EXHIBIT 99.1
LIVE NATION, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
On September 9, 2008, Live Nation Worldwide, Inc. (LNWW), a controlled subsidiary of Live Nation, Inc. (Live Nation), sold all of the issued and outstanding capital stock of Live Nation Motor Sports, Inc. (the Motor Sports Division) to Feld Acquisition Corp. (Acquisition Sub), a wholly-owned subsidiary of Feld Entertainment, Inc. (Feld), pursuant to a Stock Purchase Agreement, dated September 9, 2008 (the Stock Purchase Agreement), by and among LNWW, the Motor Sports Division, Feld and Acquisition Sub. Pursuant to the Stock Purchase Agreement, LNWW received approximately $175.0 million in cash, subject to certain net working capital and other post-closing adjustments set forth in the Stock Purchase Agreement, in addition to a performance based earn out of up to $30.0 million, the amount of which to be paid to LNWW (if any) will be determined based on the Motor Sports Divisions performance, over a five year period commencing with calendar year 2009. In addition, the Stock Purchase Agreement imposes certain indemnification, non-competition and other customary post-closing obligations on LNWW, in each case, as more fully set forth therein. After estimated fees, expenses and other adjustments, Live Nation received approximately $167.7 million of net proceeds, excluding the earn out. Live Nation will use the net proceeds from the sale of the Motor Sports Division to repay borrowings under its revolving credit facility, to reduce a portion of its term loan and to invest in its core music business. The following unaudited pro forma consolidated financial statements give effect to this transaction.
The unaudited pro forma consolidated balance sheet of Live Nation gives effect to the transaction as if it had occurred on June 30, 2008. The unaudited pro forma consolidated statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008 give effect to the transaction as if it had occurred on January 1, 2007. The unaudited pro forma consolidated financial information is not intended to represent what Live Nations financial position was or results of operations would have been if the disposition had occurred on those dates or to project Live Nations financial position or results of operations for any future period.
The unaudited pro forma consolidated financial statements and the accompanying notes thereto should be read in conjunction with, and are qualified by, the historical financial statements and notes thereto of Live Nation. Live Nations historical financial statements are included in its Annual Report on Form 10-K for the year ended December 31, 2007 and its Quarterly Report on Form 10-Q for the six months ended June 30, 2008.
The historical consolidated statement of operations for the year ended December 31, 2007 has been adjusted to reflect the sale of Live Nations North American theatrical business, which included the assets of the North American theatrical presenting business and certain theatrical venues, in January 2008. Live Nation has reported the North American theatrical business as discontinued operations in accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The historical consolidated statement of operations for the six months ended June 30, 2008, as issued, already reflects this change.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 2008
Historical | Pro Forma | Pro Forma | ||||||||||||||
Live Nation | Adjustments | Consolidated | ||||||||||||||
(in thousands) | ||||||||||||||||
ASSETS |
||||||||||||||||
CURRENT ASSETS |
||||||||||||||||
Cash and cash equivalents |
$ | 453,368 | $ | 167,700 | (D) | $ | 594,611 | |||||||||
(27,000 | ) | (E) | ||||||||||||||
543 | (A) | |||||||||||||||
Accounts receivable, less allowance |
384,292 | (12,808 | ) | (A) | 371,484 | |||||||||||
Prepaid expenses |
377,460 | (1,626 | ) | (A) | 375,834 | |||||||||||
Other current assets |
58,484 | (3,314 | ) | (A) | 55,170 | |||||||||||
Total Current Assets |
1,273,604 | 123,495 | 1,397,099 | |||||||||||||
PROPERTY, PLANT AND EQUIPMENT |
||||||||||||||||
Land, buildings and improvements |
965,333 | (6,442 | ) | (A) | 958,891 | |||||||||||
Furniture and other equipment |
243,576 | (10,423 | ) | (A) | 233,153 | |||||||||||
Construction in progress |
102,541 | (60 | ) | (A) | 102,481 | |||||||||||
1,311,450 | (16,925 | ) | 1,294,525 | |||||||||||||
Less accumulated depreciation |
405,140 | (10,542 | ) | (A) | 394,598 | |||||||||||
906,310 | (6,383 | ) | 899,927 | |||||||||||||
INTANGIBLE ASSETS |
||||||||||||||||
Intangible assets net |
511,892 | (813 | ) | (A) | 511,079 | |||||||||||
Goodwill |
502,206 | (3,567 | ) | (A) | 498,639 | |||||||||||
OTHER ASSETS |
||||||||||||||||
Notes receivable, less allowance |
1,589 | (1,489 | ) | (A) | 100 | |||||||||||
Investments in nonconsolidated affiliates |
22,915 | | 22,915 | |||||||||||||
Other long-term assets |
141,029 | | 141,029 | |||||||||||||
Total Assets |
$ | 3,359,545 | $ | 111,243 | $ | 3,470,788 | ||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||
CURRENT LIABILITIES |
||||||||||||||||
Accounts payable |
$ | 122,813 | $ | (302 | ) | (A) | $ | 122,511 | ||||||||
Accrued expenses |
471,341 | (8,369 | ) | (A) | 462,972 | |||||||||||
Deferred revenue |
782,300 | (1,051 | ) | (A) | 781,249 | |||||||||||
Current portion of long-term debt |
67,184 | | 67,184 | |||||||||||||
Other current liabilities |
78,149 | (881 | ) | (A) | 77,268 | |||||||||||
Total Current Liabilities |
1,521,787 | (10,603 | ) | 1,511,184 | ||||||||||||
Long-term debt |
726,898 | (27,000 | ) | (E) | 699,898 | |||||||||||
Other long-term liabilities |
139,138 | (188 | ) | (A) | 138,950 | |||||||||||
Minority interest liability |
72,309 | (94 | ) | (A) | 72,215 | |||||||||||
Series A and Series B redeemable preferred stock |
40,000 | | 40,000 | |||||||||||||
SHAREHOLDERS EQUITY |
||||||||||||||||
Common stock |
761 | | 761 | |||||||||||||
Additional paid-in capital |
959,090 | | 959,090 | |||||||||||||
Retained deficit |
(165,108 | ) | 149,128 | (B) | (15,980 | ) | ||||||||||
Cost of shares held in treasury |
(3,628 | ) | | (3,628 | ) | |||||||||||
Accumulated other comprehensive income |
68,298 | | 68,298 | |||||||||||||
Total Shareholders Equity |
859,413 | 149,128 | 1,008,541 | |||||||||||||
Total Liabilities and Shareholders Equity |
$ | 3,359,545 | $ | 111,243 | $ | 3,470,788 | ||||||||||
See Notes to Unaudited Pro Forma Consolidated Financial Statements
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2007
Adjustment for | ||||||||||||||||||||||||
Historical | Theater Operations | Adjusted | Pro Forma | Pro Forma | ||||||||||||||||||||
Live Nation | (H) | Live Nation | Adjustments | Consolidated | ||||||||||||||||||||
(in thousands except share and per share data) | ||||||||||||||||||||||||
Revenue |
$ | 4,184,981 | $ | (208,018 | ) | $ | 3,976,963 | $ | (154,212 | ) | (C) | $ | 3,822,751 | |||||||||||
Operating expenses: |
||||||||||||||||||||||||
Direct operating expenses |
3,333,572 | (161,726 | ) | 3,171,846 | (105,916 | ) | (C) | 3,065,930 | ||||||||||||||||
Selling, general and administrative expenses |
653,811 | (35,436 | ) | 618,375 | (24,746 | ) | (C) | 593,629 | ||||||||||||||||
Depreciation and amortization |
120,828 | (2,633 | ) | 118,195 | (918 | ) | (C) | 117,277 | ||||||||||||||||
Gain on sale of operating assets |
(51,226 | ) | (737 | ) | (51,963 | ) | 47 | (C) | (51,916 | ) | ||||||||||||||
Corporate expenses |
45,854 | | 45,854 | | 45,854 | |||||||||||||||||||
Operating income |
82,142 | (7,486 | ) | 74,656 | (22,679 | ) | 51,977 | |||||||||||||||||
Interest expense |
61,915 | (158 | ) | 61,757 | (4 | ) | (C) | 59,601 | ||||||||||||||||
(2,152 | ) | (F) | ||||||||||||||||||||||
Interest income |
(14,479 | ) | 910 | (13,569 | ) | 176 | (C) | (13,393 | ) | |||||||||||||||
Equity in earnings of nonconsolidated affiliates |
(4,806 | ) | | (4,806 | ) | | (4,806 | ) | ||||||||||||||||
Minority interest expense |
7,869 | (74 | ) | 7,795 | (329 | ) | (C) | 7,466 | ||||||||||||||||
Other income net |
(13 | ) | (85 | ) | (98 | ) | | (C) | (98 | ) | ||||||||||||||
Income from continuing operations before income
taxes |
31,656 | (8,079 | ) | 23,577 | (20,370 | ) | 3,207 | |||||||||||||||||
Income tax expense: |
||||||||||||||||||||||||
Current |
35,943 | (899 | ) | 35,044 | (77 | ) | (G) | 34,967 | ||||||||||||||||
Deferred |
7,649 | | 7,649 | | 7,649 | |||||||||||||||||||
Loss from continuing operations |
$ | (11,936 | ) | $ | (7,180 | ) | $ | (19,116 | ) | $ | (20,293 | ) | $ | (39,409 | ) | |||||||||
Basic and diluted loss from continuing
operations per common share |
$ | (0.17 | ) | $ | (0.58 | ) | ||||||||||||||||||
Basic and diluted weighted average common
shares outstanding |
68,440,582 | 68,440,582 | ||||||||||||||||||||||
See Notes to Unaudited Pro Forma Consolidated Financial Statements
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2008
Historical | Pro Forma | |||||||||||||||||||
Live Nation | Adjustments | Pro Forma Consolidated | ||||||||||||||||||
(in thousands except share and per share data) | ||||||||||||||||||||
Revenue |
$ | 1,796,251 | $ | (128,419 | ) | (C) | $ | 1,667,832 | ||||||||||||
Operating expenses: |
||||||||||||||||||||
Direct operating expenses |
1,388,882 | (83,369 | ) | (C) | 1,305,513 | |||||||||||||||
Selling, general and administrative expenses |
334,714 | (11,960 | ) | (C) | 322,754 | |||||||||||||||
Depreciation and amortization |
67,600 | (353 | ) | (C) | 67,247 | |||||||||||||||
Loss (gain) on sale of operating assets |
(2,291 | ) | 2,650 | (C) | (I) | 359 | ||||||||||||||
Corporate expenses |
22,115 | | 22,115 | |||||||||||||||||
Operating loss |
(14,769 | ) | (35,387 | ) | (50,156 | ) | ||||||||||||||
Interest expense |
30,361 | (879 | ) | (F) | 29,482 | |||||||||||||||
Interest income |
(4,841 | ) | | (4,841 | ) | |||||||||||||||
Equity in losses of nonconsolidated affiliates |
1,425 | 83 | (C) | 1,508 | ||||||||||||||||
Minority interest income |
(4,483 | ) | 57 | (C) | (4,426 | ) | ||||||||||||||
Other income net |
(1,115 | ) | (559 | ) | (C) | (1,674 | ) | |||||||||||||
Loss from continuing operations before income
taxes |
(36,116 | ) | (34,089 | ) | (70,205 | ) | ||||||||||||||
Income tax expense: |
||||||||||||||||||||
Current |
13,215 | (63 | ) | (G) | 13,152 | |||||||||||||||
Deferred |
5,662 | | 5,662 | |||||||||||||||||
Loss from continuing operations |
$ | (54,993 | ) | $ | (34,026 | ) | $ | (89,019 | ) | |||||||||||
Basic and diluted loss from continuing
operations per common share |
$ | (0.73 | ) | $ | (1.18 | ) | ||||||||||||||
Basic and diluted weighted average common
shares outstanding |
75,352,837 | 75,352,837 | ||||||||||||||||||
See Notes to Unaudited Pro Forma Consolidated Financial Statements
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma adjustments give effect to the disposition as if it had occurred as of June 30, 2008 for the unaudited pro forma consolidated balance sheet and as of January 1, 2007 for the unaudited pro forma consolidated statements of operations.
(A) | Adjustment reflects the elimination of the assets and liabilities included in the balance sheet of Live Nation for its interests in the Motor Sports Division as of June 30, 2008. The adjustment to goodwill includes a reduction of goodwill, due to the sale, based on an allocation of Live Nations total goodwill to the Motor Sports Division. |
(B) | Adjustment represents the estimated gain on the disposition as if the transaction had occurred as of June 30, 2008, but is not adjusted for any estimated tax impact related to this gain. |
(C) | Adjustment reflects the elimination of the results of operations of the Motor Sports Division for the year ended December 31, 2007 and the six months ended June 30, 2008, as if the transaction had occurred on January 1, 2007. The results of operations do not reflect the estimated gain on sale for this transaction or any tax impact related to this gain. |
(D) | Adjustment reflects the proceeds, net of certain adjustments and estimated transaction fees and expenses. Net proceeds will be used to meet operating and investing cash requirements and repay borrowings subsequent to June 30, 2008 under the revolving credit facility. |
(E) | Adjustment reflects the estimated payment to be made from the gross proceeds to reduce a portion of Live Nations term loan. |
(F) | Adjustment reflects a reduction of interest expense based on the paydown of a portion of the term loan from the proceeds. Interest expense was calculated based on the actual average interest rate for the period. |
(G) | Adjustment represents the tax effects related to the state income taxes incurred by the Motor Sports Division. The pro forma adjustments have no effect on Live Nations current or deferred United States income tax expense for the year ended December 31, 2007 and the six months ended June 30, 2008. For both periods presented, the pro forma adjustments increase Live Nations United States tax losses for which no current tax benefit may be recognized. The pro forma adjustments also decrease Live Nations net deferred tax assets and corresponding valuation allowances by equal amounts, resulting in no net effect on deferred tax expense. This adjustment does not reflect any estimated tax adjustments related to the gain on sale for this transaction. |
(H) | Adjustment reflects the elimination of the operating results of the North American theatrical business to make the presentation of the operating results for the year ended December 31, 2007 consistent with the current presentation of the financials of Live Nation. The operating results for the six months ended June 30, 2008, as issued, already reflect this change. |
(I) | Adjustment reflects the gain on sale of Live Nations equity interest in a motor sports related joint venture with NBC, which was sold prior to this transaction. |