Live Nation Entertainment Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

LONG-LIVED ASSETS

LONG-LIVED ASSETS

3 Months Ended

Mar. 31, 2020

We reviewed our long-lived assets for potential impairment due to the temporary suspension of our concert events resulting from the global COVID-19 pandemic. Our venues are either owned or provide long-term operating rights under lease or management agreements with terms ranging from five to twenty-five years. Many of our definite-lived intangible assets are based on revenue-generating contracts, and client or vendor relationships associated with live events and have useful lives, established at the time of acquisition, ranging from 3 to 10 years. Our more significant investments in nonconsolidated affiliates are in the concert event promotion, venue operation or ticketing businesses and are experiencing similar impacts to their operations. Based on our assessments, we have recorded impairment charges on certain of our definite-lived intangible assets which are discussed below.

We expect that concerts will resume in the second half of the year and that the underlying business supporting all of our long-lived assets will begin generating operating income once again. However, we have never previously experienced a complete cessation of our live events and unprecedented reduction in the number of events selling tickets, and as a consequence, our ability to be predictive regarding the impact of such a cessation is uncertain. As a result, the underlying assumptions used in our impairment assessments could change resulting in future impairment charges.

Property, Plant and Equipment, Net

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


	March 31,		December 31,
	2020		2019
	(in thousands)
Land, buildings and improvements	$	1,204,678	$	1,181,876
Computer equipment and capitalized software	817,022		800,990
Furniture and other equipment	415,349		380,174
Construction in progress	148,853		176,275
	2,585,902		2,539,315
Less accumulated depreciation	1,457,733		1,421,383
	$	1,128,169	$	1,117,932

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, 2020:


	Revenue- generating contracts		Client / vendor relationships		Trademarks and naming rights		Venue management & Leaseholds		Technology		Other ⁽¹⁾		Total
	(in thousands)
Balance as of December 31, 2019:
Gross carrying amount	$	700,557	$	527,490	$	152,935	$	149,586	$	87,338	$	25,219	$	1,643,125
Accumulated amortization	(402,022)		(203,361)		(56,416)		(42,699)		(54,220)		(14,266)		(772,984)
Net	298,535		324,129		96,519		106,887		33,118		10,953		870,141
Gross carrying amount:
Acquisitions—current year	35,808		94,576		160		8,785		112		94		139,535
Acquisitions—prior year	(228)		—		—		(230)		—		—		(458)

Foreign exchange	(19,843)		(23,275)		(5,937)		(3,457)		(1,219)		(314)		(54,045)
Other ⁽²⁾	(12,198)		(83,255)		—		(820)		(1,409)		(1,344)		(99,026)
Net change	3,539		(11,954)		(5,777)		4,278		(2,516)		(1,564)		(13,994)
Accumulated amortization:
Amortization	(27,428)		(20,097)		(4,169)		(4,283)		(6,462)		(1,797)		(64,236)

Foreign exchange	4,786		6,562		991		1,361		1,012		260		14,972
Other ⁽²⁾	12,198		83,255		1		820		1,399		1,348		99,021
Net change	(10,444)		69,720		(3,177)		(2,102)		(4,051)		(189)		49,757
Balance as of March 31, 2020:
Gross carrying amount	704,096		515,536		147,158		153,864		84,822		23,655		1,629,131
Accumulated amortization	(412,466)		(133,641)		(59,593)		(44,801)		(58,271)		(14,455)		(723,227)
Net	$	291,630	$	381,895	$	87,565	$	109,063	$	26,551	$	9,200	$	905,904

______________

⁽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 and concert promotion business located in Ireland, a merchandise business and a festival promotion business, both located in the United States.

The 2020 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:


			Weighted- Average Life (years)
Revenue-generating contracts			9
Client/vendor relationships			8
Trademarks and naming rights			5

Technology			1
Venue management and leaseholds			7

All categories			8

We test for possible impairment of definite-lived intangible assets whenever events or circumstances change, such as a significant reduction in operating cash flow or a change in the manner in which the asset is intended to be used, which may indicate that the carrying amount of the asset may not be recoverable. During the three months ended March 31, 2020, we reviewed the carrying value of certain definite-lived intangible assets that management determined had an indicator that future operating cash flows may not support their carrying value as a result of the expected impacts from the global COVID-19 pandemic, and it was determined that those assets were impaired since the estimated undiscounted operating cash flows

associated with those assets were less than their carrying value. For the three months ended March 31, 2020, we recorded impairment charges related to definite-lived intangible assets of $10.1 million as a component of depreciation and amortization. These impairment charges primarily related to intangible assets for revenue-generating contracts in the Concerts segment. See Note 7—Fair Value Measurements for further discussion of the inputs used to determine the fair value. There were no significant impairment charges recorded during the three months ended March 31, 2019.

Amortization of definite-lived intangible assets for the three months ended March 31, 2020 and 2019 was $64.2 million and $47.2 million, respectively.

The following table presents our estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets that exist at March 31, 2020:


	(in thousands)
April 1 - December 31, 2020	$	241,180
2021	$	156,213
2022	$	126,452
2023	$	104,079
2024	$	87,411

As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization will vary.

Goodwill

The Company reviews goodwill for impairment annually, as of October 1. As such, we completed our annual review last quarter and, as reported in our December 31, 2019 Form 10-K, no impairments were recorded as the fair value of each reporting unit was determined to be in excess of its carrying value for all reporting units.

The rapid and severe impacts of COVID-19, and more specifically the need to support global social distancing efforts, mitigating the spread of the virus, and comply with restrictions put in place by various governmental entities, led to our decision to cease all tours and to close our venues in mid-March. As such actions will have a material impact on our cash flows during the temporary suspension of operations, we performed a qualitative review to assess whether we believed these actions caused the fair value of any of our reporting units to fall below its carrying value. This qualitative review included sensitivity analyses on each reporting unit’s discounted cash flow models considering more recent discount rates, financial results and forecasts, market multiples and terminal value revenue growth rates. The conclusion for all reporting units was that no impairment trigger existed that would require a further quantitative analysis at March 31, 2020. We are unable to predict how long the impacts from COVID-19 will impact our operations or what additional restrictions may be imposed by governments. Significant variations from current expectations could impact future assessments resulting in future impairment charges.

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, 2020:


	Concerts		Ticketing		Sponsorship & Advertising		Total
	(in thousands)
Balance as of December 31, 2019:
Goodwill	$	1,226,057	$	766,263	$	441,541	$	2,433,861
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	790,694		766,263		441,541		1,998,498

Acquisitions—current year	37,968		2,141		—		40,109
Acquisitions—prior year	(5,893)		—		7,165		1,272


Foreign exchange	(23,181)		(3,368)		(13,351)		(39,900)

Balance as of March 31, 2020:
Goodwill	1,234,951		765,036		435,355		2,435,342
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	$	799,588	$	765,036	$	435,355	$	1,999,979

Included in the current year acquisitions amounts above are goodwill primarily associated with the acquisition of a festival and concert promotion business located in Ireland and a festival promotion business located in the United States.

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.