lyv-20230331

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 March 31, 2023


☐			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

____________________________________

LIVE NATION ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

____________________________________


Delaware						20-3247759
(State of Incorporation)						(I.R.S. Employer Identification No.)

9348 Civic Center Drive

Beverly Hills, CA 90210

(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

Common stock, $.01 Par Value Per Share

LYV

New York Stock Exchange

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.

Large Accelerated Filer

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 April 27, 2023, there were 229,891,197 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 1,439,331 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
Item 1.	Financial Statements	2
	Consolidated Balance Sheets (Unaudited) as of March 31, 2023 and December 31, 2022	2
	Consolidated Statements of Operations (Unaudited) for the three months ended M arch 31 , 202 3 and 2022	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three months ended March 31 , 202 3 and 2022	4
	Consolidated Statements of Changes in Equity (Unaudited) for the three months ended March 31 , 202 3 and 20 2 2	5
	Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31 , 202 3 and 2022	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 5.	Other Information	35
Item 6.	Exhibits	36


GLOSSARY OF KEY TERMS
AOCI			Accumulated other comprehensive income (loss)






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
LNE			Live Nation Entertainment, Inc.
SEC			United States Securities and Exchange Commission
SOFR			Secured Overnight Financing Rate
Ticketmaster			Our ticketing business
VIE			Variable interest entities

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 31, 2023		December 31, 2022
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	6,991,987	$	5,606,457
Accounts receivable, less allowance of $62,224 and $63,294, respectively	1,657,210		1,465,383
Prepaid expenses	1,323,199		949,826
Restricted cash	5,465		5,917
Other current assets	119,260		131,939
Total current assets	10,097,121		8,159,522
Property, plant and equipment, net	1,887,070		1,487,663
Operating lease assets	1,580,919		1,571,395
Intangible assets
Definite-lived intangible assets, net	1,054,538		1,050,622
Indefinite-lived intangible assets, net	368,771		368,712
Goodwill	2,577,317		2,529,380
Long-term advances	594,556		568,558
Other long-term assets	709,299		724,989
Total assets	$	18,869,591	$	16,460,841
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	1,815,911	$	1,791,025
Accounts payable	172,649		180,076
Accrued expenses	2,002,429		2,368,434
Deferred revenue	5,103,432		3,134,800
Current portion of long-term debt, net	63,870		620,032
Current portion of operating lease liabilities	142,951		140,232
Other current liabilities	72,845		68,716
Total current liabilities	9,374,087		8,303,315
Long-term debt, net	6,547,911		5,283,467
Long-term operating lease liabilities	1,646,624		1,654,525

Other long-term liabilities	511,473		455,971
Commitments and contingent liabilities
Redeemable noncontrolling interests	710,350		669,766
Stockholders' equity
Common stock	2,289		2,285
Additional paid-in capital	2,535,553		2,698,316
Accumulated deficit	(2,974,398)		(2,971,229)
Cost of shares held in treasury	(6,865)		(6,865)
Accumulated other comprehensive loss	(17,425)		(90,076)
Total Live Nation stockholders' equity	(460,846)		(367,569)
Noncontrolling interests	539,992		461,366
Total equity	79,146		93,797
Total liabilities and equity	$	18,869,591	$	16,460,841

See Notes to Consolidated Financial Statements

Table of Contents

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended March 31,
		2023		2022
		(in thousands except share and per share data)
Revenue		$	3,127,390	$	1,802,808
Operating expenses:
Direct operating expenses		2,115,589		1,071,022
Selling, general and administrative expenses		690,321		570,182
Depreciation and amortization		115,185		100,469
Loss on disposal of operating assets		504		1,665
Corporate expenses		63,015		32,410
Operating income		142,776		27,060
Interest expense		89,215		66,773
Loss on extinguishment of debt		18,366		—
Interest income		(40,313)		(7,564)
Equity in earnings of nonconsolidated affiliates		(4,107)		(4,288)

Other expense, net		11,583		9,399
Income (loss) before income taxes		68,032		(37,260)
Income tax expense		23,840		11,696
Net income (loss)		44,192		(48,956)
Net income attributable to noncontrolling interests		47,361		1,226
Net loss attributable to common stockholders of Live Nation		$	(3,169)	$	(50,182)

Basic and diluted net loss per common share available to common stockholders of Live Nation		$	(0.25)	$	(0.39)


Weighted average common shares outstanding:
Basic and diluted		228,162,831		221,890,625



Reconciliation to net loss available to common stockholders of Live Nation:
Net loss attributable to common stockholders of Live Nation		$	(3,169)	$	(50,182)
Accretion of redeemable noncontrolling interests		(54,933)		(35,714)
Net loss available to common stockholders of Live Nation—basic and diluted		$	(58,102)	$	(85,896)

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended March 31,
		2023		2022
		(in thousands)
Net income (loss)		$	44,192	$	(48,956)
Other comprehensive income, net of tax:
Unrealized gain (loss) on cash flow hedge		(3,949)		23,969
Realized loss (gain) on cash flow hedge		(3,548)		1,902
Foreign currency translation adjustments		80,148		37,752
Comprehensive income		116,843		14,667
Comprehensive income attributable to noncontrolling interests		47,361		1,226
Comprehensive income attributable to common stockholders of Live Nation		$	69,482	$	13,441

See Notes to Consolidated Financial Statements

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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 Loss		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at December 31, 2022	228,498,102	$	2,285	$	2,698,316	$	(2,971,229)	$	(6,865)	$	(90,076)	$	461,366	$	93,797	$	669,766

Non-cash and stock-based compensation	—	—		27,571		—		—		—		—		27,571		—
Common stock issued under stock plans, net of shares withheld for employee taxes	184,975	1		(7,950)		—		—		—		—		(7,949)		—
Exercise of stock options	19,962	1		993		—		—		—		—		994		—
Repurchase of 2.5% convertible senior notes due 2023	156,750	2		(27,327)		—		—		—		—		(27,325)		—
Capped call transactions for 3.125% convertible senior notes due 2029	—	—		(75,500)		—		—		—		—		(75,500)		—
Acquisitions	—	—		—		—		—		—		58,466		58,466		12,308

Purchases of noncontrolling interests	—	—		(25,872)		—		—		—		(11,406)		(37,278)		—

Redeemable noncontrolling interests fair value adjustments	—	—		(54,678)		—		—		—		—		(54,678)		54,678
Contributions received	—	—		—		—		—		—		5,859		5,859		85
Cash distributions	—	—				—		—		—		(44,209)		(44,209)		(10,706)
Other	—	—		—		—		—		—		28,025		28,025		(21,251)
Comprehensive income (loss):
Net income (loss)	—	—		—		(3,169)		—		—		41,891		38,722		5,470
Unrealized loss on cash flow hedge	—	—		—		—		—		(3,949)		—		(3,949)		—
Realized gain on cash flow hedge	—	—		—		—		—		(3,548)		—		(3,548)		—
Foreign currency translation adjustments	—	—		—		—		—		80,148		—		80,148		—
Balance at March 31, 2023	228,859,789	$	2,289	$	2,535,553	$	(2,974,398)	$	(6,865)	$	(17,425)	$	539,992	$	79,146	$	710,350

See Notes to Consolidated Financial Statements

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	Live Nation Stockholders’ Equity
	Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at December 31, 2021	221,964,734	$	2,220	$	2,897,695	$	(3,327,737)	$	(6,865)	$	(147,964)	$	394,197	$	(188,454)	$	551,921
Cumulative effect of change in accounting principle	—	—		(95,986)		60,522		—		—		—		(35,464)		—
Non-cash and stock-based compensation	—	—		161,590		—		—		—		—		161,590		—
Common stock issued under stock plans, net of shares withheld for employee taxes	552,669	5		(36,573)		—		—		—		—		(36,568)		—
Exercise of stock options	1,013,898	10		12,739		—		—		—		—		12,749		—


Acquisitions	—	—		—		—		—		—		399		399		5,654

Purchases of noncontrolling interests	—	—		(15,241)		—		—		—		(2,898)		(18,139)		—
Sales of noncontrolling interests	—	—		—		—		—		—		(336)		(336)		—
Redeemable noncontrolling interests fair value adjustments	—	—		(35,714)		—		—		—		—		(35,714)		35,714
Contributions received	—	—		—		—		—		—		6,212		6,212		25
Cash distributions	—	—				—		—		—		(31,808)		(31,808)		(7,158)
Other	—	—		41		—		—		—		1,783		1,824		(1,079)
Comprehensive income (loss):
Net income (loss)	—	—		—		(50,182)		—		—		4,651		(45,531)		(3,425)
Unrealized gain on cash flow hedge	—	—		—		—		—		23,969		—		23,969		—
Realized loss on cash flow hedge	—	—		—		—		—		1,902		—		1,902
Foreign currency translation adjustments	—	—		—		—		—		37,752		—		37,752		—
Balances at March 31, 2022	223,531,301	$	2,235	$	2,888,551	$	(3,317,397)	$	(6,865)	$	(84,341)	$	372,200	$	(145,617)	$	581,652

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended March 31,
	2023		2022
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	44,192	$	(48,956)
Reconciling items:
Depreciation	57,710		50,760
Amortization	57,475		49,709
Amortization of non-recoupable ticketing contract advances	20,363		18,527

Amortization of debt issuance costs and discounts	4,630		4,114
Loss on extinguishment of debt	18,366		—
Stock-based compensation expense	27,571		49,241
Unrealized changes in fair value of contingent consideration	9,702		10,904

Equity in losses of nonconsolidated affiliates, net of distributions	7,793		2,090
Provision for uncollectible accounts receivable	6,054		(536)

Other, net	(307)		6,078
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable	(163,603)		(152,725)
Increase in prepaid expenses and other assets	(369,494)		(338,017)

Increase (decrease) in accounts payable, accrued expenses and other liabilities	(460,749)		236,584
Increase in deferred revenue	1,896,145		1,310,527
Net cash provided by operating activities	1,155,848		1,198,300
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable	(33,579)		(18,399)
Collections of notes receivable	2,825		6,709

Investments made in nonconsolidated affiliates	(6,455)		(26,243)
Purchases of property, plant and equipment	(116,886)		(62,525)

Cash acquired from (paid for) acquisitions, net of cash paid (acquired)	96,382		(13,962)


Other, net	(2,076)		(533)
Net cash used in investing activities	(59,789)		(114,953)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	987,793		700
Payments on long-term debt	(604,584)		(12,784)
Contributions from noncontrolling interests	5,944		5,712
Distributions to noncontrolling interests	(54,915)		(38,966)
Purchases and sales of noncontrolling interests, net	(21,606)		(105)
Payments for capped call transactions	(75,500)		—
Proceeds from exercise of stock options	994		10,907
Taxes paid for net share settlement of equity awards	(7,949)		(36,568)
Payments for deferred and contingent consideration	(2,606)		(3,610)
Other, net	(1,870)		(327)
Net cash provided by (used in) financing activities	225,701		(75,041)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	63,318		(21,079)
Net increase in cash, cash equivalents, and restricted cash	1,385,078		987,227
Cash, cash equivalents and restricted cash at beginning of period	5,612,374		4,887,792
Cash, cash equivalents and restricted cash at end of period	$	6,997,452	$	5,875,019

See Notes to Consolidated Financial Statements

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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 2022 Annual Report on Form 10-K filed with the SEC on February 23, 2023.

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 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 owners or the equity holders, as a group, lack the characteristics of a controlling financial interest. 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 March 31, 2023 and December 31, 2022, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $938 million and $514 million of assets and $791 million and $427 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 March 31, 2023 and December 31, 2022 cash and cash equivalents balance is $1.4 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.

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Income Taxes

Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction. As of March 31, 2023, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions due to cumulative pre-tax losses. As a result of the valuation allowances, no tax benefits have been recognized for losses incurred, if any, in those tax jurisdictions for the first three months of 2023.

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 amongst other things a corporate alternative minimum tax starting in the 2023 tax year. The Company is still assessing the impact due to lack of United States Treasury regulations; 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.

Accounting Pronouncements - Adopted

In October 2021, the FASB issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. This ASU should be applied prospectively to acquisitions occurring on or after the effective date of December 15, 2022, and early adoption is permitted. We adopted this guidance on January 1, 2023. The adoption did not have a material impact on our consolidated financial statements.

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NOTE 2—LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL

Property, Plant and Equipment, Net

Property, plant and equipment, net, consisted of the following:


	March 31, 2023		December 31, 2022
	(in thousands)
Land, buildings and improvements	$	1,971,186	$	1,648,488
Computer equipment and capitalized software	861,009		910,793
Furniture and other equipment	558,433		535,719
Construction in progress	223,775		244,618
	3,614,403		3,339,618
Less: accumulated depreciation	1,727,333		1,851,955
	$	1,887,070	$	1,487,663

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 three months ended March 31, 2023:


	Client / vendor relationships		Revenue- generating contracts		Venue management and leaseholds		Trademarks and naming rights		Technology and Other (1)		Total
	(in thousands)
Balance as of December 31, 2022:
Gross carrying amount	563,210		$	824,785	$	148,022	$	188,596	$	35,736	$	1,760,349
Accumulated amortization	(209,518)		(316,581)		(58,588)		(97,931)		(27,109)		(709,727)
Net	353,692		508,204		89,434		90,665		8,627		1,050,622
Gross carrying amount:
Acquisitions—current year	2,649		—		20,929		—		—		23,578
Acquisitions—prior year	119		(2,232)		(11)		—		—		(2,124)

Foreign exchange	8,597		28,868		1,621		4,003		86		43,175
Other (2)	(5,326)		(22,462)		—		(13,583)		(16,580)		(57,951)
Net change	6,039		4,174		22,539		(9,580)		(16,494)		6,678
Accumulated amortization:
Amortization	(18,910)		(26,175)		(4,029)		(4,765)		(3,596)		(57,475)
Dispositions	—		—		—		—		464		464
Foreign exchange	(1,396)		(1,861)		(372)		(479)		(219)		(4,327)
Other (2)	5,327		22,462		58		13,587		17,142		58,576
Net change	(14,979)		(5,574)		(4,343)		8,343		13,791		(2,762)
Balance as of March 31, 2023:
Gross carrying amount	569,249		828,959		170,561		179,016		19,242		1,767,027
Accumulated amortization	(224,497)		(322,155)		(62,931)		(89,588)		(13,318)		(712,489)
Net	$	344,752	$	506,804	$	107,630	$	89,428	$	5,924	$	1,054,538

(1) Other primarily includes intangible assets for non-compete agreements.

(2) Other primarily includes netdowns of fully amortized or impaired assets.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of certain venue management businesses located in the United States.

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The 2023 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:


			Weighted- Average Life (years)

Client/vendor relationships			3


Venue management and leaseholds			9


All categories			8

Amortization of definite-lived intangible assets for the three months ended March 31, 2023 and 2022 was $57.5 million and $49.7 million, respectively. As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization will vary.

The following table presents our estimate of amortization expense for the remainder of the current year and the four succeeding fiscal years for definite-lived intangible assets that exist at March 31, 2023:


	(in thousands)
Remainder of 2023	$	155,399
2024	$	190,765
2025	$	159,011
2026	$	132,081
2027	$	106,473

Goodwill

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the three months ended March 31, 2023:


	Concerts		Ticketing		Sponsorship & Advertising		Total
	(in thousands)
Balance as of December 31, 2022:
Goodwill	$	1,349,426	$	979,742	$	635,575	$	2,964,743
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	914,063		979,742		635,575		2,529,380

Acquisitions—current year	11,204		—		—		11,204
Acquisitions—prior year	114		(106)		—		8


Foreign exchange	6,263		16,716		13,746		36,725

Balance as of March 31, 2023:
Goodwill	1,367,007		996,352		649,321		3,012,680
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	$	931,644	$	996,352	$	649,321	$	2,577,317

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 March 31, 2023 and December 31, 2022, we had investments in nonconsolidated affiliates of $361.5 million and $408.8 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 March 31,
		2023		2022
		(in thousands)
Operating lease expense		$	65,329	$	63,761
Variable and short-term lease expense		31,342		18,032
Sublease income		(2,188)		(970)
Net lease expense		$	94,483	$	80,823

Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables, while others include periodic adjustments to rent obligations based on the prevailing inflationary index or market rental rates. Contingent rent obligations are not included in the initial measurement of the lease asset or liability and are recorded as rent expense in the period that the contingency is resolved.

Supplemental cash flow information for our operating leases is as follows:


	Three Months Ended March 31,
	2023		2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	73,489	$	66,232
Lease assets obtained in exchange for lease obligations, net of terminations	$	43,636	$	157,244

As of March 31, 2023, we have additional operating leases that have not yet commenced, with total lease payments of $174.5 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from April 2023 to June 2030 due to certain offices and venues under construction with lease terms ranging from 2 to 30 years.

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NOTE 4—LONG-TERM DEBT

Long-term debt, which includes finance leases, consisted of the following:


		March 31, 2023		December 31, 2022
		(in thousands)
Senior Secured Credit Facility:

	Term loan A	$	377,500	$	382,500
	Term loan B	843,459		845,644

6.5% Senior Secured Notes due 2027		1,200,000		1,200,000
3.75% Senior Secured Notes due 2028		500,000		500,000
4.875% Senior Notes due 2024		575,000		575,000
5.625% Senior Notes due 2026		300,000		300,000
4.75% Senior Notes due 2027		950,000		950,000
2.5% Convertible Senior Notes due 2023		—		550,000
2.0% Convertible Senior Notes due 2025		400,000		400,000
3.125% Convertible Senior Notes due 2029		1,000,000		—
Other long-term debt		528,932		252,199
Total principal amount		6,674,891		5,955,343
Less: unamortized discounts and debt issuance costs		(63,110)		(51,844)
Total long-term debt, net of unamortized discounts and debt issuance costs		6,611,781		5,903,499
Less: current portion		63,870		620,032
Total long-term debt, net		$	6,547,911	$	5,283,467

Future maturities of long-term debt at March 31, 2023 are as follows:


	(in thousands)
Remainder of 2023	$	55,837
2024	1,476,446
2025	51,803
2026	1,394,267
2027	2,155,327
Thereafter	1,541,211
Total	$	6,674,891

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.

3.125% Convertible Senior Notes due 2029

In January 2023, we issued $1.0 billion principal amount of 3.125% convertible senior notes due 2029. Interest on the 3.125% convertible senior notes due 2029 is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2023, at a rate of 3.125% per annum. The notes will mature on January 15, 2029. The notes will be convertible, under certain circumstances, until October 15, 2028, and on or after such date without condition, at an initial conversion rate of 9.2259 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50% conversion premium based on the last reported sale price for our common stock of $72.26 on January 9, 2023 prior to issuing the debt. Upon conversion, the notes may be settled in, at our election, shares of common stock or cash or a combination of cash and shares of common stock. Assuming we fully settle the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is 13.8 million as of March 31, 2023.

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We may redeem for cash all or any portion of the notes, at our option, on or after January 21, 2026 and before the 41st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture. The redemption price will equal 100% of the principal amount of the notes plus accrued interest, if any.

If we experience a fundamental change, as defined in the indenture governing the notes, the holders of the 3.125% convertible senior notes due 2029 may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any.

As of March 31, 2023, the remaining period for the unamortized debt issuance costs balance of $15.0 million was approximately six years and the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes. As of March 31, 2023, the effective interest rate on the notes was 3.4%.

In connection with the issuance of the 3.125% convertible senior notes due 2029, we entered into privately negotiated capped call transactions with several counterparties. The cap price of the capped call transactions is initially $144.52, which represents a premium of 100% over the last reported sale price of the Company’s common stock on January 9, 2023. The cost of the capped call transactions was a $75.5 million impact to additional paid-in capital.

Debt Extinguishment

In conjunction with the issuance of the 3.125% convertible senior notes due 2029, we used approximately $485.8 million of the net proceeds to repurchase $440.0 million aggregate principal amount of the 2.5% convertible senior notes due 2023 resulting in a loss on debt repurchase of $18.4 million and a charge to additional paid-in capital for the induced conversion of $27.3 million. On March 15, 2023, we redeemed the remaining $110.0 million aggregate principal amount of the 2.5% convertible senior notes and issued 156,750 common shares of stock.

Senior Secured Facility Amendment

In February 2023, we amended our senior secured credit facility. The amendments provides for, among other things: (i) replacement of the benchmark reference rate of the Eurodollar Rate (as defined in the Credit Agreement) with the Term SOFR Rate for borrowings denominated in Dollars and for each Alternative Currency (as defined in the Credit Agreement), a corresponding reference rate, as set forth in the Amended Credit Agreement, (ii) deletion of the provisions regarding Canadian bankers’ acceptances, and (iii) the addition of the Company’s ability to draw letters of credit in Canadian Dollars.

Other Long-term Debt

As of March 31, 2023, other long-term debt includes $270.7 million for a note due in 2026 related to an acquisition of a venue management business during the first quarter of 2023 in the United States.

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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
	March 31, 2023						December 31, 2022
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(in thousands)
Assets:
Cash equivalents	$	794,275	$	—	$	794,275	$	503,964	$	—	$	503,964
Interest rate swaps	—		43,400		43,400		—		41,515		41,515

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
	March 31, 2023		December 31, 2022
	Level 2
	(in thousands)
6.5% Senior Secured Notes due 2027	$	1,213,140	$	1,175,460
3.75% Senior Secured Notes due 2028	$	448,095	$