powered by fan count at our owned or operated venues, excluding festivals, was up 18% for the quarter. Following the trend from the first quarter of 2024, arena activity was also very strong, with double digit growth globally, most notably in the United States and Latin America. Some of the major acts touring in the second quarter included Olivia Rodrigo, Bad Bunny, Metallica and Noah Kahan. Our larger festivals in the quarter included EDC Vegas, Bottlerock and Download in the United Kingdom. With amphitheater show count up by over 25% and activity in our owned or operated venues increasing, onsite spend in our amphitheaters increased by nearly 40%. As a result, Concerts operating income for the quarter improved by $37.1 million compared to the same period in 2023, from $78.5 million to $115.6 million. Meanwhile, Concerts AOI for the quarter was $271 million compared to $168 million in the second quarter of 2023, for growth of $103 million or 61%. Operating income margins increased from 1.7% in the second quarter of 2023 to 2.3% in the second quarter of 2024 while AOI margin for the second quarter of 2024 was 5.4% compared to 3.6% last year. On a year-to-date basis, Concerts margins are out-pacing 2019 which was our previous record year for margins.
For the first six months of 2024, Concerts revenue grew $952 million compared to the same period in 2023, from $6.9 billion to $7.9 billion. For the first six months of 2024, our Concerts fan count was nearly 62 million compared to 56 million compared to the same period in 2023, an improvement of 6 million fans or 10%. Onsite spending at our United States amphitheater shows for the first six months of 2024 is pacing ahead of full-year 2023 and on-track to deliver $2 more per fan for the season, driven by higher food and beverage spending. For our larger festivals, the onsite spend growth has been even stronger. With roughly 40% of our festival events now played off, we have seen double-digit growth in per fan spend, driven largely by higher food and beverage and VIP sales. Concerts AOI for the first six months increased by $105 million, or 62%, compared to the same period in 2023, from $169 million to $274 million.
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 development of innovative products that support selling tickets to fans. Our ticket marketplaces have reduced friction in the ticket purchase experience and created additional revenue opportunities.
Our Ticketing segment revenue for the quarter increased by $21 million, or 3%, from $709.3 million in the second quarter of 2023 to $730.7 million in the second quarter of 2024. We sold approximately 78 million fee-bearing tickets in the second quarter of 2024 compared to 79 million tickets in the same period of the prior year. Our revenue and ticket sales were flat despite the reduction in stadium sales, reflecting strong demand for arena and amphitheater shows. It was our fifth highest quarter ever in terms of ticket volume, both on a reported and transacted basis. Ticketing AOI for the quarter was $293 million, essentially even with last year.
For the first six months of 2024, our Ticketing segment revenue grew by $67 million compared to the same period in 2023, from $1.4 billion to $1.5 billion. Ticketing AOI for the first six months of 2024 increased by $13 million compared to the same period in 2022, from $564 million to $577 million. Through the end of June 2024, our fee-bearing ticket sales were 155 million tickets, 4 million ahead of 2023. We have signed clients with over 17 million net new tickets so far this year, of which two-thirds are in our international markets, which gives us confidence our ticketing platforms’ features and functionalities will continue to fuel growth going forward.
We continue to grow our sponsorship and advertising partnerships and our clients are able to reach their customers via the powerful connection that live shows creates with ardent fans.
Our Sponsorship & Advertising segment revenue for the quarter increased by $9 million, or 3%, from $303 million in the second quarter of 2023 to $312 million in the second quarter of 2024. The improvement was largely due to strategic deals in the United States as well as the success of our international festivals. For the first six months of 2024, our sponsorship growth has been driven by our owned or operated venues and festival assets, re-emphasizing the importance of our venues footprint and expansion strategy. AOI for the quarter increased by $19.5 million, from $203.1 million in the second quarter of 2023 to $222.6 million in the second quarter of 2024. For the first six months of 2024, our Sponsorship & Advertising revenue grew $50.5 million compared to the same period in 2023, from $473.0 million to $523.5 million. Sponsorship & Advertising AOI for the first six months increased by $54 million compared to the same period in 2023, from $299 million to $353 million.
We are optimistic about the long-term potential of our Company and are focused on the key elements of our business model: expanding our global platforms to connect artists and fans.
22
Consolidated Results of Operations
Three Months
| Three Months Ended June 30, | % Change | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| As Reported | Currency Impacts | At Constant Currency** | As Reported | As Reported | At Constant Currency** | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Revenue | $ | 6,023,416 | $ | 28,482 | $ | 6,051,898 | $ | 5,630,723 | 7% | 7% | |||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Direct operating expenses | 4,408,209 | 4,164,778 | 6% | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 926,222 | 868,595 | 7% | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 137,729 | 136,514 | 1% | ||||||||||||||||||||||||||||||||
| Gain on disposal of operating assets | (779) | (7,013) | 89% | ||||||||||||||||||||||||||||||||
| Corporate expenses | 86,216 | 81,478 | 6% | ||||||||||||||||||||||||||||||||
| Operating income | 465,819 | 8,457 | 474,276 | 386,371 | 21% | 23% | |||||||||||||||||||||||||||||
| Operating margin | 7.7% | 7.8% | 6.9% | ||||||||||||||||||||||||||||||||
| Interest expense | 79,970 | 81,995 | |||||||||||||||||||||||||||||||||
| Interest income | (44,425) | (56,452) | |||||||||||||||||||||||||||||||||
| Equity in earnings of nonconsolidated affiliates | (5,376) | (5,558) | |||||||||||||||||||||||||||||||||
| Other income, net | (20,742) | (6,599) | |||||||||||||||||||||||||||||||||
| Income before income taxes | 456,392 | 372,985 | |||||||||||||||||||||||||||||||||
| Income tax expense | 80,164 | 41,648 | |||||||||||||||||||||||||||||||||
| Net income | 376,228 | 331,337 | |||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 78,258 | 37,655 | |||||||||||||||||||||||||||||||||
| Net income attributable to common stockholders of Live Nation | $ | 297,970 | $ | 293,682 | |||||||||||||||||||||||||||||||
_______
| ** | 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 $392.7 million during the three months ended June 30, 2024 as compared to the same period of the prior year due to increased revenue in our Concerts segment of $353.7 million, Ticketing segment of $21.3 million and Sponsorship & Advertising segment of $9.4 million as further discussed within each segment’s operating results.
Operating income
Operating income increased $79.4 million during the three months ended June 30, 2024 as compared to the same period of the prior year primarily driven by increased operating income in our Concerts segment of $37.1 million, Ticketing segment of $2.2 million and Sponsorship & Advertising segment of $28.8 million as further discussed within each segment’s operating results.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests increased $40.6 million during the three months ended June 30, 2024 as compared to the same period of the prior year primarily due to higher operating results from certain concert businesses.
23
Consolidated Results of Operations
Six Months
| Six Months Ended June 30, | % Change | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| As Reported | Currency Impacts | At Constant Currency** | As Reported | As Reported | At Constant Currency** | ||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Revenue | $ | 9,822,945 | $ | 35,925 | $ | 9,858,870 | $ | 8,758,113 | 12% | 13% | |||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Direct operating expenses | 7,054,666 | 6,280,367 | 12% | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 1,907,781 | 1,558,916 | 22% | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 270,323 | 251,699 | 7% | ||||||||||||||||||||||||||||||||
| Gain on disposal of operating assets | (1,430) | (6,509) | (78)% | ||||||||||||||||||||||||||||||||
| Corporate expenses | 162,293 | 144,493 | 12% | ||||||||||||||||||||||||||||||||
| Operating income | 429,312 | 21,359 | 450,671 | 529,147 | (19)% | (15)% | |||||||||||||||||||||||||||||
| Operating margin | 4.4% | 4.6 | % | 6.0% | |||||||||||||||||||||||||||||||
| Interest expense | 160,661 | 171,210 | |||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | — | 18,366 | |||||||||||||||||||||||||||||||||
| Interest income | (87,682) | (96,765) | |||||||||||||||||||||||||||||||||
| Equity in earnings of nonconsolidated affiliates | (5,460) | (9,665) | |||||||||||||||||||||||||||||||||
| Other expense (income), net | (97,796) | 4,984 | |||||||||||||||||||||||||||||||||
| Income before income taxes | 459,589 | 441,017 | |||||||||||||||||||||||||||||||||
| Income tax expense | 115,578 | 65,488 | |||||||||||||||||||||||||||||||||
| Net income | 344,011 | 375,529 | |||||||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 92,774 | 85,016 | |||||||||||||||||||||||||||||||||
| Net income attributable to common stockholders of Live Nation | $ | 251,237 | $ | 290,513 | |||||||||||||||||||||||||||||||
____________
| ** | 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 $1.1 billion during the six months ended June 30, 2024 as compared to the same period of the prior year driven by increased revenue in our Concerts segment of $951.9 million, Ticketing segment of $66.8 million and Sponsorship & Advertising segment of $50.5 million as further discussed within each segment’s operating results.
Operating income
Operating income decreased $99.8 million during the six months ended June 30, 2024 as compared to the same period of the prior year primarily driven by decreased operating income in our Concerts segment of $175.1 million partially offset by increased operating income in our Ticketing segment of $11.8 million and Sponsorship & Advertising segment of $63.3 million, as further discussed within each segment’s operating results.
Other expense (income), net
For the six months ended June 30, 2024, we had other income, net of $97.8 million which includes mark to market adjustments for certain investments in nonconsolidated affiliates of $88.8 million. For the six months ended June 30, 2023, we had other expense, net of $5.0 million which includes net foreign exchange rate losses of $29.8 million partially offset by mark to market adjustments for certain investments in nonconsolidated affiliates of $26.5 million. The net foreign exchange rate losses result primarily from revaluation of certain foreign currency denominated net assets held internationally.
24
Income tax expense
For the six months ended June 30, 2024, we had a net tax expense of $115.6 million on income before income taxes of $459.6 million compared to a net tax expense of $65.5 million on an income before income taxes of $441.0 million for the six months ended June 30, 2023. For the six months ended June 30, 2024, the income tax expense consisted of $96.5 million related to foreign entities, $2.7 million related to United States federal taxes, and $16.4 million related to state and local income taxes. The net increase in tax expense of $50.1 million was primarily due to profits in certain non-United States jurisdictions.
Non-GAAP Measure
AOI
AOI is a non-GAAP financial measure that we define as consolidated operating income (loss) before certain acquisition expenses (including ongoing legal costs stemming from the Ticketmaster merger, 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 stock-based compensation 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. 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 consolidated operating income to consolidated AOI for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Operating income | $ | 465,819 | $ | 386,371 | $ | 429,312 | $ | 529,147 | |||||||||
| Acquisition expenses | (30,035) | 24,829 | 522 | 38,140 | |||||||||||||
| Amortization of non-recoupable ticketing contract advances | 21,161 | 21,234 | 45,241 | 41,597 | |||||||||||||
| Depreciation and amortization | 137,729 | 136,514 | 270,323 | 251,699 | |||||||||||||
| Gain on sale of operating assets | (779) | (7,013) | (1,430) | (6,509) | |||||||||||||
| Astroworld estimated loss contingencies | 94,000 | — | 279,915 | — | |||||||||||||
| Stock-based compensation expense | 28,336 | 27,762 | 59,738 | 55,333 | |||||||||||||
| AOI | $ | 716,231 | $ | 589,697 | $ | 1,083,621 | $ | 909,407 | |||||||||
25
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 future year, all advertising costs incurred to date are expensed in the period when the event is rescheduled.
Concerts direct operating expenses include artist fees, event production costs, show-related marketing and advertising expenses, along with other costs.
To judge the health of our Concerts segment, we primarily monitor the number of confirmed events and fan attendance in our network of 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 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.
Ticketing
Revenue related to ticketing service charges is recognized when the ticket is sold for our third-party clients. For our own events, where our concert promoters control ticketing, revenue is deferred and recognized when the event occurs. GTV represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge. We use GTV to evaluate changes in ticket fee revenue that are driven by the pricing of our service charges.
Ticketing direct operating expenses include call center costs and credit card fees, along with other costs.
To judge the health of our Ticketing segment, we primarily review the GTV and the number of tickets sold through our 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 periods without the impact of changes in foreign exchange rates.
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.
26
Key Operating Metrics
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (in thousands except estimated events) | |||||||||||||||||||||||
Concerts (1) | |||||||||||||||||||||||
| Estimated events: | |||||||||||||||||||||||
North America (2) | 9,990 | 8,111 | 17,167 | 14,420 | |||||||||||||||||||
| International | 4,688 | 4,130 | 8,714 | 7,726 | |||||||||||||||||||
| Total estimated events | 14,678 | 12,241 | 25,881 | 22,146 | |||||||||||||||||||
| Estimated fans: | |||||||||||||||||||||||
North America (2) | 23,187 | 18,474 | 34,078 | 26,131 | |||||||||||||||||||
| International | 15,706 | 18,599 | 27,744 | 29,842 | |||||||||||||||||||
| Total estimated fans | 38,893 | 37,073 | 61,822 | 55,973 | |||||||||||||||||||
Ticketing (3) | |||||||||||||||||||||||
| Estimated number of fee-bearing tickets sold | 78,470 | 78,879 | 155,048 | 151,145 | |||||||||||||||||||
| Estimated number of non-fee-bearing tickets sold | 75,125 | 71,236 | 153,557 | 144,436 | |||||||||||||||||||
| Total estimated tickets sold | 153,595 | 150,115 | 308,605 | 295,581 | |||||||||||||||||||
_________
(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)North America refers to our 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 our own events where our concert promoters control ticketing which are reported when the events occur. The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our “do it yourself” platform. These ticketing metrics are net of any refunds requested and any cancellations that occurred during the period and up to the time of reporting of these consolidated financial statements.
27
Segment Operating Results
Concerts
Our Concerts segment operating results were, and discussions of significant variances are, as follows:
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | ||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||
| Revenue | $ | 4,987,039 | $ | 4,633,291 | 8% | $ | 7,866,414 | $ | 6,914,503 | 14% | |||||||||||||||||||||||||
| Direct operating expenses | 4,114,715 | 3,884,238 | 6% | 6,474,206 | 5,722,684 | 13% | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 664,853 | 604,333 | 10% | 1,391,693 | 1,060,878 | 31% | |||||||||||||||||||||||||||||
| Depreciation and amortization | 92,646 | 72,913 | 27% | 183,009 | 143,441 | 28% | |||||||||||||||||||||||||||||
| Gain on disposal of operating assets | (780) | (6,674) | (88)% | (1,492) | (6,559) | (77)% | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | 115,605 | $ | 78,481 | 47% | $ | (181,002) | $ | (5,941) | * | |||||||||||||||||||||||||
| Operating margin | 2.3 | % | 1.7 | % | (2.3) | % | (0.1) | % | |||||||||||||||||||||||||||
| AOI | $ | 270,694 | $ | 168,058 | 61% | $ | 273,766 | $ | 168,890 | 62% | |||||||||||||||||||||||||
| AOI margin | 5.4 | % | 3.6 | % | 3.5 | % | 2.4 | % | |||||||||||||||||||||||||||
_______
| * | Percentages are not meaningful. | ||||
Three Months
Revenue
Concerts revenue increased $353.7 million during the three months ended June 30, 2024 as compared to the same period of the prior year primarily due to increased shows and fan growth across the United States. In particular, higher arena and amphitheater shows and fan count contributed to the increase in revenue. Concerts had incremental revenue of $90.4 million during the three months ended June 30, 2024 from acquisitions and new venues.
Operating results
Concerts AOI increased $102.6 million and operating income increased $37.1 million for the three months ended June 30, 2024 as compared to the same period of the prior year. The increase in AOI was primarily driven by increases 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 remaining change in operating income outside of AOI of $65.5 million is primarily associated with Astroworld estimated loss contingencies of $94.0 million and higher depreciation and amortization of $19.7 million related to capital expenditures incurred to support the increased operations partially offset by lower acquisition expense of $54.4 million for costs incurred related to contingent considerations changes.
Six Months
Revenue
Concerts revenue increased $951.9 million during the six months ended June 30, 2024 as compared to the same period of the prior year primarily due to increased shows and fan growth across the United States. In particular, higher arena and amphitheater shows and fan count contributed to the increase in revenue. Concerts had incremental revenue of $149.6 million during the six months ended June 30, 2024 from acquisitions and new venues.
Operating results
Concerts AOI increased $104.9 million during the six months ended June 30, 2024 as compared to the same period of the prior year primarily driven by an increase in revenues from the number of shows discussed above partially offset by increased 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 remaining change in operating income outside of AOI of $279.9 million is primarily associated with Astroworld estimated loss contingencies of $279.9 million and higher depreciation and amortization of $39.6 million related to capital expenditures incurred to support the increased operations partially offset by lower acquisition expense of $50.1 million related to contingent considerations changes.
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Ticketing
Our Ticketing segment operating results were, and discussions of significant variances are, as follows:
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | ||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||
| Revenue | $ | 730,677 | $ | 709,342 | 3% | $ | 1,453,855 | $ | 1,387,083 | 5% | |||||||||||||||||||||||||
| Direct operating expenses | 251,089 | 233,080 | 8% | 504,923 | 471,237 | 7% | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 214,375 | 210,400 | 2% | 429,630 | 403,595 | 6% | |||||||||||||||||||||||||||||
| Depreciation and amortization | 24,409 | 27,623 | (12)% | 47,923 | 52,707 | (9)% | |||||||||||||||||||||||||||||
| Loss (gain) on disposal of operating assets | 2 | (340) | * | 46 | 34 | 35% | |||||||||||||||||||||||||||||
| Operating income | $ | 240,802 | $ | 238,579 | 1% | $ | 471,333 | $ | 459,510 | 3% | |||||||||||||||||||||||||
| Operating margin | 33.0 | % | 33.6 | % | 32.4 | % | 33.1 | % | |||||||||||||||||||||||||||
| AOI | $ | 292,533 | $ | 292,685 | —% | $ | 576,648 | $ | 563,736 | 2% | |||||||||||||||||||||||||
| AOI margin | 40.0 | % | 41.3 | % | 39.7 | % | 40.6 | % | |||||||||||||||||||||||||||
_______
| * | Percentages are not meaningful. | ||||
Three Months
Revenue
Ticketing revenue increased $21.3 million, or 3%, during the three months ended June 30, 2024 as compared to the same period of the prior year due to higher arena and amphitheater sales which was partially offset by a reduction in stadium activity.
Operating results
The increase in revenue discussed above were partially offset by higher direct operating expenses to support the increased operations and enterprise growth resulting in a decrease in AOI of $0.2 million and operating income increase of $2.2 million during the three months ended June 30, 2024 as compared to the same period of the prior year.
Six Months
Revenue
Ticketing revenue increased $66.8 million during the six months ended June 30, 2024 as compared to the same period of the prior year. This increase is primarily due to higher sales volumes in international markets driven by more events on sale in 2024 as compared to 2023.
Operating results
Ticketing AOI increased $12.9 million and operating income increased $11.8 million during the six months ended June 30, 2024 as compared to the same period of the prior year primarily driven by increased ticketing activity discussed above. These increases were partially offset by higher direct operating expenses to support the increased operations and enterprise growth as well as higher selling, general and administrative expenses attributable to increased compensation expenses from increased headcount as compared to the prior year.
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Sponsorship & Advertising
Our Sponsorship & Advertising segment operating results were, and discussions of significant variances are, as follows:
| Three Months Ended June 30, | % Change | Six Months Ended June 30, | % Change | ||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||
| Revenue | $ | 312,234 | $ | 302,859 | 3% | $ | 523,511 | $ | 472,977 | 11% | |||||||||||||||||||||||||
| Direct operating expenses | 47,474 | 59,843 | (21)% | 93,011 | 100,510 | (7)% | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 44,397 | 42,235 | 5% | 82,689 | 78,307 | 6% | |||||||||||||||||||||||||||||
| Depreciation and amortization | 17,342 | 26,521 | (35)% | 33,082 | 42,763 | (23)% | |||||||||||||||||||||||||||||
| Loss (Gain) on sale of operating assets | (1) | — | * | 16 | — | * | |||||||||||||||||||||||||||||
| Operating income | $ | 203,022 | $ | 174,260 | 17% | $ | 314,713 | $ | 251,397 | 25% | |||||||||||||||||||||||||
| Operating margin | 65.0 | % | 57.5 | % | 60.1 | % | 53.2 | % | |||||||||||||||||||||||||||
| AOI | $ | 222,622 | $ | 203,139 | 10% | $ | 352,597 | $ | 298,670 | 18% | |||||||||||||||||||||||||
| AOI margin | 71.3 | % | 67.1 | % | 67.4 | % | 63.1 | % | |||||||||||||||||||||||||||
_______
| * | Percentages are not meaningful. | ||||
Three Months
Revenue
Sponsorship & Advertising revenue increased $9.4 million during the three months ended June 30, 2024 as compared to the same period of the prior year primarily driven by increased sponsorship activity from our United States and international festivals.
Operating results
Sponsorship & Advertising AOI increased $19.5 million and operating income increased $28.8 million for the three months ended June 30, 2024 as compared to the same period of the prior year. These increases were primarily due to increased revenues from sponsorship activity discussed above and lower direct operating expenses due to reduced fulfillment costs.
Six Months
Revenue
Sponsorship & Advertising revenue increased $50.5 million during the six months ended June 30, 2024 as compared to the same period of the prior year primarily driven by increased sponsorship activity from our international festivals
Operating results
Sponsorship & Advertising AOI increased $53.9 million and operating income increased $63.3 million during the six months ended June 30, 2024 as compared to the same period of the prior year. These increases were primarily due to higher sponsorship activity revenues discussed above.
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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 $6.4 billion at June 30, 2024 and $6.2 billion at December 31, 2023. Included in the June 30, 2024 and December 31, 2023 cash and cash equivalents balances are $1.3 billion and $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, which 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 $3.1 billion in cash and cash equivalents, excluding client cash, at June 30, 2024. We generally do not repatriate these funds, but if we did, we would need to accrue and pay United States state income taxes as well as any applicable foreign 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 $6.2 billion and $6.6 billion, respectively, at June 30, 2024 and December 31, 2023. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.6% at June 30, 2024, with approximately 93% of our debt at fixed rates. Our weighted-average cost of debt for short-term borrowings outstanding at June 30, 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 often receive cash related to ticket revenue 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 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, 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.
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The lenders under our revolving loans and counterparty to our interest rate hedge agreement consists of banks and other third-party financial institutions. While we currently have no indications or expectations that such lenders 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 the counterparty to our interest rate hedge agreement default on its obligation, we could experience higher interest rate volatility during the period of any such default.
Sources of Cash
Amended Senior Secured Credit Facility
Our senior secured credit facility provides for borrowings of up to $1.3 billion with a $250 million sublimit for the issuance of letters of credit and a $100 million for swingline borrowings. The revolving credit facility allows for a $780 million sublimit for borrowings in U.S. Dollars, Euros, or Sterling, and a $260 million sublimit for borrowings in those or one or more other approved non-U.S. currencies. The revolving credit facility 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, to increase the term B loan and revolving facilities by an amount not to exceed an amount equal to the sum of (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, on a pro-forma basis after giving effect to such increase, is no greater than 4.50x.
Our obligations under the Amended Credit Agreement will continue to be guaranteed by the majority of our direct and indirect domestic subsidiaries, subject to certain exceptions, and the obligations of the foreign subsidiary borrowers, if any, will be guaranteed by us, the majority of our 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 be secured by a lien on substantially all of our tangible and intangible personal property and the domestic subsidiaries that are guarantors, and 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 limited exceptions.
The interest rates per annum applicable to the revolving credit facility under the amended senior secured credit facility are, at our option, equal to either Term SOFR plus 1.75% or a base rate (as defined in the Credit Agreement) plus 0.75%.
The interest rates per annum applicable to the term loan B are, at our option, equal to either Term Benchmark Loans or RFR Loans (as defined in the Credit Agreement) plus 1.75% or a base rate plus 0.75%. We have an interest rate swap agreement that ensures the interest rate on $500 million principal amount of our outstanding term loan B does not exceed 3.445% through October 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 2026. We are also required to make mandatory prepayments of the loan, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.
We 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 $21.9 million, $1.28 billion was available for future borrowings from our revolving credit facility as of June 30, 2024.
The revolving credit facility matures on November 16, 2028, provided, that if (x) any of the term 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 such outstanding principal amount plus $500 million, then the maturity date of the amended senior secured credit facility will instead be such date.
During the six months ended June 30, 2024, we repaid $370 million of principal related to our revolving credit facility. No material gain or loss was recorded as a result of this repayment.
Debt Covenants
As of June 30, 2024, we believe we were in compliance with all of our debt 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 these covenants throughout 2024.
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Uses of Cash
Acquisitions
During the six months ended June 30, 2024, we completed various acquisitions that resulted in cash paid, net of cash acquired of $17.6 million.
Capital Expenditures
Venue and ticketing operations require ongoing investment in our existing venues and ticketing systems to address fan and artist expectations, technological industry advances and various federal, state and/or local regulations.
We categorize capital outlays between revenue generating capital expenditures and maintenance capital expenditures. Revenue generating capital expenditures are primarily focused on our global venue expansion strategy as we connect more artists to their global fan base and major renovations to buildings to enhance the fan experience and drive improvements in our hospitality efforts including onsite spending and premium experiences. In addition, in Ticketing, we continue to develop 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. 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 expenditures funded by insurance proceeds, consisted of the following:
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in thousands) | |||||||||||
| Revenue generating | $ | 258,764 | $ | 112,906 | |||||||
| Maintenance | 49,573 | 44,740 | |||||||||
| Total capital expenditures | $ | 308,337 | $ | 157,646 | |||||||
Revenue generating capital expenditures during the first six months of 2024 increased from the same period of the prior year primarily due to enhancements at our theaters and amphitheaters in the United States as well as a stadium in South America.
We expect capital expenditures to be approximately $650 million for the year ending December 31, 2024 with approximately 75% of the capital expenditures on revenue generating projects.
Cash Flows
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (in thousands) | |||||||||||
| Cash provided by (used in): | |||||||||||
| Operating activities | $ | 1,400,954 | $ | 1,646,849 | |||||||
| Investing activities | $ | (434,405) | $ | (299,206) | |||||||
| Financing activities | $ | (642,976) | $ | 73,514 | |||||||
Operating Activities
Cash provided by operating activities decreased $245.9 million for the six months ended June 30, 2024 as compared to the same period of the prior year primarily due to higher mark-to-market gains on certain investments in nonconsolidated affiliates, changes in the fair value of contingent consideration as well as changes in operating assets and liabilities from timing of events on sale, payments and receipts.
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Investing Activities
Cash used in investing activities increased $135.2 million for the six months ended June 30, 2024 as compared to the prior year primarily due to higher purchases of property, plant and equipment in 2024 for revenue generating capital expenditures. See “—Uses of Cash - Acquisitions and Capital Expenditures” above for further discussion.
Financing Activities
Cash used in financing activities was $643.0 million for the six months ended June 30, 2024 primarily due to the principal repayment of our revolving credit facility as compared to cash provided by financing activities of $73.5 million for the same period of the prior year primarily due to proceeds in 2023 from the issuance of our 3.125% convertible senior notes partially offset by the repurchase of our 2.5% convertible senior notes. See “—Sources of Cash” above for further discussion.
Seasonality
Information regarding the seasonality of our business can be found in Part I—Financial Information—Item 1.—Financial Statements—Note 1 – Basis of Presentation and Other Information.
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. We operate in certain countries that are hyper-inflationary, for example Argentina, however the impact of these currencies did not have a material impact on our statement of operations for the three and six months ended June 30, 2024 and 2023. Our foreign operations reported an operating income of $306.3 million for the six months ended June 30, 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 six months ended June 30, 2024 by $30.6 million. As of June 30, 2024, our most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and 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 June 30, 2024, we had forward currency contracts outstanding with an aggregate notional amount of $242.6 million.
Interest Rate Risk
Our market risk is also affected by changes in interest rates. We had $6.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of June 30, 2024. Of the total amount, we had $5.8 billion of fixed-rate debt and $462.0 million of floating-rate debt.
Based on the amount of our floating-rate debt as of June 30, 2024, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $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 June 30, 2024 with no subsequent change in rates for the remainder of the period.
In January 2020, we entered into an interest rate swap 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 for the transition from LIBOR to SOFR. The swap agreement expires in October 2026, has a notional amount of $500.0 million and ensures that a portion of our floating-rate debt does not exceed 3.445%.
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Accounting and Other Pronouncements
Information regarding recently issued and adopted accounting pronouncements can be found in Part I — Financial Information—Item 1.—Financial Statements—Note 1 – Basis of Presentation and Other Information.
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—Financial Information—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024.
There have been no changes to our critical accounting policies during the six months ended June 30, 2024.
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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 June 30, 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.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding our legal proceedings can be found in Part I—Financial Information—Item 1. Financial Statements—Note 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—Item 1A.—Risk Factors of our 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024, describes some of the risks and uncertainties associated with our business which could materially and adversely affect our business, financial condition, cash flows and results of operations, and the trading price of our common stock could decline as a result. Except as set forth immediately below, we do not believe that there have been any material changes to the risk factors previously disclosed in our 2023 Annual Report on Form 10-K.
The U.S. Department of Justice and the attorneys general of certain states have sued us alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. An unfavorable outcome in this matter could adversely affect our business and operating results.
As described in Part I—Financial Information—Item 1.—Financial Statements—Note 6 – Commitments and Contingent Liabilities, under the caption “Department of Justice Complaint,” in May 2024 we were sued by state and federal authorities for alleged violations of various laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action, with various forms of relief requested for the alleged violations, including without limitation the divestiture of Ticketmaster by the Company, cancellation of certain ticketing contracts, enjoining the Company from engaging in anticompetitive practices, monetary damages, and other forms of relief. While this litigation is at its earliest states and we believe that we have substantial defenses in the matter, due to the nature of the allegations and the potential remedies being sought, an unfavorable outcome in this matter could have a material adverse impact on our business and operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchase of Equity Securities
The following table provides information regarding repurchases of our common stock during the three months ended June 30, 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) | ||||||||||||||||||||||
| April 2024 | 62,063 | $101.42 | ||||||||||||||||||||||||
| May 2024 | 65,018 | $100.72 | ||||||||||||||||||||||||
| June 2024 | 2,029 | $90.91 | ||||||||||||||||||||||||
| 129,110 | ||||||||||||||||||||||||||
(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
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 June 30, 2024.
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Item 6. Exhibits
| 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.
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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 July 30, 2024.
| LIVE NATION ENTERTAINMENT, INC. | |||||
| By: | /s/ Brian Capo | ||||
| Brian Capo | |||||
| Chief Accounting Officer (Duly Authorized Officer) | |||||
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