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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
Form 10-Q
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
or | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-32601
____________________________________
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 | x | | Accelerated Filer | | ¨ |
| | | | | |
Non-accelerated Filer | ¨ | | Smaller Reporting Company | | ☐ |
| | | Emerging Growth Company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
On July 23, 2024, there were 232,113,741 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 1,794,851 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.
LIVE NATION ENTERTAINMENT, INC.
INDEX TO FORM 10-Q
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PART I—FINANCIAL INFORMATION | |
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PART II—OTHER INFORMATION | |
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GLOSSARY OF KEY TERMS |
AOCI | Accumulated other comprehensive income (loss) |
AOI | Adjusted operating income (loss) |
Company | Live Nation Entertainment, Inc. and subsidiaries |
FASB | Financial Accounting Standards Board |
GAAP | United States Generally Accepted Accounting Principles |
| |
GTV | Gross transaction value |
LIBOR | London Inter-Bank Offered Rate |
Live Nation | Live Nation Entertainment, Inc. and subsidiaries |
SEC | United States Securities and Exchange Commission |
SOFR | Secured Overnight Financing Rate |
Ticketmaster | Our ticketing business |
VIE | Variable interest entities (as defined under GAAP) |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED) | | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (in thousands) |
ASSETS | | | |
Current assets | | | |
Cash and cash equivalents | $ | 6,398,722 | | | $ | 6,231,866 | |
Accounts receivable, less allowance of $81,039 and $82,350, respectively | 2,464,042 | | | 2,069,054 | |
Prepaid expenses | 1,671,514 | | | 1,147,581 | |
Restricted cash | 10,818 | | | 7,090 | |
Other current assets | 139,037 | | | 122,163 | |
Total current assets | 10,684,133 | | | 9,577,754 | |
Property, plant and equipment, net | 2,235,526 | | | 2,101,463 | |
Operating lease assets | 1,587,875 | | | 1,606,389 | |
Intangible assets | | | |
Definite-lived intangible assets, net | 1,094,666 | | | 1,161,621 | |
Indefinite-lived intangible assets, net | 380,847 | | | 377,349 | |
Goodwill | 2,664,149 | | | 2,691,466 | |
Long-term advances | 646,603 | | | 623,154 | |
Other long-term assets | 1,160,185 | | | 934,849 | |
Total assets | $ | 20,453,984 | | | $ | 19,074,045 | |
LIABILITIES AND EQUITY | | | |
Current liabilities | | | |
Accounts payable, client accounts | $ | 1,856,443 | | | $ | 1,866,864 | |
Accounts payable | 250,917 | | | 267,493 | |
Accrued expenses | 3,358,819 | | | 3,006,281 | |
Deferred revenue | 4,798,752 | | | 3,398,028 | |
Current portion of long-term debt, net | 1,137,272 | | | 1,134,386 | |
Current portion of operating lease liabilities | 171,907 | | | 158,421 | |
Other current liabilities | 53,039 | | | 128,430 | |
Total current liabilities | 11,627,149 | | | 9,959,903 | |
Long-term debt, net | 5,080,802 | | | 5,459,026 | |
Long-term operating lease liabilities | 1,641,325 | | | 1,686,091 | |
| | | |
Other long-term liabilities | 546,636 | | | 488,159 | |
Commitments and contingent liabilities (see Note 6) | | | |
Redeemable noncontrolling interests | 1,007,099 | | | 893,709 | |
Stockholders' equity | | | |
Common stock | 2,307 | | | 2,298 | |
Additional paid-in capital | 2,240,759 | | | 2,367,918 | |
Accumulated deficit | (2,156,712) | | | (2,407,949) | |
Cost of shares held in treasury | (6,865) | | | (6,865) | |
Accumulated other comprehensive income (loss) | (122,756) | | | 27,450 | |
Total Live Nation stockholders' equity | (43,267) | | | (17,148) | |
Noncontrolling interests | 594,240 | | | 604,305 | |
Total equity | 550,973 | | | 587,157 | |
Total liabilities and equity | $ | 20,453,984 | | | $ | 19,074,045 | |
See Notes to Consolidated Financial Statements
2
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | |
| 2024 | | 2023 | | 2024 | | 2023 | |
| (in thousands except share and per share data) | |
Revenue | $ | 6,023,416 | | | $ | 5,630,723 | | | $ | 9,822,945 | | | $ | 8,758,113 | | |
Operating expenses: | | | | | | | | |
Direct operating expenses | 4,408,209 | | | 4,164,778 | | | 7,054,666 | | | 6,280,367 | | |
Selling, general and administrative expenses | 926,222 | | | 868,595 | | | 1,907,781 | | | 1,558,916 | | |
Depreciation and amortization | 137,729 | | | 136,514 | | | 270,323 | | | 251,699 | | |
Gain on disposal of operating assets | (779) | | | (7,013) | | | (1,430) | | | (6,509) | | |
Corporate expenses | 86,216 | | | 81,478 | | | 162,293 | | | 144,493 | | |
Operating income | 465,819 | | | 386,371 | | | 429,312 | | | 529,147 | | |
Interest expense | 79,970 | | | 81,995 | | | 160,661 | | | 171,210 | | |
Loss on extinguishment of debt | — | | | — | | | — | | | 18,366 | | |
Interest income | (44,425) | | | (56,452) | | | (87,682) | | | (96,765) | | |
Equity in earnings of nonconsolidated affiliates | (5,376) | | | (5,558) | | | (5,460) | | | (9,665) | | |
| | | | | | | | |
Other expense (income), net | (20,742) | | | (6,599) | | | (97,796) | | | 4,984 | | |
Income before income taxes | 456,392 | | | 372,985 | | | 459,589 | | | 441,017 | | |
Income tax expense | 80,164 | | | 41,648 | | | 115,578 | | | 65,488 | | |
Net income | 376,228 | | | 331,337 | | | 344,011 | | | 375,529 | | |
Net income attributable to noncontrolling interests | 78,258 | | | 37,655 | | | 92,774 | | | 85,016 | | |
Net income attributable to common stockholders of Live Nation | $ | 297,970 | | | $ | 293,682 | | | $ | 251,237 | | | $ | 290,513 | | |
| | | | | | | | |
Basic net income per common share available to common stockholders of Live Nation | $ | 1.05 | | | $ | 1.04 | | | $ | 0.52 | | | $ | 0.78 | | |
Diluted net income per common share available to common stockholders of Live Nation | $ | 1.03 | | | $ | 1.02 | | | $ | 0.51 | | | $ | 0.78 | | |
| | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | |
Basic | 229,921,527 | | | 228,536,179 | | | 229,696,356 | | | 228,350,537 | | |
Diluted | 245,002,995 | | | 243,660,186 | | | 232,024,314 | | | 230,490,937 | | |
| | | | | | | | |
| | | | | | | | |
Reconciliation to net income available to common stockholders of Live Nation: | | | | | |
Net income attributable to common stockholders of Live Nation | $ | 297,970 | | | $ | 293,682 | | | $ | 251,237 | | | $ | 290,513 | | |
Accretion of redeemable noncontrolling interests | (57,325) | | | (56,621) | | | (132,435) | | | (111,554) | | |
Net income available to common stockholders of Live Nation—basic | $ | 240,645 | | | $ | 237,061 | | | $ | 118,802 | | | $ | 178,959 | | |
Convertible debt interest, net of tax | 10,790 | | | 10,804 | | | — | | | — | | |
Net income available to common stockholders of Live Nation—diluted | $ | 251,435 | | | $ | 247,865 | | | $ | 118,802 | | | $ | 178,959 | | |
| | | | | | | | |
See Notes to Consolidated Financial Statements
3
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (in thousands) |
Net income | $ | 376,228 | | | $ | 331,337 | | | $ | 344,011 | | | $ | 375,529 | |
Other comprehensive income, net of tax: | | | | | | | |
Unrealized gain on cash flow hedge | 3,013 | | | 11,658 | | | 11,382 | | | 7,709 | |
Realized gain on cash flow hedge | (4,762) | | | (4,256) | | | (9,492) | | | (7,804) | |
Foreign currency translation adjustments | (156,825) | | | 69,276 | | | (152,096) | | | 149,424 | |
Comprehensive income | 217,654 | | | 408,015 | | | 193,805 | | | 524,858 | |
Comprehensive income attributable to noncontrolling interests | 78,258 | | | 37,655 | | | 92,774 | | | 85,016 | |
Comprehensive income attributable to common stockholders of Live Nation | $ | 139,396 | | | $ | 370,360 | | | $ | 101,031 | | | $ | 439,842 | |
See Notes to Consolidated Financial Statements
4
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Live Nation Stockholders’ Equity | | | | | | |
| | Common Shares Issued | | Common Stock | | Additional Paid-In Capital | | Accumulated Deficit | | Cost of Shares Held in Treasury | | Accumulated Other Comprehensive Income (Loss) | | Noncontrolling Interests | | Total Equity | | Redeemable Noncontrolling Interests |
| | (in thousands, except share data) | | (in thousands) |
Balances at March 31, 2024 | | 230,197,707 | | | $ | 2,302 | | | $ | 2,308,595 | | | $ | (2,454,682) | | | $ | (6,865) | | | $ | 35,818 | | | $ | 584,019 | | | $ | 469,187 | | | $ | 983,550 | |
| | | | | | | | | | | | | | | | | | |
Non-cash and stock-based compensation | | — | | | — | | | 26,475 | | | — | | | — | | | — | | | — | | | 26,475 | | | — | |
Common stock issued under stock plans, net of shares withheld for employee taxes | | 151,235 | | | 2 | | | (13,070) | | | — | | | — | | | — | | | — | | | (13,068) | | | — | |
Exercise of stock options | | 363,001 | | | 3 | | | 11,029 | | | — | | | — | | | — | | | — | | | 11,032 | | | — | |
| | | | | | | | | | | | | | | | | | |
Acquisitions | | — | | | — | | | — | | | — | | | — | | | — | | | 20,691 | | | 20,691 | | | 5,091 | |
| | | | | | | | | | | | | | | | | | |
Purchases of noncontrolling interests | | — | | | — | | | (31,589) | | | — | | | — | | | — | | | (15,255) | | | (46,844) | | | 1,203 | |
| | | | | | | | | | | | | | | | | | |
Redeemable noncontrolling interests fair value adjustments | | — | | | — | | | (60,681) | | | — | | | — | | | — | | | — | | | (60,681) | | | 60,851 | |
| | | | | | | | | | | | | | | | | | |
Cash distributions | | — | | | — | | | — | | | — | | | — | | | — | | | (55,395) | | | (55,395) | | | (60,351) | |
Other | | — | | | — | | | — | | | — | | | — | | | — | | | (1,344) | | | (1,344) | | | 21 | |
Comprehensive income (loss): | | | | | | | | | | | | | | | | | | |
Net income | | — | | | — | | | — | | | 297,970 | | | — | | | — | | | 61,524 | | | 359,494 | | | 16,734 | |
Unrealized gain on cash flow hedge | | — | | | — | | | — | | | — | | | — | | | 3,013 | | | — | | | 3,013 | | | — | |
Realized gain on cash flow hedge | | — | | | — | | | — | | | — | | | — | | | (4,762) | | | — | | | (4,762) | | | — | |
Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | — | | | (156,825) | | | — | | | (156,825) | | | — | |
Balance at June 30, 2024 | | 230,711,943 | | | $ | 2,307 | | | $ | 2,240,759 | | | $ | (2,156,712) | | | $ | (6,865) | | | $ | (122,756) | | | $ | 594,240 | | | $ | 550,973 | | | $ | 1,007,099 | |
See Notes to Consolidated Financial Statements
5
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Live Nation Stockholders’ Equity | | | | | | |
| | Common Shares Issued | | Common Stock | | Additional Paid-In Capital | | Accumulated Deficit | | Cost of Shares Held in Treasury | | Accumulated Other Comprehensive Income (Loss) | | Noncontrolling Interests | | Total Equity | | Redeemable Noncontrolling Interests |
| | (in thousands, except share data) | | (in thousands) |
Balances at December 31, 2023 | | 229,785,241 | | | $ | 2,298 | | | $ | 2,367,918 | | | $ | (2,407,949) | | | $ | (6,865) | | | $ | 27,450 | | | $ | 604,305 | | | $ | 587,157 | | | $ | 893,709 | |
| | | | | | | | | | | | | | | | | | |
Non-cash and stock-based compensation | | — | | | — | | | 63,140 | | | — | | | — | | | — | | | — | | | 63,140 | | | — | |
Common stock issued under stock plans, net of shares withheld for employee taxes | | 499,337 | | | 5 | | | (38,556) | | | — | | | — | | | — | | | — | | | (38,551) | | | — | |
Exercise of stock options | | 427,365 | | | 4 | | | 12,815 | | | — | | | — | | | — | | | — | | | 12,819 | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Acquisitions | | — | | | — | | | — | | | — | | | — | | | — | | | 37,378 | | | 37,378 | | | 35,772 | |
| | | | | | | | | | | | | | | | | | |
Purchases of noncontrolling interests | | — | | | — | | | (29,329) | | | — | | | — | | | — | | | (15,264) | | | (44,593) | | | (11,013) | |
| | | | | | | | | | | | | | | | | | |
Redeemable noncontrolling interests fair value adjustments | | — | | | — | | | (135,229) | | | — | | | — | | | — | | | — | | | (135,229) | | | 135,817 | |
Contributions received | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 28 | |
Cash distributions | | — | | | — | | | | | — | | | — | | | — | | | (104,227) | | | (104,227) | | | (67,681) | |
Other | | — | | | — | | | — | | | — | | | — | | | — | | | 762 | | | 762 | | | (1,021) | |
Comprehensive income (loss): | | | | | | | | | | | | | | | | | | |
Net income | | — | | | — | | | — | | | 251,237 | | | — | | | — | | | 71,286 | | | 322,523 | | | 21,488 | |
Unrealized gain on cash flow hedge | | — | | | — | | | — | | | — | | | — | | | 11,382 | | | — | | | 11,382 | | | — | |
Realized gain on cash flow hedge | | — | | | — | | | — | | | — | | | — | | | (9,492) | | | — | | | (9,492) | | | — | |
Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | — | | | (152,096) | | | — | | | (152,096) | | | — | |
Balance at June 30, 2024 | | 230,711,943 | | | $ | 2,307 | | | $ | 2,240,759 | | | $ | (2,156,712) | | | $ | (6,865) | | | $ | (122,756) | | | $ | 594,240 | | | $ | 550,973 | | | $ | 1,007,099 | |
See Notes to Consolidated Financial Statements
6
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Live Nation Stockholders’ Equity | | | | | | |
| | Common Shares Issued | | Common Stock | | Additional Paid-In Capital | | Accumulated Deficit | | Cost of Shares Held in Treasury | | Accumulated Other Comprehensive Income (Loss) | | Noncontrolling Interests | | Total Equity | | Redeemable Noncontrolling Interests |
| | (in thousands, except share data) | | (in thousands) |
Balances at March 31, 2023 | | 228,859,789 | | | $ | 2,289 | | | $ | 2,535,553 | | | $ | (2,974,398) | | | $ | (6,865) | | | $ | (17,425) | | | $ | 539,992 | | | $ | 79,146 | | | $ | 710,350 | |
Non-cash and stock-based compensation | | — | | | — | | | 27,763 | | | — | | | — | | | — | | | — | | | 27,763 | | | — | |
Common stock issued under stock plans, net of shares withheld for employee taxes | | 32,526 | | | 1 | | | (516) | | | — | | | — | | | — | | | — | | | (515) | | | — | |
Exercise of stock options | | 191,879 | | | 1 | | | 4,004 | | | — | | | — | | | — | | | — | | | 4,005 | | | — | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Acquisitions | | — | | | — | | | — | | | — | | | — | | | — | | | 8,777 | | | 8,777 | | | 13,988 | |
| | | | | | | | | | | | | | | | | | |
Purchases of noncontrolling interests | | — | | | — | | | (71,776) | | | — | | | — | | | — | | | (15,684) | | | (87,460) | | | 659 | |
Redeemable noncontrolling interests fair value adjustments | | — | | | — | | | (56,368) | | | — | | | — | | | — | | | — | | | (56,368) | | | 56,368 | |
Contributions received | | — | | | — | | | — | | | — | | | — | | | — | | | 8,772 | | | 8,772 | | | — | |
Cash distributions | | — | | | — | | | — | | | — | | | — | | | — | | | (30,484) | | | (30,484) | | | (52,210) | |
Other | | | | | | | | — | | | — | | | — | | | 26,295 | | | 26,295 | | | 7,847 | |
Comprehensive income (loss): | | | | | | | | | | | | | | | | | | |
Net income | | — | | | — | | | — | | | 293,682 | | | — | | | — | | | 21,138 | | | 314,820 | | | 16,517 | |
Unrealized gain on cash flow hedge | | — | | | — | | | — | | | — | | | — | | | 11,658 | | | — | | | 11,658 | | | — | |
Realized gain on cash flow hedge | | — | | | — | | | — | | | — | | | — | | | (4,256) | | | — | | | (4,256) | | | — | |
Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | — | | | 69,276 | | | — | | | 69,276 | | | — | |
Balances at June 30, 2023 | | 229,084,194 | | | $ | 2,291 | | | $ | 2,438,660 | | | $ | (2,680,716) | | | $ | (6,865) | | | $ | 59,253 | | | $ | 558,806 | | | $ | 371,429 | | | $ | 753,519 | |
See Notes to Consolidated Financial Statements
7
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Live Nation Stockholders’ Equity | | | | | | | | | | | | | |
| | Common Shares Issued | | Common Stock | | Additional Paid-In Capital | | Accumulated Deficit | | Cost of Shares Held in Treasury | | Accumulated Other Comprehensive Income | | Noncontrolling Interests | | Total Equity | | Redeemable Noncontrolling Interests | | | | | | | |
| | (in thousands, except share data) | | (in thousands) | | | | | | | |
Balances at December 31, 2022 | | 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 | | — | | | — | | | 55,334 | | | — | | | — | | | — | | | — | | | 55,334 | | | — | | | | | | | | |
Common stock issued under stock plans, net of shares withheld for employee taxes | | 217,501 | | | 2 | | | (8,466) | | | — | | | — | | | — | | | — | | | (8,464) | | | — | | | | | | | | |
Exercise of stock options | | 211,841 | | | 2 | | | 4,997 | | | — | | | — | | | — | | | — | | | 4,999 | | | — | | | | | | | | |
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 | | — | | | — | | | — | | | — | | | — | | | — | | | 67,243 | | | 67,243 | | | 26,296 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of noncontrolling interests | | — | | | — | | | (97,648) | | | — | | | — | | | — | | | (27,090) | | | (124,738) | | | 659 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable noncontrolling interests fair value adjustments | | — | | | — | | | (111,046) | | | — | | | — | | | — | | | — | | | (111,046) | | | 111,046 | | | | | | | | |
Contributions received | | — | | | — | | | — | | | — | | | — | | | — | | | 14,631 | | | 14,631 | | | 85 | | | | | | | | |
Cash distributions | | — | | | — | | | | | — | | | — | | | — | | | (74,693) | | | (74,693) | | | (62,916) | | | | | | | | |
Other | | — | | | — | | | — | | | — | | | — | | | — | | | 54,320 | | | 54,320 | | | (13,404) | | | | | | | | |
Comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | — | | | — | | | — | | | 290,513 | | | — | | | — | | | 63,029 | | | 353,542 | | | 21,987 | | | | | | | | |
Unrealized gain on cash flow hedge | | — | | | — | | | — | | | — | | | — | | | 7,709 | | | — | | | 7,709 | | | — | | | | | | | | |
Realized gain on cash flow hedge | | — | | | — | | | — | | | — | | | — | | | (7,804) | | | — | | | (7,804) | | | | | | | | | | |
Foreign currency translation adjustments | | — | | | — | | | — | | | — | | | — | | | 149,424 | | | — | | | 149,424 | | | — | | | | | | | | |
Balances at June 30, 2023 | | 229,084,194 | | | $ | 2,291 | | | $ | 2,438,660 | | | $ | (2,680,716) | | | $ | (6,865) | | | $ | 59,253 | | | $ | 558,806 | | | $ | 371,429 | | | $ | 753,519 | | | | | | | | |
See Notes to Consolidated Financial Statements
8
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
| (in thousands) |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net income | $ | 344,011 | | | $ | 375,529 | |
Reconciling items: | | | |
Depreciation | 146,168 | | | 127,670 | |
Amortization | 124,155 | | | 124,029 | |
Amortization of non-recoupable ticketing contract advances | 45,241 | | | 41,597 | |
Deferred income tax expense (benefit) | (6,078) | | | 5,430 | |
Amortization of debt issuance costs and discounts | 7,881 | | | 8,949 | |
Loss on extinguishment of debt | — | | | 18,366 | |
Stock-based compensation expense | 59,738 | | | 55,333 | |
Unrealized changes in fair value of contingent consideration | (28,573) | | | 20,100 | |
Gain on mark-to-market of investments in nonconsolidated affiliates | (100,153) | | | (26,408) | |
Equity in losses of nonconsolidated affiliates, net of distributions | 5,671 | | | 9,019 | |
Provision for uncollectible accounts receivable | (9,806) | | | 20,120 | |
| | | |
Other, net | (11,972) | | | (512) | |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | | | |
Increase in accounts receivable | (436,458) | | | (395,516) | |
Increase in prepaid expenses and other assets | (646,147) | | | (836,672) | |
| | | |
Increase in accounts payable, accrued expenses and other liabilities | 391,059 | | | 298,718 | |
Increase in deferred revenue | 1,516,217 | | | 1,801,097 | |
Net cash provided by operating activities | 1,400,954 | | | 1,646,849 | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | |
Advances of notes receivable | (75,973) | | | (118,973) | |
Collections of notes receivable | 21,290 | | | 8,286 | |
| | | |
Investments made in nonconsolidated affiliates | (30,593) | | | (26,336) | |
Purchases of property, plant and equipment | (333,689) | | | (202,531) | |
| | | |
Cash acquired from (paid for) acquisitions, net of cash paid (acquired) | (17,579) | | | 69,359 | |
Purchases of intangible assets | (5,390) | | | (35,088) | |
| | | |
Other, net | 7,529 | | | 6,077 | |
Net cash used in investing activities | (434,405) | | | (299,206) | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | |
Proceeds from long-term debt, net of debt issuance costs | 886 | | | 986,766 | |
Payments on long-term debt | (377,132) | | | (614,030) | |
Contributions from noncontrolling interests | 28 | | | 14,716 | |
Distributions to noncontrolling interests | (171,908) | | | (137,609) | |
Purchases of noncontrolling interests, net | (47,980) | | | (88,239) | |
Payments for capped call transactions | — | | | (75,500) | |
Proceeds from exercise of stock options | 12,819 | | | 4,999 | |
Taxes paid for net share settlement of equity awards | (38,551) | | | (8,464) | |
| | | |
Payments for deferred and contingent consideration | (20,390) | | | (9,440) | |
Other, net | (748) | | | 315 | |
Net cash provided by (used in) financing activities | (642,976) | | | 73,514 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (152,989) | | | 103,111 | |
Net increase in cash, cash equivalents, and restricted cash | 170,584 | | | 1,524,268 | |
Cash, cash equivalents and restricted cash at beginning of period | 6,238,956 | | | 5,612,374 | |
Cash, cash equivalents and restricted cash at end of period | $ | 6,409,540 | | | $ | 7,136,642 | |
See Notes to Consolidated Financial Statements
9
LIVE NATION ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION
Preparation of Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, they include all normal and recurring accruals and adjustments necessary to present fairly the results of the interim periods shown. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Seasonality
Our Concerts and Sponsorship & Advertising segments typically experience higher revenue and operating income in the second and third quarters as our outdoor venue concerts and festivals primarily occur from May through October in most major markets. Our Ticketing segment revenue is impacted by fluctuations in the availability and timing of events for sale to the public, which vary depending upon scheduling by our clients.
Cash flows from our Concerts segment typically have a slightly different seasonality as partial payments are often made for artist performance fees and production costs for tours in advance of the date the related event tickets go on sale. These artist fees and production costs are expensed when the event occurs. Once tickets for an event go on sale, we generally begin to receive payments from ticket sales in advance of when the event occurs. In the United States, this cash is largely associated with events in our operated venues, notably amphitheaters, festivals, theaters and clubs. Internationally, this cash is from a combination of both events in our owned or operated venues, as well as events in third-party venues associated with our promoter’s share of tickets in allocation markets. We record these ticket sales as revenue when the event occurs. Our seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year.
We expect our seasonality trends to evolve as we continue to expand our global operations.
Variable Interest Entities
In the normal course of business, we enter into joint ventures or make investments in companies that will allow us to expand our core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity at risk is insufficient to permit it to carry on its activities without additional financial support from its equity owners. In determining whether we are the primary beneficiary of a VIE, we assess whether we have the power to direct activities that most significantly impact the economic performance of the entity and have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The activities we believe most significantly impact the economic performance of our VIEs include the unilateral ability to approve the annual budget, to terminate key management and to approve entering into agreements with artists, among others. We have certain rights and obligations related to our involvement in the VIEs, including the requirement to provide operational cash flow funding.
As of June 30, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $842 million and $940 million of assets and $560 million and $592 million of liabilities, respectively, related to VIEs included in our balance sheets. None of our VIEs are significant on an individual basis.
Cash and Cash Equivalents
Included in the June 30, 2024 and December 31, 2023 cash and cash equivalents balance is $1.3 billion and $1.5 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to our clients on a regular basis. These amounts due to our clients are included in accounts payable, client accounts.
Income Taxes
Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction. As of June 30, 2024, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions, including the United States, due to cumulative pre-tax losses. As a result of the valuation allowances, no tax benefits have been recognized for any losses incurred in those tax jurisdictions for the first six months of 2024.
Accounting Pronouncements
In June 2022, the FASB issued Accounting Standards Update 2022-03, which clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. We adopted this guidance on January 1, 2024. The adoption did not and is not expected to have a material impact on our consolidated financial statements.
In November 2023, the FASB issued Accounting Standards Update 2023-07, which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance.
NOTE 2—LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL
Property, Plant and Equipment, Net
Property, plant and equipment includes expenditures for the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements along with the renewal and improvement of existing venues and technology systems, web development and administrative offices.
Property, plant and equipment, net, consisted of the following: | | | | | | | | | | | | | | |
| | June 30, 2024 | | December 31, 2023 |
| | (in thousands) |
Land, buildings and improvements | | $ | 2,161,329 | | | $ | 2,043,595 | |
Computer equipment and capitalized software | | 913,253 | | | 888,065 | |
Furniture and other equipment | | 664,678 | | | 646,966 | |
Construction in progress | | 373,500 | | | 317,028 | |
Property, plant and equipment, gross | | 4,112,760 | | | 3,895,654 | |
Less: accumulated depreciation | | 1,877,234 | | | 1,794,191 | |
Property, plant and equipment, net | | $ | 2,235,526 | | | $ | 2,101,463 | |
Definite-lived Intangible Assets
The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the six months ended June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue- generating contracts | | Client / vendor relationships | | Venue management | | Trademarks and naming rights | | | | Technology and Other (1) | | Total |
| (in thousands) |
Balance as of December 31, 2023: | | | | | | | | | | |
Gross carrying amount | $ | 925,257 | | | $ | 583,436 | | | $ | 226,788 | | | $ | 183,493 | | | | | $ | 20,220 | | | $ | 1,939,194 | |
Accumulated amortization | (336,625) | | | (251,649) | | | (79,218) | | | (104,036) | | | | | (6,045) | | | (777,573) | |
Net | 588,632 | | | 331,787 | | | 147,570 | | | 79,457 | | | | | 14,175 | | | 1,161,621 | |
Gross carrying amount: | | | | | | | | | |
Acquisitions and additions—current year | 68,024 | | | 27,318 | | | 1,256 | | | — | | | | | 264 | | | 96,862 | |
Acquisitions and additions—prior year | 826 | | | 4,066 | | | 3 | | | (2) | | | | | — | | | 4,893 | |
| | | | | | | | | | | | | |
Foreign exchange | (41,116) | | | (14,820) | | | (2,936) | | | (6,126) | | | | | (104) | | | (65,102) | |
Other (2) | (4,959) | | | (10,132) | | | (11,973) | | | (383) | | | | | (147) | | | (27,594) | |
Net change | 22,775 | | | 6,432 | | | (13,650) | | | (6,511) | | | | | 13 | | | 9,059 | |
Accumulated amortization: | | | | | | | | | |
Amortization | (55,242) | | | (41,580) | | | (13,775) | | | (9,282) | | | | | (3,860) | | | (123,739) | |
| | | | | | | | | | | | | |
Foreign exchange | 11,990 | | | 5,273 | | | 941 | | | 2,101 | | | | | 7 | | | 20,312 | |
Other (2) | 4,694 | | | 10,132 | | | 11,973 | | | 324 | | | | | 290 | | | 27,413 | |
Net change | (38,558) | | | (26,175) | | | (861) | | | (6,857) | | | | | (3,563) | | | (76,014) | |
Balance as of June 30, 2024: | | | | | | | | | | |
Gross carrying amount | 948,032 | | | 589,868 | | | 213,138 | | | 176,982 | | | | | 20,233 | | | 1,948,253 | |
Accumulated amortization | (375,183) | | | (277,824) | | | (80,079) | | | (110,893) | | | | | (9,608) | | | (853,587) | |
Net | $ | 572,849 | | | $ | 312,044 | | | $ | 133,059 | | | $ | 66,089 | | | | | $ | 10,625 | | | $ | 1,094,666 | |
(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 a festival promotion business and an artist management business both located in the United States.
The 2024 acquisitions and additions to definite-lived intangible assets had weighted-average lives as follows:
| | | | | |
| Weighted- Average Life (years) |
Revenue-generating contracts | 9 |
Client/vendor relationships | 5 |
| |
| |
Venue management | 3 |
Technology | 3 |
| |
All categories | 8 |
Amortization of definite-lived intangible assets for the three months ended June 30, 2024 and 2023 was $61.7 million and $55.2 million, respectively, and for the six months ended June 30, 2024 and 2023 was $123.7 million and $112.7 million, respectively. As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization expense may vary.
Goodwill
The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the six months ended June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | | Ticketing | | Sponsorship & Advertising | | | Total |
| (in thousands) |
Balance as of December 31, 2023: | | | | | | | | |
Goodwill | $ | 1,439,579 | | | $ | 1,012,530 | | | $ | 674,720 | | | | $ | 3,126,829 | |
Accumulated impairment losses | (435,363) | | | — | | | — | | | | (435,363) | |
Net | 1,004,216 | | | 1,012,530 | | | 674,720 | | | | 2,691,466 | |
| | | | | | | | |
Acquisitions—current year | 18,732 | | | — | | | — | | | | 18,732 | |
Acquisitions—prior year | 4,201 | | | — | | | — | | | | 4,201 | |
| | | | | | | | |
| | | | | | | | |
Foreign exchange | (11,556) | | | (20,445) | | | (18,249) | | | | (50,250) | |
| | | | | | | | |
Balance as of June 30, 2024: | | | | | | | | |
Goodwill | 1,450,956 | | | 992,085 | | | 656,471 | | | | 3,099,512 | |
Accumulated impairment losses | (435,363) | | | — | | | — | | | | (435,363) | |
Net | $ | 1,015,593 | | | $ | 992,085 | | | $ | 656,471 | | | | $ | 2,664,149 | |
We are in various stages of finalizing our acquisition accounting for recent acquisitions, which may include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and our allocation between segments.
Investments in Nonconsolidated Affiliates
At June 30, 2024 and December 31, 2023, we had investments in nonconsolidated affiliates of $548.4 million and $447.5 million, respectively, included in other long-term assets on our consolidated balance sheets.
NOTE 3—LEASES
The significant components of operating lease expense are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (in thousands) |
Operating lease expense | $ | 66,772 | | | $ | 76,999 | | | $ | 132,508 | | | $ | 142,328 | |
Variable and short-term lease expense | 48,717 | | | 40,963 | | | 73,912 | | | 72,305 | |
Sublease income | (1,704) | | | (2,424) | | | (3,113) | | | (4,612) | |
Net lease expense | $ | 113,785 | | | $ | 115,538 | | | $ | 203,307 | | | $ | 210,021 | |
Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables. Contingent rent obligations, including those related to subsequent changes in the prevailing index or market rate after lease inception, are not included in the initial measurement of the lease asset or liability and are recorded as rent expense in the period that the contingency is resolved.
Supplemental cash flow information for our operating leases is as follows:
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
| (in thousands) |
Cash paid for amounts included in the measurement of lease liabilities | $ | 149,049 | | | $ | 137,924 | |
Lease assets obtained in exchange for lease obligations, net of terminations | $ | 54,947 | | | $ | 87,505 | |
As of June 30, 2024, we have additional operating leases that have not yet commenced, with total lease payments of $137.1 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from July 2024 to June 2030 with lease terms ranging from 2 to 28 years.
NOTE 4—LONG-TERM DEBT
Long-term debt, which includes finance leases, consisted of the following: | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | June 30, 2024 | | December 31, 2023 |
| | | | | (in thousands) |
Senior Secured Credit Facility: | | | | |
| | | | | |
| | | | | |
| | | Term loan B | | $ | 832,533 | | | $ | 836,903 | |
| | | Revolving credit facility | | — | | | 370,000 | |
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 | |
| | | | |
2.0% Convertible Senior Notes due 2025 | | 400,000 | | | 400,000 | |
3.125% Convertible Senior Notes due 2029 | | 1,000,000 | | | 1,000,000 | |
Other debt | | 503,293 | | | 511,210 | |
Total principal amount | | 6,260,826 | | | 6,643,113 | |
| | | Less: unamortized discounts and debt issuance costs | | (42,752) | | | (49,701) | |
Total debt, net of unamortized discounts and debt issuance costs | | 6,218,074 | | | 6,593,412 | |
| | | Less: current portion | | 1,137,272 | | | 1,134,386 | |
Total long-term debt, net | | $ | 5,080,802 | | | $ | 5,459,026 | |
| | | | | | | |
Future maturities of long-term debt at June 30, 2024 are as follows:
| | | | | |
| (in thousands) |
Remainder of 2024 | $ | 1,124,827 | |
2025 | 26,146 | |
2026 | 1,398,114 | |
2027 | 2,153,784 | |
2028 | 1,515,675 | |
Thereafter | 42,280 | |
Total | $ | 6,260,826 | |
All long-term debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above. See Note 5 – Fair Value Measurements for discussion of the fair value measurement of our long-term debt.
Other Debt
As of June 30, 2024, other debt includes $275.0 million for a note due in 2026 related to an acquisition of a venue management business in the United States during the first quarter of 2023 and $123.3 million for a Euro-denominated note due in 2024 related to a venue management business located in Europe.
NOTE 5—FAIR VALUE MEASUREMENTS
Recurring
The following table shows the fair value of our significant financial assets that are required to be measured at fair value on a recurring basis, which are classified on the consolidated balance sheets as cash and cash equivalents.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Estimated Fair Value |
| June 30, 2024 | | December 31, 2023 |
| Level 1 | | Level 2 | | Total | | Level 1 | | Level 2 | | Total |
| (in thousands) |
Assets: | | | | | | | | | | | |
Cash equivalents | $ | 963,670 | | | $ | — | | | $ | 963,670 | | | $ | 580,126 | | | $ | — | | | $ | 580,126 | |
Interest rate swaps | $ | — | | | $ | 42,983 | | | $ | 42,983 | | | $ | — | | | $ | 39,232 | | | $ | 39,232 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Cash equivalents consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market. The fair value for our interest rate swaps are based upon inputs corroborated by observable market data with similar tenors.
Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs. Our debt is not publicly traded and the carrying amounts typically approximate fair value for debt that accrues interest at a variable rate, which are considered to be Level 2 inputs as defined in the FASB guidance.
The following table presents the estimated fair values of our senior secured notes, senior notes and convertible senior notes:
| | | | | | | | | | | |
| Estimated Fair Value at |
| June 30, 2024 | | December 31, 2023 |
| Level 2 |
| (in thousands) |
6.5% Senior Secured Notes due 2027 | $ | 1,211,256 | | | $ | 1,222,608 | |
3.75% Senior Secured Notes due 2028 | $ | 466,535 | | | $ | 469,515 | |
4.875% Senior Notes due 2024 | $ | 573,223 | | | $ | 570,412 | |
5.625% Senior Notes due 2026 | $ | 296,802 | | | $ | 297,606 | |
4.75% Senior Notes due 2027 | $ | 911,155 | | | $ | 913,653 | |
2.0% Convertible Senior Notes due 2025 | $ | 413,808 | | | $ | 423,668 | |
3.125% Convertible Senior Notes due 2029 | $ | 1,113,350 | | | $ | 1,136,160 | |
The estimated fair value of our third-party fixed-rate debt is based on quoted market prices in active markets for the same or similar debt, which are considered to be Level 2 inputs.
Non-recurring
For the six months ended June 30, 2024, we recorded a gain related to an investment in a nonconsolidated affiliate of $31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $32.6 million, as a component of other income, net. To calculate the gain on the investment, we remeasured the investment to fair value of $142.2 million using an observable price from orderly transactions for a similar investment of the same issuer. We remeasured the warrant to fair value of $52.6 million using an option pricing model.
For the six months ended June 30, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $24.4 million, as a component of other income, net. The gain was related to the acquisition of a controlling interest in a concert business, which was previously accounted for as an equity-method investment. To calculate the gain, we remeasured the investment to fair value of $35.9 million using the income approach method.
The key inputs in these fair value measurements include a future cash flow projection, including revenue, profit margins, and adjustment related to discount for lack of marketability. The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs.
For the six months ended June 30, 2023, there were no significant non-recurring fair value measurements.
NOTE 6—COMMITMENTS AND CONTINGENT LIABILITIES
Litigation
Consumer Class Actions
The putative class action lawsuits filed against Live Nation and Ticketmaster in Canada in 2018 making certain allegations regarding Ticketmaster conduct that allegedly encourages the resale of tickets on secondary ticket exchanges have progressed materially. We no longer believe these matters pose a risk of material loss to our financial position, cash flows, or results of operations.
Astroworld Litigation
On November 5, 2021, the Astroworld music festival was held in Houston, Texas. During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries. Following these events, at least 450 civil lawsuits have been filed against Live Nation Entertainment, Inc. and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages. Pursuant to a February 2022 order of the state Multidistrict Litigation Panel, matter 21-1033, the civil cases have been assigned to Judge Kristen Hawkins of the 11th District Court of Harris County, Texas, for oversight of pretrial matters under Texas’s rules governing multidistrict litigation.
During the three and six months ended June 30, 2024, all remaining wrongful death lawsuits were settled, and we began settlement discussions in earnest with certain remaining parties with injury claims. As a result, we have recognized $94 million and $280 million for the three and six months ended June 30, 2024, respectively, within selling, general and administrative expenses for the estimated probable losses in excess of our expected insurance recoveries. The amounts recorded as of June 30, 2024 represent our best estimate of the ultimate loss associated with all remaining lawsuits and claims.
Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, is based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions or recognize additional losses.
Department of Justice Complaint
In May 2024, the United States Department of Justice, Antitrust Division, together with the attorneys general of twenty-nine states plus the District of Columbia, filed a civil antitrust complaint (the “Complaint”) against Live Nation Entertainment, Inc. and Ticketmaster in the United States District Court for the Southern District of New York alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. The Complaint requests various forms of relief for the alleged violations, including without limitation the divestiture of Ticketmaster by the Company, cancellation of certain ticketing contracts, enjoining the Company from engaging in anticompetitive practices, and other forms of relief. Certain states also seek unspecified damages for their citizens.
The Company believes it has substantial defenses to the lawsuit and will vigorously defend itself.
Other Litigation
From time to time, we are involved in other legal proceedings arising in the ordinary course of our business, including proceedings and claims based upon purported violations of antitrust laws, intellectual property rights and tortious interference, which could cause us to incur significant expenses. We have also been the subject of personal injury and wrongful death claims relating to accidents at our venues in connection with our operations. As required, we have accrued our estimate of the probable settlement or other losses for the resolution of any outstanding claims. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, including, in some cases, estimated redemption rates for the settlement offered, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings.
NOTE 7—EQUITY
Accumulated Other Comprehensive Income (Loss)
The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2024: | | | | | | | | | | | | | | | | | |
| Cash Flow Hedge | | Foreign Currency Items | | Total |
| (in thousands) |
Balance at December 31, 2023 | $ | 29,350 | | | $ | (1,900) | | | $ | 27,450 | |
Other comprehensive income (loss) before reclassifications | 11,382 | | | (152,096) | | | (140,714) | |
Amount reclassified from AOCI | (9,492) | | | — | | | (9,492) | |
Net other comprehensive income (loss) | 1,890 | | | (152,096) | | | (150,206) | |
Balance at June 30, 2024 | $ | 31,240 | | | $ | (153,996) | | | $ | (122,756) | |
Earnings Per Share
Basic net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted net income (loss) per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted and deferred stock awards and the assumed conversion of our convertible senior notes, where dilutive.
The following table sets forth the computation of weighted average common shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| |
Weighted average common shares—basic | 229,921,527 | | | 228,536,179 | | | 229,696,356 | | | 228,350,537 | |
Effect of dilutive securities: | | | | | | | |
Stock options and restricted stock | 2,076,808 | | | 2,119,347 | | | 2,327,958 | | | 2,140,400 | |
Convertible senior notes | 13,004,660 | | | 13,004,660 | | | — | | | — | |
|