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

9 Months Ended

Sep. 30, 2020

LONG-LIVED ASSETSWe 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 or a large-scale reduction in the number of events selling tickets, and as a consequence, our ability to be predictive regarding the impact of these circumstances 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:


	September 30,		December 31,
	2020		2019
	(in thousands)
Land, buildings and improvements	$	1,250,692	$	1,181,876
Computer equipment and capitalized software	857,948		800,990
Furniture and other equipment	413,453		380,174
Construction in progress	168,232		176,275
	2,690,325		2,539,315
Less accumulated depreciation	1,583,637		1,421,383
	$	1,106,688	$	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 nine months ended September 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	46,701		164,361		12		8,695		3,624		94		223,487
Acquisitions—prior year	(228)		—		—		93		—		—		(135)

Foreign exchange	(10,140)		(2,302)		(4,924)		(102)		(292)		4		(17,756)
Other (2)	(31,314)		(125,143)		(150)		(7,211)		(17,180)		(7,902)		(188,900)
Net change	5,019		36,916		(5,062)		1,475		(13,848)		(7,804)		16,696
Accumulated amortization:
Amortization	(65,349)		(62,667)		(12,541)		(14,117)		(21,221)		(4,499)		(180,394)

Foreign exchange	(1,578)		662		267		193		177		(18)		(297)
Other (2)	31,300		125,143		151		7,211		17,209		7,926		188,940
Net change	(35,627)		63,138		(12,123)		(6,713)		(3,835)		3,409		8,249
Balance as of September 30, 2020:
Gross carrying amount	705,576		564,406		147,873		151,061		73,490		17,415		1,659,821
Accumulated amortization	(437,649)		(140,223)		(68,539)		(49,412)		(58,055)		(10,857)		(764,735)
Net	$	267,927	$	424,183	$	79,334	$	101,649	$	15,435	$	6,558	$	895,086

______________

(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 ticketing relationships, 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) (1)
Revenue-generating contracts			8
Client/vendor relationships			8
Trademarks and naming rights			1

Venue management and leaseholds			7


All categories			8

______________

(1) The weighted average life of technology intangibles does not include purchased software licenses that are typically amortized over 1 to 3 years.

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 nine months ended September 30, 2020 and

2019, 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 for the 2020 period, 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 nine months ended September 30, 2020 and 2019, we recorded impairment charges related to definite-lived intangible assets of $15.3 million and $19.4 million, respectively, as a component of depreciation and amortization. For both periods, these impairment charges primarily related to intangible assets for revenue-generating contracts and client/vendor relationships in the Concerts segment. See Note 7—Fair Value Measurements for further discussion of the inputs used to determine the fair value.

Amortization of definite-lived intangible assets for the three months ended September 30, 2020 and 2019 was $58.4 million and $69.3 million, respectively, and for the nine months ended September 30, 2020 and 2019 was $180.4 million and $166.0 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 September 30, 2020:


	(in thousands)
October 1 - December 31, 2020	$	50,797
2021	$	178,297
2022	$	150,749
2023	$	128,758
2024	$	110,858

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, mitigate 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 nine months ended September 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 nine months ended September 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	48,516		1,409		—		49,925
Acquisitions—prior year	5,072		—		7,165		12,237


Foreign exchange	(2,799)		2,720		(8,678)		(8,757)

Balance as of September 30, 2020:
Goodwill	1,276,846		770,392		440,028		2,487,266
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	$	841,483	$	770,392	$	440,028	$	2,051,903

Included in the current year acquisitions amounts above are goodwill 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.

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.