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

6 Months Ended

Jun. 30, 2020

We reviewed our long-lived assets for potential impairment indicators due to the suspension of our concert events resulting from the global COVID-19 pandemic. Our venues are either owned or we have long-term operating rights under lease or management agreements with terms ranging from 5 to 25 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, typically 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 these businesses are experiencing similar impacts to their operations, in line with what we are seeing from the pandemic. Based on our assessments, we have recorded impairment charges on certain of our definite-lived intangible assets which are discussed below.

The length and severity of the impact to live events and our related sponsorship and ticketing businesses is still uncertain. We currently do not anticipate a significant change in activity levels through the remainder of the year. We expect that most global tours will resume and larger venues will reopen in the following 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:


	June 30,		December 31,
	2020		2019
	(in thousands)
Land, buildings and improvements	$	1,236,564	$	1,181,876
Computer equipment and capitalized software	853,184		800,990
Furniture and other equipment	414,911		380,174
Construction in progress	138,648		176,275
	2,643,307		2,539,315
Less accumulated depreciation	1,521,642		1,421,383
	$	1,121,665	$	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 six months ended June 30, 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	37,927		164,884		12		8,695		4,537		—		216,055
Acquisitions—prior year	(228)		—		—		770		—		—		542

Foreign exchange	(16,646)		(11,481)		(5,235)		(2,341)		(860)		4		(36,559)
Other ⁽²⁾	(19,851)		(83,256)		—		(2,962)		(15,901)		(7,823)		(129,793)
Net change	1,202		70,147		(5,223)		4,162		(12,224)		(7,819)		50,245
Accumulated amortization:
Amortization	(46,777)		(40,140)		(8,295)		(8,815)		(14,295)		(3,700)		(122,022)

Foreign exchange	3,124		3,056		590		1,128		660		(15)		8,543
Other ⁽²⁾	19,851		83,255		—		2,962		15,892		7,970		129,930
Net change	(23,802)		46,171		(7,705)		(4,725)		2,257		4,255		16,451
Balance as of June 30, 2020:
Gross carrying amount	701,759		597,637		147,712		153,748		75,114		17,400		1,693,370
Accumulated amortization	(425,824)		(157,190)		(64,121)		(47,424)		(51,963)		(10,011)		(756,533)
Net	$	275,935	$	440,447	$	83,591	$	106,324	$	23,151	$	7,389	$	936,837

______________

⁽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, a festival promotion business and a ticketing business, all 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			1

Venue management and leaseholds			7
Technology			1

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 six months ended June 30, 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 six months ended June 30, 2020, we recorded impairment charges related to definite-lived intangible assets of $12.1 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 six months ended June 30, 2019.

Amortization of definite-lived intangible assets for the three months ended June 30, 2020 and 2019 was $57.8 million and $49.5 million, respectively, and for the six months ended June 30, 2020 and 2019 was $122.0 million and $96.7 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 June 30, 2020:


	(in thousands)
July 1 - December 31, 2020	$	105,854
2021	$	178,684
2022	$	147,862
2023	$	125,121
2024	$	108,185

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

Goodwill

We review goodwill for impairment annually, as of October 1. As such, we completed our annual review in the fourth quarter of 2019 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 the global COVID-19 pandemic, 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 continue to have a material impact on our cash flows during the suspension of operations, we have performed qualitative and sensitivity reviews to assess whether we believed these actions caused the fair value of any of our reporting units to fall below its carrying value. These qualitative and sensitivity reviews included discounted cash flow model sensitivity analyses, and a consideration of the impact from changes in financial forecasts, discount rates and carrying values. The conclusion for all reporting units was that no impairment trigger existed that would require a further quantitative analysis during the six months ended June 30, 2020. We are unable to predict how long the impacts from the global COVID-19 pandemic 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 six months ended June 30, 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	40,488		2,244		—		42,732
Acquisitions—prior year	(6,412)		—		7,165		753


Foreign exchange	(15,363)		(1,062)		(12,917)		(29,342)

Balance as of June 30, 2020:
Goodwill	1,244,770		767,445		435,789		2,448,004
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	$	809,407	$	767,445	$	435,789	$	2,012,641

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.