EXHIBIT 99.1
LIVE NATION REPORTS
SECOND QUARTER 2006 FINANCIAL RESULTS
- Company Continues to Sharpen Focus on Live Music -
- - Positive Net Income Trend Continues -
LOS ANGELES, CALIFORNIA August 4, 2006 Live Nation (NYSE: LYV), a leading live event and
venue management company, announced today financial results for the three and six months ended June
30, 2006. Live Nation will discuss these results on a conference call today, Friday, August 4th at
11:00 a.m. Eastern Daylight Time. A live broadcast of the conference call will be available on the
companys website, located at www.livenation.com.
This press release contains certain non-GAAP financial measures as defined by SEC Regulation G. A
reconciliation of each such measure to its most directly comparable GAAP financial measure(s),
together with an explanation of why management believes that these non-GAAP financial measures
provide useful information to investors, is included at the end of this press release.
The company reported revenues of $768.2 million in the second quarter of 2006, an increase of $26.5
million, or 4%, as compared to the second quarter of 2005. Included in revenue is a $2.5 million
increase due to movements in foreign exchange.
Net income increased by $8.7 million to $9.7 million in the quarter, with operating income for the
quarter decreasing by $3.6 million to $11.7 million. Diluted earnings per share for the quarter
amounted to $0.15.
OIBDAN (defined by the company as operating income (loss) before depreciation, amortization, loss
(gain) on sale of operating assets and non-cash compensation expense) was $27.0 million in the
second quarter of 2006, compared to $30.6 million in the second quarter of 2005. OIBDAN is a
non-GAAP financial measure. A reconciliation of OIBDAN to operating income (loss) and net income
(loss), its most directly comparable GAAP financial measures, is included at the end of this press
release.
During the quarter we continued to make significant progress in the implementation of our
strategic plan, said Michael Rapino, Live Nations Chief Executive Officer. An environment of
transformation has begun in 2006 as we execute against our newly defined core business. We have a
clear strategic focus which has resulted in an expansion of our core live music business and the
divestiture of a number of non-core businesses. We are implementing a range of programs to drive
revenues and cash flows and have added strategic acquisitions that expand our fan and artist
relationships. We remain driven by our focus on vertically integrating our business toward the fan
by expanding and improving upon the services we provide to our customers before, during and after
the events we promote or produce each year. We are pleased with the trends we are seeing in the
third quarter, which is the most important season in our industry, and we are optimistic that we
will gradually begin to witness the benefits of our investments as the year progresses.
The companys reportable operating segments are Events, Venues and Sponsorship, and Digital
Distribution. The Events segment principally involves the promotion or production of live music
shows, theatrical performances and specialized motor sports events, along with providing various
services to artists. The Venues and Sponsorship segment principally involves the operation of
venues and the sale of premium seats, national and local sponsorships and placement of advertising,
including signage, promotional programs and naming of subscription series and venues. The Digital
Distribution segment principally involves the management of the companys on-line and wireless
distribution activities, including the development of the companys website and managing the
companys in-house ticketing operations and third-party ticketing relationships. Included in the
Digital Distribution revenue are ticket rebates earned on tickets sold by phone, outlet and over
the internet, for events promoted by the Events segment.
1
Following Live Nations spin-off from Clear Channel Communications, Inc. in December 2005, the
company reorganized its business units and the way in which these businesses are assessed, as
described above, beginning in 2006. The company has reclassified all periods presented to conform
to the current year presentation. Revenue and expenses earned and charged between segments are
eliminated in consolidation.
Segment Financial Information (unaudited)
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Venues and |
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Digital |
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Consolidated |
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(in thousands) |
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Events |
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Sponsorship |
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Distribution |
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Other |
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Corporate |
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Eliminations |
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and Combined |
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Three
Months Ended
June 30, 2006 |
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Revenue |
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$ |
594,122 |
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$ |
146,772 |
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$ |
20,567 |
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$ |
9,735 |
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$ |
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$ |
(2,966 |
) |
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$ |
768,230 |
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Direct operating
expenses |
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559,283 |
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46,269 |
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678 |
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1,514 |
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(2,965 |
) |
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604,779 |
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Selling, general and
administrative expenses |
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56,587 |
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61,516 |
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2,584 |
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8,501 |
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(1 |
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129,187 |
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Depreciation and
amortization |
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2,523 |
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12,588 |
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114 |
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234 |
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847 |
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16,306 |
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Loss (gain) on sale of
operating assets |
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(1,780 |
) |
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73 |
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(36 |
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61 |
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(1,682 |
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Corporate expenses |
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7,958 |
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7,958 |
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Operating income (loss) |
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$ |
(22,491 |
) |
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$ |
26,326 |
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$ |
17,191 |
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$ |
(478 |
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$ |
(8,866 |
) |
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$ |
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$ |
11,682 |
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Three Months Ended
June 30, 2005 |
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Revenue |
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$ |
576,174 |
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$ |
138,733 |
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$ |
17,705 |
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$ |
11,635 |
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$ |
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$ |
(2,556 |
) |
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$ |
741,691 |
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Direct operating
expenses |
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543,237 |
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39,897 |
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708 |
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2,001 |
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(2,525 |
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583,318 |
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Selling, general and
administrative expenses |
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51,782 |
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57,331 |
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734 |
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10,411 |
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(31 |
) |
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120,227 |
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Depreciation and
amortization |
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2,187 |
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11,288 |
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87 |
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623 |
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1,097 |
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15,282 |
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Loss (gain) on sale of
operating assets |
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(68 |
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(174 |
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7 |
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(25 |
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(260 |
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Corporate expenses |
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7,866 |
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7,866 |
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Operating income (loss) |
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$ |
(20,964 |
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$ |
30,391 |
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$ |
16,176 |
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$ |
(1,407 |
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$ |
(8,938 |
) |
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$ |
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$ |
15,258 |
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Six Months Ended
June 30, 2006 |
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Revenue |
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$ |
1,016,382 |
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$ |
224,331 |
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$ |
31,155 |
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$ |
18,741 |
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$ |
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$ |
(5,812 |
) |
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$ |
1,284,797 |
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Direct operating
expenses |
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912,366 |
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72,945 |
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927 |
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2,185 |
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(5,812 |
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982,611 |
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Selling, general and
administrative expenses |
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109,974 |
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114,577 |
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4,882 |
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15,770 |
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245,203 |
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Depreciation and
amortization |
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4,519 |
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24,800 |
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180 |
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469 |
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1,343 |
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31,311 |
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Loss (gain) on sale of
operating assets |
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(1,793 |
) |
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77 |
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(7,687 |
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(7 |
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(9,410 |
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Corporate expenses |
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15,337 |
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15,337 |
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Operating income (loss) |
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$ |
(8,684 |
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$ |
11,932 |
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$ |
25,166 |
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$ |
8,004 |
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$ |
(16,673 |
) |
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$ |
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$ |
19,745 |
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2
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Six Months Ended
June 30, 2005 |
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Revenue |
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$ |
920,542 |
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$ |
213,346 |
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$ |
27,567 |
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$ |
32,132 |
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$ |
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$ |
(7,413 |
) |
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$ |
1,186,174 |
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Direct operating
expenses |
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828,844 |
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66,385 |
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1,101 |
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8,961 |
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(7,339 |
) |
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897,952 |
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Selling, general and
administrative expenses |
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118,078 |
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102,969 |
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1,483 |
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20,774 |
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(46 |
) |
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243,258 |
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Depreciation and
amortization |
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4,511 |
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22,595 |
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|
163 |
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1,264 |
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2,226 |
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30,759 |
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Loss (gain) on sale of
operating assets |
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(110 |
) |
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(303 |
) |
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(176 |
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(28 |
) |
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(617 |
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Corporate expenses |
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27,090 |
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27,090 |
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Operating income (loss) |
|
$ |
(30,781 |
) |
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$ |
21,700 |
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$ |
24,820 |
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$ |
1,309 |
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$ |
(29,288 |
) |
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$ |
(28 |
) |
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$ |
(12,268 |
) |
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Events
Events revenue increased $17.9 million, or 3%, during the three months ended June 30, 2006 as
compared to the same period of the prior year primarily due to the timing of the Werchter festival
in Belgium which took place earlier in 2006, an increase in the number of, and attendance at, our
amphitheater events and an increase in the number of events presented by global theater in the
second quarter of 2006 as compared to the second quarter of 2005. Partially offsetting this
increase was a decline in the number of domestic music events held in third-party theaters and a
decline in domestic festival revenues following our exit from a number of unprofitable festivals in
2005.
Events direct operating expenses increased $16.0 million, or 3%, during the three months ended June
30, 2006 as compared to the same period of the prior year primarily due to the timing of the
Werchter festival and the increase in global theater events as discussed above. In addition,
direct operating expenses increased due to the pre-opening costs related to our production of
Phantom of the Opera in Las Vegas during the second quarter of 2006. Partially offsetting this
increase was a decline in direct operating expenses due primarily to the decline in the number of
domestic music theater events and our exit from a number of domestic music festivals.
Events selling, general and administrative expenses increased $4.8 million, or 9%, during the three
months ended June 30, 2006 as compared to the same period of the prior year primarily due to an
increase in reserves recorded against receivables due to a vendor bankruptcy, as well as increased
consulting expenses related to music marketing. In addition, due to our acquisition of a 50.1%
interest in Mean Fiddler during the third quarter of 2005, we are incurring selling, general and
administrative expenses related to this business that we did not have in the prior year.
Events gain on sale of operating assets increased $1.7 million during the three months ended June
30, 2006 as compared to the same period of the prior year primarily due to a gain recorded related
to theatrical production assets that were sold during 2006.
Overall, the $1.5 million decline in operating income for Events in the second quarter of 2006 as
compared to the same period of 2005 is due primarily to the increased receivable reserve arising
from a vendor bankruptcy, increased costs related to improving our marketing function and
incremental selling, general and administrative expenses due to the 2005 Mean Fiddler acquisition
whose principal events occur in the third quarter. These decreases were partially offset by an
increase in operating income due to the timing of the Werchter festival in Belgium in 2006 and the
gain on sale of operating assets.
3
Venues and Sponsorship
Venues and Sponsorship revenue increased $8.0 million, or 6%, during the three months ended June
30, 2006 as compared to the same period of the prior year primarily due to incremental revenue
related to the Mean Fiddler venues acquired during the third quarter of 2005 and the commencement
of the operating agreement for Wembley Arena in London during the second quarter of 2006. We also
experienced an increase in our owned and/or operated amphitheater results and merchandise revenue
resulting primarily from an increase in attendance. However, this increase was partially offset by
a decline in revenues from several of our larger domestic and international theatrical venues and
one of our international arenas due to a decline in activity during 2006. In addition, sponsorship
revenues declined due to the timing of completion of sponsorship sales in the second quarter of
2006, which we expect to realize in the third quarter.
Venues and Sponsorship direct operating expenses increased $6.4 million, or 16%, during the three
months ended June 30, 2006 as compared to the same period of the prior year primarily due to
incremental direct operating expenses related to the Mean Fiddler acquisition and Wembley Arena
noted above. In addition, direct operating expenses increased related to the increase in
merchandise revenues.
Venues and Sponsorship selling, general and administrative expenses increased $4.2 million, or 7%,
during the three months ended June 30, 2006 as compared to the same period of the prior year
primarily due to an increase in salary, rent and property tax expense related to the acquisitions
of Historic Theater Group and Mean Fiddler and the commencement of the Wembley Arena operating
agreement. We also incurred higher selling, general and administrative expenses related to
building our venue management team in 2006.
Venues and Sponsorship depreciation and amortization expense increased $1.3 million, or 12%, during
the three months ended June 30, 2006 as compared to the same period of the prior year primarily due
to increased depreciation related to capital expenditures to improve the audience experience at our
owned and/or operated amphitheaters.
Overall, the $4.1 million decrease in operating income for Venues and Sponsorship in the second
quarter of 2006 as compared to the same period of 2005 is due primarily to reduced activity in
several of our larger theatrical venues and one of our international arenas, a reduction in
sponsorship sales in the quarter, increased costs related to building the venue management team and
higher depreciation expense for our domestic venues. Offsetting this decline were the improved
operating results from our owned and/or operated amphitheaters.
Digital Distribution
Digital Distribution revenues increased $2.9 million, or 16%, during the three months ended June
30, 2006 as compared to the same period of the prior year primarily due to additional ticket
service charge rebates resulting from the increase in the number of events and attendance within
our Events segment. The increase in these revenues exceeds the growth for our Events segment
during the same period due to the type of events and the related service charges.
Digital Distribution direct operating expenses remained relatively flat during the three months
ended June 30, 2006 as compared to the same period of the prior year due to the small amount of
direct operating expenses that are required for this segment.
Digital Distribution selling, general and administrative expenses increased $1.8 million, or 252%,
during the three months ended June 30, 2006 as compared to the same period of the prior year
primarily due to increases in salary for new staff and consultant expenses related to the
development of our website and internet strategy.
Overall, operating income for Digital Distribution increased slightly in the second quarter of 2006
as compared to the same period of 2005 primarily due to additional ticket service charge rebates,
partially offset by the increased costs related to building the digital distribution management
team and developing our on-line presence.
4
Other Operations
We sold a portion of our sports representation business assets in Los Angeles early in 2006.
Primarily as a result of that sale, during the three months ended June 30, 2006 as compared to the
same period of the prior year, other revenues decreased $1.9 million, or 16%; other selling,
general and administrative expenses decreased $1.9 million, or 18%; and we experienced an overall
$.9 million decrease in operating loss for our other operations.
Interest
Total interest expense decreased $3.4 million during the three months ended June 30, 2006 as
compared to the same period of the prior year primarily due to repayment or capitalization of our
debt with Clear Channel Communications in December 2005. This decrease was partially offset by an
increase in interest expense related to our term loan and redeemable preferred stock, which did not
exist in the second quarter of 2005.
Interest income increased $4.0 million during the three months ended June 30, 2006 as compared to
the same period of the prior year primarily due to interest income earned on excess cash invested
in money market funds and other short-term investments.
Free Cash Flow
Free cash flow for the three months ended June 30, 2006 totaled $152.7 million as compared to $33.1
million for the same period of the prior year. This increase was driven by the improvement in net
income and timing of the receipt and the amount of advance ticket sales. Free cash flow (defined
by the company as cash flow from operations less maintenance capital expenditures) is a non-GAAP
financial measure. A reconciliation of free cash flow to net cash provided by operating
activities, its most directly comparable GAAP financial measure, is included at the end of this
press release.
Cash and Debt
Cash and cash equivalents at June 30, 2006 totaled $603.4 million, an increase of $199.7 million
over the balance at December 31, 2005. This increase was largely driven by the increase in advance
ticket sales for events to be held in the third and fourth quarters of 2006.
Total debt, including preferred stock, at June 30, 2006 totaled $406.9 million, which represents no
change compared to the balance at December 31, 2005.
Share Repurchase
On December 22, 2005, our board of directors authorized a $150 million share repurchase program,
effective through December 31, 2006. As of June 30, 2006, we have repurchased 3.4 million shares
under this program for an aggregate purchase price of $42.7 million, including commissions and
fees, at an average price of $12.65 per share. We did not repurchase any shares during the second
quarter of 2006.
We will continue to base our decisions on amounts of repurchases and their timing on such factors
as the stock price, general economic and market conditions and the companys debt levels. The
repurchase program may be suspended or discontinued at any time. Shares of stock repurchased under
the plan will be held as treasury shares.
5
Other Significant Events During and Subsequent to the Second Quarter
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In April 2006, we sold our entire interest in the Planet Hollywood venue project in
Las Vegas, as well as 49.9% of our interest in the Phantom of the Opera project in Las
Vegas. We received $22.9 million in proceeds from this sale. |
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In May 2006, we acquired a controlling interest in the touring division of a commonly
owned group of companies operating under the name of Concert Productions International,
or CPI, for a total purchase price of $47.2 million. CPI provides full service global
touring, having produced tours for top acts such as the Rolling Stones, Pink Floyd and
U2. CPI has also developed additional revenue streams around the tours that it
produces, such as VIP ticketing, fan clubs, merchandising and DVDs. CPIs Chief
Executive Officer, Michael Cohl, has joined our board of directors. |
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|
In June 2006, we acquired a controlling interest in Cinq Group, LLC, which operates
under the name TRUNK Ltd. TRUNK Ltd. is a specialty merchandise company that acquires
licenses, primarily from music artists, to design, manufacture and sell merchandise
through various distribution channels. |
|
|
|
|
In June 2006, we also agreed to acquire HOB Entertainment, Inc., or HOB, for $350
million in cash. HOB owns and/or operates 10 mid-size venues under the House of Blues
brand in cities such as Las Vegas, Los Angeles, Chicago and Orlando, and eight
amphitheaters in cities including Atlanta, Toronto, San Diego and Dallas. We expect
this acquisition, which is subject to customary closing conditions, to close by the end
of 2006. |
|
|
|
|
In July 2006, we announced that we have agreed to acquire a majority interest in
Musictoday, a leader in connecting artists directly to their fans through on-line fan
clubs, artist e-commerce and fulfillment and artist fan club ticketing. |
|
|
|
|
We have now completed the sale of substantially all of the assets of the golf,
football and tennis divisions of our sports representation business to various parties. |
Conference Call
The company will host a teleconference to discuss its second quarter 2006 financial results today,
Friday, August 4th at 11:00 a.m. Eastern Daylight Time/8:00 a.m. Pacific Daylight Time.
To access the teleconference, please dial 973-633-6740 ten minutes prior to the start time. The
teleconference will also be available via live webcast under the About Us portion of the
companys website located at www.livenation.com.
If you cannot listen to the teleconference at its scheduled time, there will be a replay available
through Friday, August 11, 2006, which can be accessed by dialing 877-519-4471 (U.S.) or
973-341-3080 (Intl), passcode 7600092. The webcast will also be archived on the companys website
for 30 days.
About Live Nation
Live Nation is a leading live event and venue management company focused on creating superior
experiences for artists, performers, corporations and fans. Live Nation owns, operates and/or has
booking rights for more than 150 venues worldwide and produced over 29,500 events in 2005.
Headquartered in Los Angeles, California, Live Nation is listed on the New York Stock Exchange,
trading under the symbol LYV. For more information regarding Live Nation and its businesses,
please visit the companys website at www.livenation.com.
# # #
Contacts:
|
|
|
Investors:
|
|
Press: |
Mike Smargiassi/Jonathan Lesko
|
|
John Vlautin |
Brainerd Communicators
|
|
Live Nation |
212-986-6667
|
|
310-867-7127 |
6
Certain statements in this press release constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Live Nation to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. The words or
phrases believe, expect, anticipate, plans, and estimates, and similar words or
expressions are intended to identify such forward-looking statements. In addition, any statements
that refer to expectations or other characterizations of future events or circumstances are
forward-looking statements. Various risks that could cause future results to differ from those
expressed by forward-looking statements include, but are not limited to, those described in Live
Nations Form 10-K for the year ended December 31, 2005 and in the companys other filings with the
SEC. Other unknown or unpredictable factors could have material adverse effects on Live Nations
future results, performance or achievements. In light of these risks, uncertainties, assumptions
and factors, the forward-looking events discussed herein may not occur. You are cautioned not to
place undue reliance on these forward-looking statements. Live Nation does not undertake any
obligation to publicly update or revise any forward-looking statements because of new information,
future events or otherwise.
(See attached financial statements)
7
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands except share and per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
768,230 |
|
|
$ |
741,691 |
|
|
$ |
1,284,797 |
|
|
$ |
1,186,174 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses |
|
|
604,779 |
|
|
|
583,318 |
|
|
|
982,611 |
|
|
|
897,952 |
|
Selling, general and administrative expenses |
|
|
129,187 |
|
|
|
120,227 |
|
|
|
245,203 |
|
|
|
243,258 |
|
Depreciation and amortization |
|
|
16,306 |
|
|
|
15,282 |
|
|
|
31,311 |
|
|
|
30,759 |
|
Gain on sale of operating assets |
|
|
(1,682 |
) |
|
|
(260 |
) |
|
|
(9,410 |
) |
|
|
(617 |
) |
Corporate expenses |
|
|
7,958 |
|
|
|
7,866 |
|
|
|
15,337 |
|
|
|
27,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
11,682 |
|
|
|
15,258 |
|
|
|
19,745 |
|
|
|
(12,268 |
) |
Interest expense |
|
|
8,348 |
|
|
|
875 |
|
|
|
16,161 |
|
|
|
1,494 |
|
Interest expense with Clear Channel Communications |
|
|
|
|
|
|
10,827 |
|
|
|
|
|
|
|
22,015 |
|
Interest income |
|
|
4,496 |
|
|
|
459 |
|
|
|
5,976 |
|
|
|
944 |
|
Equity in earnings (loss) of nonconsolidated affiliates |
|
|
1,478 |
|
|
|
(2,129 |
) |
|
|
3,302 |
|
|
|
(1,619 |
) |
Other income (expense) net |
|
|
5,728 |
|
|
|
(269 |
) |
|
|
4,009 |
|
|
|
190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
15,036 |
|
|
|
1,617 |
|
|
|
16,871 |
|
|
|
(36,262 |
) |
Income tax benefit (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
(5,884 |
) |
|
|
5,370 |
|
|
|
(6,051 |
) |
|
|
17,521 |
|
Deferred |
|
|
530 |
|
|
|
(6,017 |
) |
|
|
(21 |
) |
|
|
(3,016 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
9,682 |
|
|
|
970 |
|
|
|
10,799 |
|
|
|
(21,757 |
) |
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gain on cash flow derivatives |
|
|
1,377 |
|
|
|
|
|
|
|
1,869 |
|
|
|
|
|
Foreign currency translation adjustments |
|
|
11,919 |
|
|
|
10,319 |
|
|
|
15,597 |
|
|
|
19,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
22,978 |
|
|
$ |
11,289 |
|
|
$ |
28,265 |
|
|
$ |
(1,854 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.15 |
|
|
|
|
|
|
$ |
.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
.15 |
|
|
|
|
|
|
$ |
.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
64,462,679 |
|
|
|
|
|
|
|
64,218,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
65,329,597 |
|
|
|
|
|
|
|
64,919,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands) |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
10,799 |
|
|
$ |
(21,757 |
) |
Reconciling items: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
30,375 |
|
|
|
29,380 |
|
Amortization of intangibles |
|
|
936 |
|
|
|
1,379 |
|
Deferred income tax expense |
|
|
21 |
|
|
|
3,016 |
|
Amortization of debt issuance costs |
|
|
292 |
|
|
|
|
|
Current tax benefit dividends to owner |
|
|
|
|
|
|
(27,807 |
) |
Non-cash compensation expense |
|
|
1,570 |
|
|
|
703 |
|
Gain on sale of operating assets |
|
|
(9,410 |
) |
|
|
(617 |
) |
Loss on sale of other investments |
|
|
2,051 |
|
|
|
|
|
Loss (equity) in earnings of nonconsolidated affiliates |
|
|
(3,302 |
) |
|
|
1,619 |
|
Minority interest expense (income) |
|
|
(684 |
) |
|
|
571 |
|
Decrease in other net |
|
|
(39 |
) |
|
|
(96 |
) |
Changes in operating assets and liabilities, net of
effects of acquisitions: |
|
|
|
|
|
|
|
|
Increase in accounts receivable |
|
|
(63,170 |
) |
|
|
(68,517 |
) |
Increase in prepaid expenses |
|
|
(199,189 |
) |
|
|
(202,060 |
) |
Increase in other assets |
|
|
(13,828 |
) |
|
|
(69,338 |
) |
Increase in accounts payable, accrued expenses and
other liabilities |
|
|
56,519 |
|
|
|
96,622 |
|
Increase in deferred income |
|
|
383,508 |
|
|
|
333,202 |
|
Increase (decrease) in minority interest liability |
|
|
7,690 |
|
|
|
(953 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
204,139 |
|
|
|
75,347 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Decrease in notes receivable, net |
|
|
938 |
|
|
|
1,119 |
|
Increase in investments in, and advances to,
nonconsolidated affiliates net |
|
|
(1,179 |
) |
|
|
(173 |
) |
Contribution from minority interest partner |
|
|
15,343 |
|
|
|
|
|
Proceeds from disposal of other investments |
|
|
1,743 |
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(31,967 |
) |
|
|
(49,891 |
) |
Proceeds from disposal of operating assets |
|
|
36,655 |
|
|
|
337 |
|
Acquisition of operating assets |
|
|
(4,022 |
) |
|
|
(1,226 |
) |
Decrease (increase) in other net |
|
|
(621 |
) |
|
|
49 |
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
16,890 |
|
|
|
(49,785 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from debt with Clear Channel Communications |
|
|
|
|
|
|
42,719 |
|
Proceeds from long-term debt, net of debt issuance costs |
|
|
1,228 |
|
|
|
444 |
|
Payments on long-term debt |
|
|
(6,351 |
) |
|
|
(508 |
) |
Payments for purchase of common stock |
|
|
(24,717 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(29,840 |
) |
|
|
42,655 |
|
Effect of exchange rate changes on cash |
|
|
8,527 |
|
|
|
4,595 |
|
Net increase in cash and cash equivalents |
|
|
199,716 |
|
|
|
72,812 |
|
Cash and cash equivalents at beginning of period |
|
|
403,716 |
|
|
|
179,137 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
603,432 |
|
|
$ |
251,949 |
|
|
|
|
|
|
|
|
9
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(unaudited) |
|
|
(audited) |
|
|
|
(in thousands) |
|
ASSETS
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
603,432 |
|
|
$ |
403,716 |
|
Accounts receivable, less allowance of $11,121 as of June
30, 2006 and $9,518 as of December 31, 2005 |
|
|
291,509 |
|
|
|
190,207 |
|
Prepaid expenses |
|
|
322,889 |
|
|
|
115,055 |
|
Other current assets |
|
|
49,929 |
|
|
|
46,714 |
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
1,267,759 |
|
|
|
755,692 |
|
PROPERTY, PLANT AND EQUIPMENT |
|
|
|
|
|
|
|
|
Land, buildings and improvements |
|
|
934,335 |
|
|
|
910,926 |
|
Furniture and other equipment |
|
|
178,463 |
|
|
|
166,004 |
|
Construction in progress |
|
|
40,947 |
|
|
|
39,856 |
|
|
|
|
|
|
|
|
|
|
|
1,153,745 |
|
|
|
1,116,786 |
|
Less accumulated depreciation |
|
|
340,544 |
|
|
|
307,867 |
|
|
|
|
|
|
|
|
|
|
|
813,201 |
|
|
|
808,919 |
|
INTANGIBLE ASSETS |
|
|
|
|
|
|
|
|
Definite-lived intangibles net |
|
|
37,536 |
|
|
|
12,351 |
|
Goodwill |
|
|
157,864 |
|
|
|
137,110 |
|
OTHER ASSETS |
|
|
|
|
|
|
|
|
Notes receivable, less allowance of $745 as of June 30,
2006 and December 31, 2005 |
|
|
3,195 |
|
|
|
4,720 |
|
Investments in, and advances to, nonconsolidated affiliates |
|
|
38,880 |
|
|
|
30,660 |
|
Other assets |
|
|
34,691 |
|
|
|
27,132 |
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
2,353,126 |
|
|
$ |
1,776,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
70,995 |
|
|
$ |
37,654 |
|
Deferred income |
|
|
622,200 |
|
|
|
232,754 |
|
Accrued expenses |
|
|
464,672 |
|
|
|
405,507 |
|
Current portion of long-term debt |
|
|
28,045 |
|
|
|
25,705 |
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
1,185,912 |
|
|
|
701,620 |
|
Long-term debt |
|
|
338,840 |
|
|
|
341,136 |
|
Other long-term liabilities |
|
|
41,436 |
|
|
|
30,766 |
|
Minority interest liability |
|
|
65,932 |
|
|
|
26,362 |
|
Series A and Series B redeemable preferred stock |
|
|
40,000 |
|
|
|
40,000 |
|
Commitments and contingent liabilities |
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Common stock |
|
|
672 |
|
|
|
672 |
|
Additional paid-in capital |
|
|
767,521 |
|
|
|
748,011 |
|
Retained deficit |
|
|
(76,763 |
) |
|
|
(87,563 |
) |
Cost of shares held in treasury |
|
|
(21,473 |
) |
|
|
(18,003 |
) |
Accumulated other comprehensive income (loss) |
|
|
11,049 |
|
|
|
(6,417 |
) |
|
|
|
|
|
|
|
Total Shareholders Equity |
|
|
681,006 |
|
|
|
636,700 |
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity |
|
$ |
2,353,126 |
|
|
$ |
1,776,584 |
|
|
|
|
|
|
|
|
10
RECONCILIATIONS OF NON-GAAP MEASURES TO THEIR MOST DIRECTLY
COMPARABLE GAAP MEASURES (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of OIBDAN to operating income (loss) and net |
|
|
|
|
|
|
income (loss) Consolidated and Combined |
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIBDAN |
|
$ |
27,015 |
|
|
$ |
30,640 |
|
|
$ |
43,216 |
|
|
$ |
18,577 |
|
Depreciation and amortization |
|
|
16,306 |
|
|
|
15,282 |
|
|
|
31,311 |
|
|
|
30,759 |
|
Gain on sale of operating assets |
|
|
(1,682 |
) |
|
|
(260 |
) |
|
|
(9,410 |
) |
|
|
(617 |
) |
Non-cash compensation expense |
|
|
709 |
|
|
|
360 |
|
|
|
1,570 |
|
|
|
703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
11,682 |
|
|
|
15,258 |
|
|
|
19,745 |
|
|
|
(12,268 |
) |
Interest expense |
|
|
8,348 |
|
|
|
875 |
|
|
|
16,161 |
|
|
|
1,494 |
|
Interest expense with Clear Channel Communications |
|
|
|
|
|
|
10,827 |
|
|
|
|
|
|
|
22,015 |
|
Interest income |
|
|
4,496 |
|
|
|
459 |
|
|
|
5,976 |
|
|
|
944 |
|
Equity in earnings of nonconsolidated affiliates |
|
|
1,478 |
|
|
|
(2,129 |
) |
|
|
3,302 |
|
|
|
(1,619 |
) |
Other income (expense) net |
|
|
5,728 |
|
|
|
(269 |
) |
|
|
4,009 |
|
|
|
190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
15,036 |
|
|
|
1,617 |
|
|
|
16,871 |
|
|
|
(36,262 |
) |
Income tax benefit (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
(5,884 |
) |
|
|
5,370 |
|
|
|
(6,051 |
) |
|
|
17,521 |
|
Deferred |
|
|
530 |
|
|
|
(6,017 |
) |
|
|
(21 |
) |
|
|
(3,016 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
9,682 |
|
|
$ |
970 |
|
|
$ |
10,799 |
|
|
$ |
(21,757 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of free cash flow to net cash provided by |
|
|
|
|
|
|
operating activities Consolidated and Combined |
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow |
|
$ |
152,730 |
|
|
$ |
33,110 |
|
|
$ |
180,452 |
|
|
$ |
49,034 |
|
Maintenance capital expenditures |
|
|
12,252 |
|
|
|
18,779 |
|
|
|
23,687 |
|
|
|
26,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
164,982 |
|
|
$ |
51,889 |
|
|
$ |
204,139 |
|
|
$ |
75,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Definitions and Use of Non-GAAP Measures
OIBDAN is a non-GAAP financial measure that the company defines as operating income (loss)
before depreciation, amortization, loss (gain) on sale of operating assets and non-cash
compensation expense. The company uses OIBDAN to evaluate the performance of its operating
segments. The company believes that information about OIBDAN assists investors by allowing them to
evaluate changes in the operating results of the companys portfolio of businesses separate from
non-operational factors that affect net income, thus providing insights into both operations and
the other factors that affect reported results. OIBDAN is not calculated or presented in
accordance with U.S. generally accepted accounting principles. A limitation of the use of OIBDAN
as a performance measure is that it does not reflect the periodic costs of certain capitalized
tangible and intangible assets used in generating revenues in the companys business. Accordingly,
OIBDAN 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 U.S.
GAAP. Furthermore, this measure may vary among other companies; thus, OIBDAN as presented above
may not be comparable to similarly titled measures of other companies.
Free cash flow is a non-GAAP financial measure that the company defines as cash flow from
operations less maintenance capital expenditures. The company uses free cash flow, among other
measures, to evaluate the ability of its operations to generate cash that is available for purposes
other than maintenance capital expenditures. The company believes that information about free cash
flow provides investors with an important perspective on the cash available to service debt, make
acquisitions and repurchase shares. Free cash flow is not calculated or presented in accordance
with U.S. generally accepted accounting principles. A limitation of the use of free cash flow as a
performance measure is that it does not necessarily represent funds available for operations and it
is not necessarily a measure of our ability to fund our cash needs. Accordingly, free cash flow
should be considered in addition to, and not as a substitute for, net cash provided by operating
activities and other measures of financial performance reported in accordance with U.S. GAAP.
Furthermore, this measure may vary among other companies; thus, free cash flow as presented above
may not be comparable to similarly titled measures of other companies.
11