Annual report pursuant to Section 13 and 15(d)

EQUITY

v3.22.4
EQUITY
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
EQUITY EQUITY
Common Stock
The following table reconciles common stock reported in the consolidated statements of changes in equity to the consolidated balance sheets.
December 31,
2022 2021
Common shares issued as reported in the consolidated statement of changes in equity 228,498,102  221,964,734 
Unissued retirement eligible restricted stock awards 18,250  65,625 
  Unvested restricted stock awards 995,691  860,244 
  Unvested deferred stock awards issued 2,159,604  2,192,000 
Common shares issued as reported in the consolidated balance sheets 231,671,647  225,082,603 
Unvested restricted stock awards and unvested deferred stock awards issued will be reflected in the statements of changes in equity at the time of vesting.
In September 2021, we completed the public offering of 5,239,259 shares of common stock. A portion of the proceeds of $455.3 million were used to pay fees of $5.7 million, leaving approximately $449.6 million of net proceeds. We used the net proceeds to fund the acquisition of 51% of the capital stock of OCESA and any remaining proceeds for general corporate purposes.
During 2022, 2021 and 2020, we issued 6.5 million, 2.3 million and 3.2 million shares, respectively, of common stock in connection with stock option exercises and vesting of restricted stock awards.
Common Stock Reserved for Future Issuance
Common stock of approximately 10.2 million shares as of December 31, 2022 is reserved for future issuances under the stock incentive plan (including 3.3 million options, 1.0 million restricted stock awards and 2.2 million deferred stock awards currently granted).
Noncontrolling Interests
Common securities held by the noncontrolling interests that do not include put arrangements exercisable outside of our control are recorded in equity, separate from our stockholders’ equity.
The purchase or sale of additional ownership in an already controlled subsidiary is recorded as an equity transaction with no gain or loss recognized in net income (loss) or comprehensive income (loss) as long as the subsidiary remains a controlled subsidiary. In 2022, 2021 and 2020, we acquired all or additional equity interests in several companies that did not have a significant impact to equity either on an individual basis or in the aggregate. The following schedule reflects the change in ownership interests for these transactions:
  Year Ended December 31,
  2022 2021 2020
  (in thousands)
Net income (loss) attributable to common stockholders of Live Nation
 $ 295,986  $ (650,904) $ (1,724,535)
Transfers of noncontrolling interests:      
Changes in Live Nation’s additional paid-in capital for purchases of noncontrolling interests, net of transaction costs
 (64,601) (110) 14,336 
Changes in Live Nation’s additional paid-in capital for sales of noncontrolling interests, net of transaction costs
 —  (289) (7,667)
Net transfers of noncontrolling interests (64,601) (399) 6,669 
Change from net income (loss) attributable to common stockholders of Live Nation and net transfers of noncontrolling interests
 $ 231,385  $ (651,303) $ (1,717,866)
Redeemable Noncontrolling Interests
We are subject to put arrangements where the holders of the noncontrolling interests can require us to repurchase their shares at specified dates in the future or within specified periods in the future. Certain of these puts can be exercised earlier upon the occurrence of triggering events as specified in the agreements. The redemption amounts for these puts are either at a fixed amount, at fair value at the time of exercise or a variable amount based on a formula linked to earnings. In accordance with the FASB guidance for business combinations, the redeemable noncontrolling interests are recorded at their fair value at acquisition date. For put arrangements that are not currently redeemable, we accrete to the estimated redemption value over the period from the date of issuance to the earliest redemption date of the individual puts, with the offset recorded to additional paid-in capital. Decreases in accretion are only recognized to the extent that increases had been previously recognized. The estimated redemption values that are based on a formula linked to future earnings are computed each reporting period using projected cash flows, and the estimated redemption values that are based on fair value at the time of exercise are computed each reporting period by applying a multiple to projected earnings, both of which take into account the current expectations regarding profitability and the timing of revenue-generating events. The balances are reflected in our balance sheets as redeemable noncontrolling interests outside of permanent equity.
Our estimate of redemption amounts for puts that are redeemable at fixed or determinable prices on fixed or determinable dates for the years ended December 31, 2023, 2024, 2025, 2026 and 2027 are $77.3 million, $57.9 million, $474.9 million, $468.5 million and $62.2 million, respectively.
Transactions with Noncontrolling Interest Partners
We have loaned or advanced money to noncontrolling interest partners under the terms of the partnership operating agreements, promissory notes or other arrangements. As of December 31, 2022, we had outstanding notes receivable and prepayments of $17.9 million in other current assets and $50.0 million in other long-term assets, and as of December 31, 2021, we had outstanding notes receivable and prepayments of $21.0 million in other current assets and $72.1 million in other long-term assets.
Accumulated Other Comprehensive Income (Loss)
The following table presents changes in the components of AOCI, net of taxes, for the years ended December 31, 2022, 2021 and 2020:
Loss on Cash Flow Hedges Foreign Currency Items Total
(in thousands)
Balance at December 31, 2019 $ —  $ (145,713) $ (145,713)
Other comprehensive income (loss) before reclassifications (36,689) 291  (36,398)
Amount reclassified from AOCI 5,102  —  5,102 
Net other comprehensive income (loss) (31,587) 291  (31,296)
Balance at December 31, 2020 (31,587) (145,422) (177,009)
Other comprehensive income before reclassifications 15,204  6,016  21,220 
Amount reclassified from AOCI 7,825  —  7,825 
Net other comprehensive income 23,029  6,016  29,045 
Balance at December 31, 2021 (8,558) (139,406) (147,964)
Other comprehensive income before reclassifications 49,529  8,047  57,576 
Amount reclassified from AOCI 312  —  312 
Net other comprehensive income 49,841  8,047  57,888 
Balance at December 31, 2022 $ 41,283  $ (131,359) $ (90,076)
See Note 7 – Fair Value Measurements for further discussion and disclosure of the fair value of our interest rate swap that has been designated as a cash flow hedge.
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:
Year Ended December 31,
2022 2021 2020
Weighted average common shares—basic 224,809,558  217,190,862  212,270,944 
Effect of dilutive shares:
Stock options and restricted stock 6,747,308  —  — 
Weighted average common shares—diluted 231,556,866  217,190,862  212,270,944 
The following table shows securities excluded from the calculation of diluted net income per common share because such securities were anti-dilutive:
  
Year Ended December 31,
  
2022 2021 2020
Options to purchase shares of common stock 3,750  7,719,714  9,323,323 
Restricted and deferred stock awards—unvested 2,218,563  3,052,244  3,956,073 
Conversion shares related to convertible senior notes
 11,864,035  11,864,035  11,014,846 
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding
 14,086,348  22,635,993  24,294,242