filings.toolsItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Live Nation Entertainment, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2023, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| Acquisition of OCESA | |||||
| Description of the Matter | As disclosed in Note 2 to the consolidated financial statements, the Company completed its acquisition of an aggregate 51% interest in OCESA for $431.9 million on December 6, 2021. This transaction was accounted for as a business combination. The preliminary estimates of the fair value of intangible assets were finalized during the measurement period in 2022. The Company allocated the purchase price to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $474 million and resulting goodwill of $372 million. Auditing the Company’s accounting for its acquisition of OCESA was complex due to the significant estimation utilized by management in developing the intangible assets’ valuation models used in the purchase price allocation. The significant assumptions included forecasted earnings and discount rate. These assumptions are forward-looking and could be affected by future economic and market conditions. | ||||
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its accounting for the OCESA acquisition. For example, we tested controls over the valuation of the identified intangible assets and resulting goodwill, including management’s review of the valuation models and significant assumptions used to develop the estimate of fair value of these assets. To test the estimated fair value of the identified intangible assets and resulting goodwill, we performed audit procedures that included, among others, evaluating the Company’s selection of the valuation methodologies, evaluating the significant assumptions used in the valuation calculations, and testing the completeness and accuracy of the underlying data supporting the significant assumptions. We involved our valuation specialists to assist with evaluating the methodology and significant assumptions used by management to determine the fair value estimates. Additionally, we performed sensitivity analyses of the identified significant assumptions and compared them to current industry and market trends, the assumptions used by the Company to value similar assets in other acquisitions, as well as historical results, as applicable. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2005.
Los Angeles, California
February 23, 2023
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands, except share data) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 5,606,457 | $ | 4,884,729 | |||||||
| Accounts receivable, less allowance of $63,294 and $50,491, respectively | 1,465,383 | 1,066,573 | |||||||||
| Prepaid expenses | 949,826 | 654,894 | |||||||||
| Restricted cash | 5,917 | 3,063 | |||||||||
| Other current assets | 131,939 | 74,834 | |||||||||
| Total current assets | 8,159,522 | 6,684,093 | |||||||||
| Property, plant and equipment, net | 1,487,663 | 1,091,929 | |||||||||
| Operating lease assets | 1,571,395 | 1,538,911 | |||||||||
| Intangible assets | |||||||||||
| Definite-lived intangible assets, net | 1,050,622 | 1,026,338 | |||||||||
| Indefinite-lived intangible assets, net | 368,712 | 369,028 | |||||||||
| Goodwill | 2,529,380 | 2,590,869 | |||||||||
| Long-term advances | 568,558 | 552,697 | |||||||||
| Other long-term assets | 724,989 | 548,453 | |||||||||
| Total assets | $ | 16,460,841 | $ | 14,402,318 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable, client accounts | $ | 1,791,025 | $ | 1,532,345 | |||||||
| Accounts payable | 180,076 | 110,623 | |||||||||
| Accrued expenses | 2,368,434 | 1,645,906 | |||||||||
| Deferred revenue | 3,134,800 | 2,774,792 | |||||||||
| Current portion of long-term debt, net | 620,032 | 585,254 | |||||||||
| Current portion of operating lease liabilities | 140,232 | 123,715 | |||||||||
| Other current liabilities | 68,716 | 83,087 | |||||||||
| Total current liabilities | 8,303,315 | 6,855,722 | |||||||||
| Long-term debt, net | 5,283,467 | 5,145,484 | |||||||||
| Long-term operating lease liabilities | 1,654,525 | 1,606,064 | |||||||||
| Other long-term liabilities | 455,971 | 431,581 | |||||||||
| Commitments and contingent liabilities | |||||||||||
| Redeemable noncontrolling interests | 669,766 | 551,921 | |||||||||
| Stockholders' equity | |||||||||||
| Preferred stock—Series A Junior Participating, $0.01 par value; 20,000,000 shares authorized; no shares issued and outstanding | — | — | |||||||||
| Preferred stock, $0.01 par value; 30,000,000 shares authorized; no shares issued and outstanding | — | — | |||||||||
| Common stock, $0.01 par value; 450,000,000 shares authorized; 231,671,647 and 225,082,603 shares issued and 231,263,623 and 224,674,579 shares outstanding in 2022 and 2021, respectively | 2,285 | 2,220 | |||||||||
| Additional paid-in capital | 2,698,316 | 2,897,695 | |||||||||
| Accumulated deficit | (2,971,229) | (3,327,737) | |||||||||
| Cost of shares held in treasury | (6,865) | (6,865) | |||||||||
| Accumulated other comprehensive loss | (90,076) | (147,964) | |||||||||
| Total Live Nation stockholders' equity | (367,569) | (582,651) | |||||||||
| Noncontrolling interests | 461,366 | 394,197 | |||||||||
| Total equity | 93,797 | (188,454) | |||||||||
| Total liabilities and equity | $ | 16,460,841 | $ | 14,402,318 |
See Notes to Consolidated Financial Statements
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year Ended December 31, | ||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| (in thousands except share and per share data) | ||||||||||||||||||||
| Revenue | $ | 16,681,254 | $ | 6,268,447 | $ | 1,861,178 | ||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Direct operating expenses | 12,337,524 | 4,355,989 | 1,402,400 | |||||||||||||||||
| Selling, general and administrative expenses | 2,955,884 | 1,754,822 | 1,524,342 | |||||||||||||||||
| Depreciation and amortization | 449,976 | 416,277 | 485,025 | |||||||||||||||||
| Loss (gain) on disposal of operating assets | (32,082) | (1,211) | 503 | |||||||||||||||||
| Corporate expenses | 237,834 | 160,428 | 102,100 | |||||||||||||||||
| Operating income (loss) | 732,118 | (417,858) | (1,653,192) | |||||||||||||||||
| Interest expense | 278,483 | 282,440 | 226,832 | |||||||||||||||||
| Interest income | (77,620) | (6,625) | (11,737) | |||||||||||||||||
| Equity in losses (earnings) of nonconsolidated affiliates | (10,571) | (2,520) | 5,458 | |||||||||||||||||
| Loss (gain) from sale of investments in nonconsolidated affiliates | (448) | (83,578) | 1,727 | |||||||||||||||||
| Other expense (income), net | 36,827 | 3,692 | (18,807) | |||||||||||||||||
| Income (loss) before income taxes | 505,447 | (611,267) | (1,856,665) | |||||||||||||||||
| Income tax expense (benefit) | 96,254 | (2,481) | (28,875) | |||||||||||||||||
| Net income (loss) | 409,193 | (608,786) | (1,827,790) | |||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | 113,207 | 42,118 | (103,255) | |||||||||||||||||
| Net income (loss) attributable to common stockholders of Live Nation | $ | 295,986 | $ | (650,904) | $ | (1,724,535) | ||||||||||||||
| Basic net income (loss) per common share available to common stockholders of Live Nation | $ | 0.66 | $ | (3.09) | $ | (8.12) | ||||||||||||||
| Diluted net income (loss) per common share available to common stockholders of Live Nation | $ | 0.64 | $ | (3.09) | $ | (8.12) | ||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||
| Basic | 224,809,558 | 217,190,862 | 212,270,944 | |||||||||||||||||
| Diluted | 231,556,866 | 217,190,862 | 212,270,944 | |||||||||||||||||
| Reconciliation to net income (loss) available to common stockholders of Live Nation: | ||||||||||||||||||||
| Net income (loss) attributable to common stockholders of Live Nation | $ | 295,986 | $ | (650,904) | $ | (1,724,535) | ||||||||||||||
| Accretion of redeemable noncontrolling interests | (146,770) | (19,771) | 1,180 | |||||||||||||||||
| Net income (loss) available to common stockholders of Live Nation—basic and diluted | $ | 149,216 | $ | (670,675) | $ | (1,723,355) | ||||||||||||||
See Notes to Consolidated Financial Statements
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Year Ended December 31, | ||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Net income (loss) | $ | 409,193 | $ | (608,786) | $ | (1,827,790) | ||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||
| Unrealized gain (loss) on cash flow hedge | 49,529 | 15,204 | (36,689) | |||||||||||||||||
| Realized loss on cash flow hedge | 312 | 7,825 | 5,102 | |||||||||||||||||
| Foreign currency translation adjustments | 8,047 | 6,016 | 291 | |||||||||||||||||
| Comprehensive income (loss) | 467,081 | (579,741) | (1,859,086) | |||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | 113,207 | 42,118 | (103,255) | |||||||||||||||||
| Comprehensive income (loss) attributable to common stockholders of Live Nation | $ | 353,874 | $ | (621,859) | $ | (1,755,831) |
See Notes to Consolidated Financial Statements
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| 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, 2019 | 211,262,062 | $ | 2,113 | $ | 2,245,619 | $ | (949,334) | $ | (6,865) | $ | (145,713) | $ | 318,134 | $ | 1,463,954 | $ | 449,498 | |||||||||||||||||||||||||||||||||||||||
| Cumulative effect of change in accounting principle | — | — | — | (2,964) | — | — | — | (2,964) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash and stock-based compensation | — | — | 116,899 | — | — | — | — | 116,899 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | 1,382,256 | 14 | (37,876) | — | — | — | — | (37,862) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 1,822,670 | 18 | 20,952 | — | — | — | — | 20,970 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Fair value of convertible debt conversion feature, net of issuance costs | — | — | 33,347 | — | — | — | — | 33,347 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | — | — | — | — | — | — | 54,378 | 54,378 | 23,511 | |||||||||||||||||||||||||||||||||||||||||||||||
| Divestitures | — | — | — | — | — | — | 6 | 6 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of noncontrolling interests | — | — | 14,336 | — | — | — | (3,975) | 10,361 | (129,652) | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales of noncontrolling interests | — | — | (7,667) | — | — | — | 39,406 | 31,739 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interests fair value adjustments | — | — | 1,180 | — | — | — | — | 1,180 | (1,180) | |||||||||||||||||||||||||||||||||||||||||||||||
| Contributions received | — | — | — | — | — | — | 4,668 | 4,668 | 750 | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions | — | — | — | — | — | — | (25,092) | (25,092) | (16,532) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | (2,731) | (2,731) | 2,535 | |||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (1,724,535) | — | — | (46,774) | (1,771,309) | (56,481) | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized loss on cash flow hedge | — | — | — | — | — | (36,689) | — | (36,689) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Realized loss on cash flow hedge | — | — | — | — | — | 5,102 | — | 5,102 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | 291 | — | 291 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2020 | 214,466,988 | 2,145 | 2,386,790 | (2,676,833) | (6,865) | (177,009) | 338,020 | (133,752) | 272,449 | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash and stock-based compensation | — | — | 96,747 | — | — | — | — | 96,747 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | 921,186 | 9 | (27,707) | — | — | — | — | (27,698) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 1,337,301 | 13 | 12,458 | — | — | — | — | 12,471 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common shares | 5,239,259 | 53 | 449,577 | — | — | — | — | 449,630 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | — | — | — | — | — | — | 21,120 | 21,120 | 280,828 | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of noncontrolling interests | — | — | (110) | — | — | — | (2,577) | (2,687) | (1,698) | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales of noncontrolling interests | — | — | (289) | — | — | — | 9,318 | 9,029 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interests fair value adjustments | — | — | (19,771) | — | — | — | — | (19,771) | 19,771 | |||||||||||||||||||||||||||||||||||||||||||||||
| Contributions received | — | — | — | — | — | — | 21,911 | 21,911 | 95 | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions | — | — | — | — | — | — | (41,011) | (41,011) | (11,357) | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | (3,090) | (3,090) | 221 | |||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | (650,904) | — | — | 50,506 | (600,398) | (8,388) | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on cash flow hedge | — | — | — | — | — | 15,204 | — | 15,204 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Realized loss on cash flow hedge | — | — | — | — | — | 7,825 | — | 7,825 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | 6,016 | — | 6,016 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 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 | — | — | 223,136 | — | — | — | — | 223,136 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under stock plans, net of shares withheld for employee taxes | 2,598,569 | 26 | (120,524) | — | — | — | — | (120,498) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 3,934,799 | 39 | 5,883 | — | — | — | — | 5,922 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | — | — | — | — | — | — | 6,846 | 6,846 | 30,532 | |||||||||||||||||||||||||||||||||||||||||||||||
| Divestitures | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of noncontrolling interests | — | — | (64,601) | — | — | — | (7,778) | (72,379) | (5,848) | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales of noncontrolling interests | — | — | — | — | — | — | (336) | (336) | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable noncontrolling interests fair value adjustments | — | — | (147,323) | — | — | — | — | (147,323) | 147,230 | |||||||||||||||||||||||||||||||||||||||||||||||
| Contributions received | — | — | — | — | — | — | 17,400 | 17,400 | 25 | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions | — | — | — | — | — | (79,887) | (79,887) | (20,773) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | 36 | — | — | — | 30,580 | 30,616 | (46,184) | |||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 295,986 | — | — | 100,344 | 396,330 | 12,863 | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gain on cash flow hedge | — | — | — | — | — | 49,529 | — | 49,529 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Realized loss on cash flow hedge | — | — | — | — | — | 312 | — | 312 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | 8,047 | — | 8,047 | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 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 |
See Notes to Consolidated Financial Statements
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||||||||
| Net income (loss) | $ | 409,193 | $ | (608,786) | $ | (1,827,790) | |||||||||||
| Reconciling items: | |||||||||||||||||
| Depreciation | 225,770 | 222,840 | 245,713 | ||||||||||||||
| Amortization | 224,206 | 193,437 | 239,312 | ||||||||||||||
| Amortization of non-recoupable ticketing contract advances | 79,043 | 74,406 | 47,971 | ||||||||||||||
| Deferred income tax benefit | 7,199 | (9,639) | (37,877) | ||||||||||||||
| Amortization of debt issuance costs and discounts | 16,448 | 37,260 | 32,774 | ||||||||||||||
| Provision for uncollectible accounts receivable | 68,612 | (17,826) | 43,076 | ||||||||||||||
| Non-cash compensation expense | 110,049 | 209,337 | 116,889 | ||||||||||||||
| Unrealized changes in fair value of contingent consideration | 56,704 | (6,732) | (24,448) | ||||||||||||||
| Equity in losses earnings of nonconsolidated affiliates, net of distributions | 14,912 | 11,189 | 18,280 | ||||||||||||||
| Loss (gain) on sale of investments in nonconsolidated affiliates | 1,357 | (83,578) | 1,727 | ||||||||||||||
| Other, net | (19,283) | (15,333) | (18,472) | ||||||||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||||||||||||||||
| Decrease (increase) in accounts receivable | (463,977) | (485,211) | 490,588 | ||||||||||||||
| Decrease (increase) in prepaid expenses and other assets | (267,945) | 95,533 | 141,631 | ||||||||||||||
| Increase (decrease) in accounts payable, accrued expenses and other liabilities | 1,002,158 | 1,315,722 | (1,379,461) | ||||||||||||||
| Increase in deferred revenue | 367,617 | 847,949 | 826,699 | ||||||||||||||
| Net cash provided by (used in) operating activities | 1,832,063 | 1,780,568 | (1,083,388) | ||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||||||||
| Advances of notes receivable | (115,992) | (28,899) | (56,957) | ||||||||||||||
| Collections of notes receivable | 20,527 | 23,835 | 80,963 | ||||||||||||||
| Investments made in nonconsolidated affiliates | (91,186) | (110,589) | (11,242) | ||||||||||||||
| Purchases of property, plant and equipment | (347,206) | (152,734) | (213,746) | ||||||||||||||
| Cash paid for acquisitions, net of cash acquired | (257,191) | (384,251) | (41,083) | ||||||||||||||
| Purchases of intangible assets | (6,080) | (7,100) | (8,863) | ||||||||||||||
| Proceeds from sale of investments in nonconsolidated affiliates | 3,863 | 90,432 | 19,003 | ||||||||||||||
| Other, net | 8,574 | 2,344 | 7,863 | ||||||||||||||
| Net cash used in investing activities | (784,691) | (566,962) | (224,062) | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||||||||
| Proceeds from long-term debt, net of debt issuance costs | 122,251 | 903,827 | 1,607,365 | ||||||||||||||
| Payments on long-term debt including extinguishment costs | (45,792) | (109,705) | (30,987) | ||||||||||||||
| Contributions from noncontrolling interests | 15,021 | 22,026 | 5,418 | ||||||||||||||
| Distributions to noncontrolling interests | (100,660) | (52,368) | (41,624) | ||||||||||||||
| Purchases and sales of noncontrolling interests, net | (48,306) | (9,638) | (106,242) | ||||||||||||||
| Proceeds from sale of common stock, net of issuance costs | — | 449,630 | — | ||||||||||||||
| Proceeds from exercise of stock options | 35,775 | 30,618 | 30,647 | ||||||||||||||
| Taxes paid for net share settlement of equity awards | (76,925) | (45,845) | (47,539) | ||||||||||||||
| Payments for deferred and contingent consideration | (44,220) | (17,319) | (66,992) | ||||||||||||||
| Other, net | (484) | 106 | 36 | ||||||||||||||
| Net cash provided by (used in) financing activities | (143,340) | 1,171,332 | 1,350,082 | ||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (179,450) | (43,585) | 29,565 | ||||||||||||||
| Net increase in cash, cash equivalents and restricted cash | 724,582 | 2,341,353 | 72,197 | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 4,887,792 | 2,546,439 | 2,474,242 | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 5,612,374 | $ | 4,887,792 | $ | 2,546,439 | |||||||||||
| SUPPLEMENTAL DISCLOSURE | |||||||||||||||||
| Cash paid during the year for: | |||||||||||||||||
| Interest, net of interest income | $ | 180,878 | $ | 224,402 | $ | 166,403 | |||||||||||
| Income taxes, net of refunds | $ | 43,859 | $ | 15,911 | $ | 26,151 |
See Notes to Consolidated Financial Statements
LIVE NATION ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History
Live Nation was incorporated in Delaware on August 2, 2005 in preparation for the contribution and transfer by Clear Channel Communications, Inc. of substantially all of its entertainment assets and liabilities to us. We completed this separation on December 21, 2005 and became a publicly traded company on the New York Stock Exchange trading under the symbol “LYV.”
On January 25, 2010, we merged with Ticketmaster Entertainment LLC and it became a wholly-owned subsidiary of Live Nation. Effective with the merger, Live Nation, Inc. changed its name to Live Nation Entertainment, Inc.
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 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 owned or 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 promoters’ 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.
Basis of Presentation and Principles of Consolidation
Our consolidated financial statements include all of our accounts, including our majority owned and controlled subsidiaries and VIEs for which we are the primary beneficiary. Intercompany accounts among the consolidated businesses have been eliminated in consolidation. Net income (loss) attributable to noncontrolling interests is reflected in the statements of operations.
Typically, we consolidate entities in which we own more than 50% of the voting common stock and control operations and also VIEs for which we are the primary beneficiary. Investments in nonconsolidated affiliates in which we own more than 20% of the voting common stock or otherwise exercise significant influence over operating and financial policies but not control of the nonconsolidated affiliate are accounted for using the equity method of accounting. Investments in nonconsolidated affiliates in which we own less than 20% of the voting common stock and do not exercise significant influence over operating and financial policies are accounted for at fair value unless the investment does not have a readily determinable fair value in which case the investment is accounted for at cost less any impairment.
All of our cash flow activity reflected on the consolidated statements of cash flows is presented net of any non-cash transactions so the amounts reflected may be different than amounts shown in other places in our consolidated financial statements that are based on accrual accounting and therefore include non-cash amounts. For example, purchases of property, plant and equipment reflected on the consolidated statements of cash flows reflect the amount of cash paid during the year for these purchases and does not include the impact of the changes in accrued expenses related to capital expenditures during the year.
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 December 31, 2022 and 2021, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $514 million and $363 million of assets and $427 million and $276 million of liabilities, respectively, related to VIEs included in our balance sheets. None of our VIEs are significant on an individual basis.
Nonconsolidated Affiliates
In general, nonconsolidated investments in which we own more than 20% of the common stock or otherwise exercise significant influence over an affiliate are accounted for under the equity method. We review the value of equity method investments and record impairment charges in the statements of operations for any decline in value that is determined to be other-than-temporary. If we obtain control of a nonconsolidated affiliate through the purchase of additional ownership interest or changes in the governing agreements, we remeasure our investment to fair value first and then apply the accounting guidance for business combinations. Any gain or loss resulting from the remeasurement to fair value is recorded as a component of other expense (income), net in the statements of operations.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. Our cash and cash equivalents include domestic and foreign bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money market accounts managed by third-party financial institutions. These balances are stated at cost, which approximates fair value.
Restricted cash primarily consists of cash held in escrow accounts to fund capital improvements of certain leased or operated venues. The cash is held in these accounts pursuant to the related lease or operating agreement.
Included in the December 31, 2022 and 2021 cash and cash equivalents balance is $1.5 billion and $1.3 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.
Cash held in interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. To reduce our credit risk, we monitor the credit standing of the financial institutions that hold our cash and cash equivalents; however, these balances could be impacted in the future if the underlying financial institutions fail. To date, we have experienced no loss of or lack of access to our cash or cash equivalents; however, we can provide no assurances that access to our cash and cash equivalents will not be impacted in the future by adverse conditions in the financial markets.
Allowance for Doubtful Accounts
We evaluate the collectability of our accounts receivable based on a combination of factors. Generally, we record reserves based on the amount of cash we expect to receive when an account receivable balance is established. Our reserve estimate is primarily based on our historical accounts receivable write-offs. We adjust the historical reserve estimate applied to current accounts receivable when events or circumstances change, such as changes in current economic conditions or there is a significant deterioration in our accounts receivable aging, indicating that the reserve estimate may be insufficient to cover the expected loss. We generally apply a portfolio approach to all of our accounts receivable based on reporting unit unless there are facts and circumstances that indicate a specific group of customers is at greater risk of nonpayment.
We believe that the credit risk with respect to trade receivables is limited due to the large number and the geographic diversification of our customers.
Prepaid Expenses
The majority of our prepaid expenses relate to event expenses including show advances and deposits and other costs directly related to future concert events. For advances that are expected to be recouped over a period of more than twelve months, the long-term portion of the advance is classified as long-term advances. These prepaid costs are charged to operations upon completion of the related events.
Ticketing contract advances, which can be either recoupable or non-recoupable, represent amounts paid in advance to our clients pursuant to ticketing agreements and are reflected in prepaid expenses or in long-term advances if the amount is expected to be recouped or recognized over a period of more than twelve months. Recoupable ticketing contract advances are generally recoupable against future royalties earned by our clients, based on the contract terms, over the life of the contract. Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives occasionally paid by us to secure the contract with certain clients and are typically amortized over the life of the contract on a straight-line basis.
Artist advances and ticketing contract advances are reviewed for recoverability whenever circumstances change, such as extended delays in an artist’s touring cycle, a decline in an artist’s tour earnings, lack of events on sale for a ticketing client or a decline in a client’s ticket sales, indicating that the advance may not be recoupable over the term of the agreement. We review various factors, including past recoupment amounts, timing of an artist’s last tour, expectations of future tours, ticketing clients’ historical ticket sales and expectations of clients’ future ticket sales, to determine if we believe the advance will recoup as expected. If an advance is not expected to be fully recoupable, a reserve is established to reduce the advance to the amount we expect to recoup. The reserves are recorded as a component of direct operating expenses in our consolidated statements of operations.
Business Combinations
During 2022, 2021 and 2020, we completed several acquisitions that were accounted for as business combinations under the acquisition method of accounting. When we make these acquisitions, we often acquire a controlling interest without buying 100% of the business. These acquisitions and the related results of operations were not significant on either an individual basis or in the aggregate for the years ended December 31, 2022 and 2020. Further information regarding our acquisitions for the year ended December 31, 2021 can be found in Note 2 – Acquisitions.
During 2020, we acquired the remaining redeemable noncontrolling interests of certain subsidiaries and settled certain contingent consideration obligations in exchange for debt obligations totaling $11.8 million which are reflected in current portion of long-term debt, net on our consolidated balance sheets. These non-cash transactions have not been reflected as cash flows from financing activities within our consolidated statements of cash flows. There were no similar material transactions in 2021 and 2022.
We account for our business combinations under the acquisition method of accounting. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Additionally, any contingent consideration is recorded at fair value on the acquisition date and classified as a liability. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interests requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items.
Property, Plant and Equipment
Property, plant and equipment are stated at cost or fair value at the date of acquisition. Depreciation is computed using the straight-line method over their estimated useful lives, which are typically as follows:
Buildings and improvements - 10 to 50 years
Computer equipment and capitalized software - 3 to 10 years
Furniture and other equipment - 3 to 10 years
Leasehold improvements are depreciated over the shorter of the economic life or associated lease term. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for asset renewal and improvements are capitalized. Our depreciation expense is presented as a separate line item, with amortization expense, in the statements of operations. There is no depreciation expense included in direct operating expenses, selling, general and administrative expenses or corporate expenses.
We test for possible impairment of property, plant and equipment whenever events or circumstances change, such as a current period operating cash flow loss combined with a history of, or projections of, operating cash flow losses or a significant adverse change in the manner in which the asset is intended to be used, which could indicate that the carrying amount of the asset may not be recoverable. If indicators exist, we compare the estimated undiscounted future cash flows related to the asset to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded based on the difference between the fair value and the carrying value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. The impairment loss calculations require management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in future cash flows.
Intangible Assets
We classify intangible assets as definite-lived or indefinite-lived. Definite-lived intangibles include revenue-generating contracts, client/vendor relationships, trademarks and naming rights, technology, non-compete agreements, and venue management and leasehold agreements, all of which are amortized either on a straight-line basis over the respective lives of the agreements, typically 3 to 10 years, or on a basis more representative of the time pattern over which the benefit is derived. We periodically review the appropriateness of the amortization periods related to our definite-lived intangible assets. These assets are stated at cost or fair value at the date of acquisition. Indefinite-lived intangibles consist of trade names which are not subject to amortization. Our amortization expense is presented as a separate line item, with depreciation expense, in the statements of operations. There is no amortization expense included in direct operating expenses, selling, general and administrative expenses or corporate expenses.
We test for possible impairment of definite-lived intangible assets whenever events or circumstances change, such as a current period operating cash flow loss combined with a history of, or projections of, operating cash flow losses or a significant adverse change in the manner in which the asset is intended to be used, which could indicate that the carrying amount of the asset may not be recoverable. If indicators exist, we compare the estimated undiscounted future cash flows related to the asset to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded based on the difference between the fair value and the carrying value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. For the years ended December 31, 2022 and 2021, there were no significant impairment charges. For the year ended December 31, 2020, we recorded impairment charges of $23.6 million primarily related to intangible assets for revenue-generating contracts, venue management and leaseholds and client/vendor relationships in the Concerts segment primarily as a result of the expected impacts from the global COVID-19 pandemic where the useful life of the definite-lived intangible asset was expiring within the near term. See Note 7 – Fair Value Measurements for further discussion of the inputs used to determine the fair values.
We test for possible impairment of indefinite-lived intangible assets at least annually. Depending on facts and circumstances, qualitative factors may first be assessed to determine whether the existence of events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. If it is concluded that it is more likely than not impaired, we perform a quantitative impairment test by comparing the fair value with the carrying amount. When specific assets are determined to be impaired, the cost basis of the asset is reduced to reflect the current fair value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. The impairment loss calculations require management to apply judgment in estimating future cash flows, expected future revenue, discount rates and royalty rates that reflect the risk inherent in future cash flows. For the years ended December 31, 2022, 2021 and 2020, there were no significant impairment charges.
Goodwill
We review goodwill for impairment annually, as of October 1, using a two-step process. We also test goodwill for impairment in other periods if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount or when we change our reporting units.
The first step is a qualitative evaluation as to whether it is more likely than not that the fair value of any of our reporting units is less than its carrying value using an assessment of relevant events and circumstances. Examples of such events and circumstances include historical financial performance, industry and market conditions, macroeconomic conditions, reporting unit-specific events, historical results of goodwill impairment testing and the timing of the last performance of a quantitative assessment. We also considered changes in discount rates, market multiples, carrying values and forecast since the last quantitative test. If any reporting units are concluded to be more likely than not impaired, or if that conclusion cannot be determined qualitatively, a second step is performed for that reporting unit utilizing a quantitative approach.
For the years ended December 31, 2022 and 2021, as part of our annual test for impairment, all of our reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis. No impairment charges were recorded for the years ended December 31, 2022, 2021 and 2020.
Leases
We lease office space, many of our concert venues, festival sites and certain equipment. We record a lease asset and liability on our consolidated balance sheets at the inception of the lease or when we take possession of the leased space or equipment, if later, based on the required payments over the term of the lease. We do not recognize a lease asset or liability for leases with an initial term of twelve months or less, including multi-year festival site leases where the sum of the non-consecutive periods of rental time is less than twelve months. Rent expense for these short-term leases is generally recognized on a straight-line basis over the lease term.
Some of our lease agreements contain annual rental escalation clauses, as well as provisions for us to pay the related utilities and maintenance. We have elected to account for the lease components (i.e., fixed payments including rent and parking) and non-lease components (i.e., common-area maintenance costs) as a single lease component.
Many of our lease agreements contain renewal options that can extend the lease for additional terms typically ranging from one to ten years. Renewal options at the discretion of the lessor are included in the lease term while renewal options at our discretion are generally not included in the lease term unless they are reasonably certain to be exercised.
In addition to fixed rental payments, many of our leases contain contingent rental payments based on a percentage of revenue, tickets sold or other variables, while others include periodic adjustments to rental payments 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 recognized as rent expense in the period that the contingency is resolved. Our leases do not contain any material residual value guarantees or restrictive covenants.
We measure our lease assets and liabilities using an incremental borrowing rate which varies from lease to lease depending on geographical location and length of the lease.
Accounts Payable, Client Accounts
Accounts payable, client accounts consists of contractual amounts due to our ticketing clients which includes the face value of tickets sold and the clients’ share of service charges.
Income Taxes
We account for income taxes using the liability method which results in deferred tax assets and liabilities based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if we believe it is more likely than not that some portion of or the entire asset will not be realized. As almost all earnings from our continuing foreign operations are permanently reinvested and not distributed, our income tax provision does not include additional United States state and foreign withholding or transaction taxes on those foreign earnings that would be incurred if they were distributed. It is not practicable to determine the amount of state and foreign income taxes, if any, that might become due in the event that any remaining available cash associated with these earnings were distributed.
The FASB guidance for income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement.
We have established a policy of including interest related to tax loss contingencies in income tax expense (benefit) in the statements of operations.
The Tax Cuts and Jobs Act (“TCJA”) enacted in December 2017 subjects a United States corporation to tax on its Global Intangible Low-Taxed Income (“GILTI”). We have established a policy of treating the taxes due on future GILTI inclusions in United States taxable income as a current-period expense when incurred.
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.
Revenue Recognition
Revenue from the promotion or production of an event in our Concerts segment is recognized when the show occurs. Consideration collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorship agreements, which is not related to a single event, is classified as deferred revenue and recognized over the term of the agreement or operating season as the benefits are provided to the sponsor.
Revenue from our ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold in either the primary or secondary markets. For primary tickets sold to our concert and festival events, where our concert promoters control ticketing, the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs and these service charges are shared between our Ticketing and Concerts segments. For primary tickets sold for events of third-party clients and secondary market sales, the revenue is recognized at the time of the sale and is recorded by our Ticketing segment. Amortization of nonrecoupable ticketing contract advances is recorded as a reduction to revenue.
We account for taxes that are externally imposed on revenue producing transactions on a net basis.
Gross versus Net Revenue Recognition
We report revenue on a gross or net basis based on management’s assessment of whether we act as a principal or agent in the transaction. To the extent we act as the principal, revenue is reported on a gross basis. The determination of whether we act as a principal or an agent in a transaction is based on an evaluation of whether we have control of the good or service before it is transferred to the customer. Our Ticketing segment’s revenue, which primarily consists of service fees from its ticketing operations, is recorded net of the face value of the ticket as we generally act as an agent in these transactions.
Business Interruption Insurance Recovery
We record revenue or offset expense for covered business interruptions in the period we determine it is probable we will be compensated for the costs incurred or the applicable contingencies with the insurance company are resolved for lost revenue. This may result in business interruption insurance recoveries being recorded in a period subsequent to the period we experience lost revenue and/or incurred the expenses from a covered event that are being reimbursed. For the years ended December 31, 2022, 2021 and 2020, we recorded business interruption insurance recoveries of $38.8 million, $97.2 million and $125.7 million, respectively. The recoveries were for a variety of claims and primarily recorded as revenue.
Foreign Currency
Results of operations for foreign subsidiaries and foreign equity investees are translated into United States dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into United States dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders’ equity in AOCI. Foreign currency transaction gains and losses are included in the statements of operations and include the impact of revaluation of certain foreign currency denominated net assets or liabilities held internationally. For the year ended December 31, 2022 and 2021, we recorded net foreign currency transaction losses of $55.8 million and $20.6 million, respectively. For the year ended December 31, 2020, we recorded net foreign currency transaction gains of $9.0 million.
Advertising Expense
We record advertising expense in the year that it is incurred. Throughout the year, general advertising expenses are recognized as they are incurred, but event-related advertising for concerts is recognized once the show occurs. If an event is rescheduled into the following year, the advertising costs are expensed in the period the event is rescheduled. However, all advertising costs incurred during the year and not previously recognized are expensed at the end of the year. Advertising expenses of $588.0 million, $260.8 million and $103.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, were recorded as a component of direct operating expenses. Advertising expenses of $32.0 million, $18.1 million and $14.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, were recorded as a component of selling, general and administrative expenses.
Direct Operating Expenses
Direct operating expenses include artist fees, show-related marketing and advertising expenses, rent expense for events in third-party venues, credit card fees, telecommunication and data communication costs associated with our call centers, commissions paid on tickets distributed through independent sales outlets away from the box office, and salaries and wages related to seasonal employees at our venues along with other costs, including ticket stock and shipping. These costs are primarily variable in nature.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include salaries and other compensation costs related to full-time employees, fixed rent, travel and entertainment, legal expenses and consulting along with other costs.
Non-cash and Stock-based Compensation
We follow the fair value recognition provisions in the FASB guidance for stock compensation. Stock-based compensation expense includes compensation expense for all share-based payments using the estimated grant date fair value. Stock-based compensation expense is adjusted for forfeitures as they occur.
The fair value for options in Live Nation stock is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of the options is amortized to expense on a straight-line basis over the options’ vesting period. We use an expected volatility based on an even weighting of our own traded options and historical volatility. We use a weighted-average expected life based on historical experience calculated with the assistance of outside consultants. The risk-free rate for periods within the expected life of the option is based on the United States Treasury note rate.
The fair value of restricted stock awards and deferred stock awards, which is generally the stock price on the date of grant, is amortized to expense on a straight-line basis over the vesting period except for restricted stock awards and deferred stock awards with minimum performance or market targets as their vesting condition. The performance-based awards are amortized to expense on a graded basis over the vesting period to the extent that it is probable that the performance criteria will be met. Market-based award fair values are estimated using a Monte Carlo simulation model and are then amortized to expense on a graded basis over the derived service period, which is estimated as the median weighted average vesting period from the Monte Carlo simulation models. However, unlike awards with a service or performance condition, the expense for market-based awards will not be reversed solely because the market condition is not satisfied.
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.
Reclassifications
Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have any effect on our financial condition or results of operations as previously reported.
Accounting Pronouncements Adopted
In August 2020, the FASB issued accounting standards update (“ASU 2020-06”) that simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. The new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments. As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. We adopted this guidance on January 1, 2022, using the modified retrospective method and recorded a cumulative-effect adjustment of $60.5 million as a reduction to accumulated deficit in the consolidated balance sheets. The impact of adoption also resulted in a reduction of additional paid-in capital of $96.0 million and increases in current portion of long-term debt, net and long-term debt, net of $14.7 million and $20.8 million, respectively, as a result of reversal of the separation of the convertible debt between debt and equity. The adoption did not have a material effect on our consolidated statements of operations or consolidated statements of cash flows.
NOTE 2—ACQUISITIONS
During 2022, we completed various acquisitions for total consideration, net of cash acquired, of $315.0 million. For certain acquisitions totaling $249.9 million, the fair value of the assets acquired represented substantially all the consideration transferred, and as such we accounted for the acquisitions as an asset acquisition. All acquisitions were not material on an individual basis or in aggregate for the year ended December 31, 2022.
During 2021, we completed the acquisition of an aggregate 51% interest in OCESA. This acquisition was accounted for as a business combination under the acquisition method of accounting. With the exception of OCESA, all other acquisitions were not material on an individual basis or in the aggregate for the years ended December 31, 2021.
OCESA Acquisition
Description of Transaction
On December 6, 2021, we completed our acquisition of an aggregate 51% of the capital stock of OCESA (the “Acquisition”) for $431.9 million, subject to certain adjustments. OCESA is one of the most prominent live event businesses globally with a robust business portfolio in ticketing, sponsorship, concession, merchandise, and venue operation across Mexico and Latin America. We completed our purchase price accounting during the three-month period ending December 31, 2022.
Recording of Assets Acquired and Liabilities Assumed
The following table summarizes the final acquisition-date fair value of the identifiable assets acquired, liabilities assumed and noncontrolling interests including goodwill:
| Initial Allocation (1) | Adjustments (2) | Final Allocation | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Fair value of consideration transferred | $ | 431,943 | $ | — | $ | 431,943 | |||||||||||
| Adjustments for working capital | — | 2,269 | 2,269 | ||||||||||||||
| Fair value of redeemable noncontrolling interests | 280,000 | — | 280,000 | ||||||||||||||
| Fair value of noncontrolling interests | 7,000 | (3,000) | 4,000 | ||||||||||||||
| Fair value of pre-existing investment in nonconsolidated affiliates | 50,000 | 16,660 | 66,660 | ||||||||||||||
| Less: recognized amounts of identifiable assets acquired and liabilities assumed | |||||||||||||||||
| Cash and cash equivalents | 113,014 | (7,896) | 105,118 | ||||||||||||||
| Accounts receivable | 89,844 | (18,497) | 71,347 | ||||||||||||||
| Prepaid expenses | 33,070 | (7,178) | 25,892 | ||||||||||||||
| Other current assets | 658 | 7,168 | 7,826 | ||||||||||||||
| Property, plant and equipment | 25,318 | (97) | 25,221 | ||||||||||||||
| Operating lease assets | 67,142 | 51 | 67,193 | ||||||||||||||
| Intangible assets | 340,000 | 134,000 | 474,000 | ||||||||||||||
| Investments in nonconsolidated affiliates | 30,000 | — | 30,000 | ||||||||||||||
| Other long-term assets | 36,525 | — | 36,525 | ||||||||||||||
| Accounts payable, client accounts | (13,344) | 13,019 | (325) | ||||||||||||||
| Accounts payable | (12,584) | 18 | (12,566) | ||||||||||||||
| Accrued expenses | (69,583) | 8,514 | (61,069) | ||||||||||||||
| Deferred revenue | (144,557) | 8,401 | (136,156) | ||||||||||||||
| Current portion of operating lease liabilities | (9,209) | (1) | (9,210) | ||||||||||||||
| Long-term operating lease liabilities | (57,984) | — | (57,984) | ||||||||||||||
| Long-term deferred income taxes | (102,279) | (40,200) | (142,479) | ||||||||||||||
| Other long-term liabilities | — | (10,334) | (10,334) | ||||||||||||||
| Goodwill | $ | 442,912 | $ | (71,039) | $ | 371,873 |
(1) As reported in our 2021 Annual Report on Form 10-K.
(2) The adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed. The fair value adjustments made to the initial allocation did not result in significant changes to the amortization expense recorded for the years ended December 31, 2022 and 2021.
Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Acquisition consists largely of new opportunities expected from combining the operations of Live Nation and OCESA. The anticipated synergies primarily relate to increased effectiveness of promotion, venue and festivals as well as ticketing and sponsorship opportunities. Of the total amount of goodwill recognized in connection with the Acquisition, none will be deductible for tax purposes. Goodwill of $195.5 million and $176.4 million has been allocated to the Ticketing and Sponsorship & Advertising segments, respectively, as a result of the Acquisition.
Below is a summary of the methodologies and significant assumptions used in estimating the fair value of intangible assets and noncontrolling interests.
Intangible assets — the fair value of the acquired intangible assets was evaluated using commonly used valuation techniques. In estimating the fair value of the acquired intangible assets, we utilized the valuation methodology determined to be most appropriate for the individual intangible asset being valued. The acquired definite-lived intangible assets include the following:
| Fair Value | Useful Lives (1) | |||||||
| (in thousands) | (years) | |||||||
| Client/vendor relationships | $ | 90,000 | 10 | |||||
| Revenue-generating contracts | 325,000 | 10 | ||||||
| Venue management and leaseholds | 14,000 | 10 | ||||||
| Trademarks and naming rights | 45,000 | 10 | ||||||
| Total acquired intangible assets | $ | 474,000 |
(1) Determination of the estimated useful lives of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives is recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows.
Some of the more significant estimates and assumptions inherent in determining the fair value of the identifiable intangible assets are associated with forecasting cash flows and profitability. The primary assumptions used were generally based upon the present value of anticipated cash flows discounted at rates ranging from 12% to 13%. Estimated years of projected earnings generally follow the range of estimated remaining useful lives for each intangible asset class.
Noncontrolling interests — The fair value of the redeemable noncontrolling interests and noncontrolling interests of $280.0 million and $4.0 million, respectively, were estimated by applying the market approach. The fair value estimates are based on fair value of consideration transferred, adjustment of 20% to account for acquisition premium and adjustments of 10% to 20% to account for lack of marketability that market participants would consider when estimating the fair value of the individual noncontrolling interests.
We incurred a cumulative total of $13.3 million of acquisition transaction expenses relating to the Acquisition, of which $1.0 million, $9.0 million and $1.1 million are included in selling, general and administrative expenses within our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively.
NOTE 3—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 consisted of the following:
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Land, buildings and improvements | $ | 1,648,488 | $ | 1,324,278 | |||||||
| Computer equipment and capitalized software | 910,793 | 910,581 | |||||||||
| Furniture and other equipment | 535,719 | 411,403 | |||||||||
| Construction in progress | 244,618 | 173,865 | |||||||||
| 3,339,618 | 2,820,127 | ||||||||||
| Less: accumulated depreciation | 1,851,955 | 1,728,198 | |||||||||
| $ | 1,487,663 | $ | 1,091,929 |
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 years ended December 31, 2022 and 2021:
| Client / vendor relationships | Revenue- generating contracts | Venue management & leaseholds | Trademarks and naming rights | Technology | Other (1) | Total | |||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross carrying amount | $ | 496,074 | $ | 578,664 | $ | 147,956 | $ | 150,344 | $ | 72,283 | $ | 17,413 | $ | 1,462,734 | |||||||||||||||||||||||||||||||||||||||
| Accumulated amortization | (146,397) | (277,710) | (51,924) | (73,604) | (45,799) | (11,700) | (607,134) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net | 349,677 | 300,954 | 96,032 | 76,740 | 26,484 | 5,713 | 855,600 | ||||||||||||||||||||||||||||||||||||||||||||||
| Gross carrying amount: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions—current year | 117,817 | 93,102 | 107,000 | 41,033 | 10,419 | 2,650 | 372,021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions—prior year | 5,558 | — | — | — | — | — | 5,558 | ||||||||||||||||||||||||||||||||||||||||||||||
| Dispositions | — | (1,932) | — | — | — | — | (1,932) | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange | (5,922) | (13,430) | (2,146) | (1,689) | 160 | 4 | (23,023) | ||||||||||||||||||||||||||||||||||||||||||||||
| Other (2) | (36,597) | (63,146) | (19,954) | (8,823) | (45,527) | (9,653) | (183,700) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net change | 80,856 | 14,594 | 84,900 | 30,521 | (34,948) | (6,999) | 168,924 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated amortization: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | (72,066) | (67,918) | (15,599) | (14,944) | (18,758) | (4,152) | (193,437) | ||||||||||||||||||||||||||||||||||||||||||||||
| Dispositions | — | 751 | — | — | — | — | 751 | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange | 3,141 | 5,779 | 622 | 554 | (190) | (1) | 9,905 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other (2) | 36,597 | 63,189 | 19,972 | 8,645 | 46,372 | 9,820 | 184,595 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net change | (32,328) | 1,801 | 4,995 | (5,745) | 27,424 | 5,667 | 1,814 | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross carrying amount | 576,930 | 593,258 | 232,856 | 180,865 | 37,335 | 10,414 | 1,631,658 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated amortization | (178,725) | (275,909) | (46,929) | (79,349) | (18,375) | (6,033) | (605,320) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net | 398,205 | 317,349 | 185,927 | 101,516 | 18,960 | 4,381 | 1,026,338 | ||||||||||||||||||||||||||||||||||||||||||||||
| Gross carrying amount: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions—current year | 46,432 | 32,919 | 11,562 | — | — | — | 90,913 | ||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions—prior year | (7,435) | 255,086 | (92,290) | 7,007 | — | 318 | 162,686 | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange | (12,923) | (9,308) | (3,491) | 685 | 53 | (2,417) | (27,401) | ||||||||||||||||||||||||||||||||||||||||||||||
| Other (2) | (39,794) | (47,170) | (615) | 39 | (7,486) | (2,481) | (97,507) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net change | (13,720) | 231,527 | (84,834) | 7,731 | (7,433) | (4,580) | 128,691 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated amortization: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | (75,369) | (93,290) | (14,277) | (18,382) | (10,316) | (5,218) | (216,852) | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange | 4,402 | 5,561 | 1,783 | 335 | (3) | 181 | 12,259 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other (2) | 40,174 | 47,057 | 835 | (535) | 8,309 | 4,346 | 100,186 | ||||||||||||||||||||||||||||||||||||||||||||||
| Net change | (30,793) | (40,672) | (11,659) | (18,582) | (2,010) | (691) | (104,407) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross carrying amount | 563,210 | 824,785 | 148,022 | 188,596 | 29,902 | 5,834 | 1,760,349 | ||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated amortization | (209,518) | (316,581) | (58,588) | (97,931) | (20,385) | (6,724) | (709,727) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net | $ | 353,692 | $ | 508,204 | $ | 89,434 | $ | 90,665 | $ | 9,517 | $ | (890) | $ | 1,050,622 |
(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 for 2022 are definite-lived intangible assets primarily associated with the acquisitions of a concert promotion business located in Germany, a ticketing business located in Thailand as well as a concert promotion business, a sports management business and a venue management business, which are all located in the United States.
Included in the current year acquisition amounts above for 2021 and prior year acquisition amounts for 2022 are definite-lived intangible assets primarily associated with the acquisition of OCESA. Information regarding the estimated fair value of the acquired OCESA intangible assets can be found in Note 2 – Acquisitions.
The additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:
| Weighted-Average Life (1) | |||||||||||
| 2022 | 2021 | ||||||||||
| (in years) | |||||||||||
| Revenue-generating contracts | 5 | 10 | |||||||||
| Client/vendor relationships | 4 | 9 | |||||||||
| Trademarks and naming rights | 0 | 10 | |||||||||
| Technology (1) | 0 | 0 | |||||||||
| Venue management and leaseholds | 26 | 10 | |||||||||
| Other | 0 | 2 | |||||||||
| All categories | 7 | 10 |
(1) The weighted average life of technology intangibles does not include purchased software licenses that are typically amortized over 1 to 3 years.
Amortization of definite-lived intangible assets for the years ended December 31, 2022, 2021 and 2020 was $216.9 million, $193.4 million and $239.3 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 December 31, 2022:
| (in thousands) | |||||
| 2023 | $ | 391,820 | |||
| 2024 | $ | 156,806 | |||
| 2025 | $ | 125,218 | |||
| 2026 | $ | 100,895 | |||
| 2027 | $ | 75,772 |
As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization expense may vary.
Indefinite-lived Intangibles
We have indefinite-lived intangible assets which consist of trade names. These indefinite-lived intangible assets had a carrying value of $368.7 million and $369.0 million as of December 31, 2022 and 2021, respectively.
Goodwill
The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the years ended December 31, 2022 and 2021:
| Concerts | Ticketing | Sponsorship & Advertising | Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Balance as of December 31, 2020: | |||||||||||||||||||||||
| Goodwill | $ | 1,318,273 | $ | 782,559 | $ | 463,734 | $ | 2,564,566 | |||||||||||||||
| Accumulated impairment losses | (435,363) | — | — | (435,363) | |||||||||||||||||||
| Net | 882,910 | 782,559 | 463,734 | 2,129,203 | |||||||||||||||||||
| Acquisitions—current year | 84,592 | 157,519 | 248,295 | 490,406 | |||||||||||||||||||
| Acquisitions—prior year | (1,275) | (3,888) | 418 | (4,745) | |||||||||||||||||||
| Dispositions | (150) | — | — | (150) | |||||||||||||||||||
| Foreign exchange | (10,989) | (6,126) | (6,730) | (23,845) | |||||||||||||||||||
| Balance as of December 31, 2021: | |||||||||||||||||||||||
| Goodwill | 1,390,451 | 930,064 | 705,717 | 3,026,232 | |||||||||||||||||||
| Accumulated impairment losses | (435,363) | — | — | (435,363) | |||||||||||||||||||
| Net | 955,088 | 930,064 | 705,717 | 2,590,869 | |||||||||||||||||||
| Acquisitions—current year | 37,386 | 6,045 | — | 43,431 | |||||||||||||||||||
| Acquisitions—prior year | (76,858) | 72,420 | (85,168) | (89,606) | |||||||||||||||||||
| Dispositions | (1,792) | — | — | (1,792) | |||||||||||||||||||
| Foreign exchange | 239 | (28,787) | 15,026 | (13,522) | |||||||||||||||||||
| 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 |
Included in the current year acquisitions amounts above for 2022 are goodwill primarily associated with the acquisitions of a concert promotion business located in Germany and a concert promotion business located in the United States.
Included in the current year acquisitions amounts above for 2021 and prior year acquisitions for 2022 are goodwill primarily associated with the acquisition of OCESA. See Note 2 – Acquisitions for further discussion.
We are in various stages of finalizing our acquisition accounting for recent acquisitions, which 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 the allocation between segments.
Investments in Nonconsolidated Affiliates
During the year ended December 31, 2022, there were no significant sales of investments in nonconsolidated affiliates. During the year ended December 31, 2021, we sold certain investments in nonconsolidated affiliates for $110.2 million in cash and noncash consideration resulting in a gain on sale of investments in nonconsolidated affiliates of $83.6 million.
We entered into certain agreements whereby we received equity in the counterparty to those agreements primarily in exchange for providing sponsorship and marketing programs and support. We recognized $7.5 million and $25.0 million of noncash additions to investments in nonconsolidated affiliates for the years ended December 31, 2022 and 2021, respectively, which are included in other long term assets on our consolidated balance sheets associated with these agreements.
NOTE 4—LEASES
The significant components of operating lease expense are as follows:
| Year Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| (in thousands) | ||||||||
| Operating lease cost | $ | 258,115 | $ | 241,012 | ||||
| Variable and short-term lease cost | 164,613 | 92,863 | ||||||
| Sublease income | (5,678) | (6,014) | ||||||
| Net lease cost | $ | 417,050 | $ | 327,861 |
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. Our variable and short-term lease cost has increased during the year ended December 31, 2022 as compared to the previous year due to the resumption of concert events and festivals in the second half of 2021.
Supplemental cash flow information for our operating leases is as follows:
| Year Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| (in thousands) | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | 229,669 | $ | 189,205 | ||||
| Lease assets obtained in exchange for lease obligations, net of terminations | $ | 251,576 | $ | 251,401 |
Future maturities of our operating lease liabilities at December 31, 2022 are as follows:
| (in thousands) | |||||
| 2023 | $ | 252,300 | |||
| 2024 | 234,809 | ||||
| 2025 | 222,470 | ||||
| 2026 | 212,098 | ||||
| 2027 | 201,147 | ||||
| Thereafter | 1,555,401 | ||||
| Total lease payments | 2,678,225 | ||||
| Less: Interest | 883,468 | ||||
| Present value of lease liabilities | $ | 1,794,757 |
The weighted average remaining lease term and weighted average discount rate for our operating leases are as follows:
| Year Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Weighted average remaining lease term (in years) | 13.6 | 13.2 | ||||||
| Weighted average discount rate | 6.00 | % | 6.10 | % |
As of December 31, 2022, we have additional operating leases that have not yet commenced with total lease payments of $210.5 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from February 2023 to June 2030 with lease terms ranging from 2 to 40 years.
NOTE 5—LONG-TERM DEBT
Long-term debt, which includes finance leases, consisted of the following:
| December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Senior Secured Credit Facility: | |||||||||||||||||||||||
| Term loan A | $ | 382,500 | $ | 395,000 | |||||||||||||||||||
| Term loan B | 845,644 | 854,385 | |||||||||||||||||||||
| 6.5% Senior Secured Notes due 2027 | 1,200,000 | 1,200,000 | |||||||||||||||||||||
| 3.75% Senior Secured Notes due 2028 | 500,000 | 500,000 | |||||||||||||||||||||
| 4.75% Senior Notes due 2027 | 950,000 | 950,000 | |||||||||||||||||||||
| 4.875% Senior Notes due 2024 | 575,000 | 575,000 | |||||||||||||||||||||
| 5.625% Senior Notes due 2026 | 300,000 | 300,000 | |||||||||||||||||||||
| 2.5% Convertible Senior Notes due 2023 | 550,000 | 550,000 | |||||||||||||||||||||
| 2.0% Convertible Senior Notes due 2025 | 400,000 | 400,000 | |||||||||||||||||||||
| Other long-term debt | 252,199 | 105,890 | |||||||||||||||||||||
| Total principal amount | 5,955,343 | 5,830,275 | |||||||||||||||||||||
| Less: unamortized discounts and debt issuance costs | (51,844) | (99,537) | |||||||||||||||||||||
| Total long-term debt, net of unamortized discounts and debt issuance costs | 5,903,499 | 5,730,738 | |||||||||||||||||||||
| Less: current portion | 620,032 | 585,254 | |||||||||||||||||||||
| Total long-term debt, net | $ | 5,283,467 | $ | 5,145,484 |
Future maturities of long-term debt at December 31, 2022 are as follows:
| (in thousands) | |||||
| 2023 | $ | 620,032 | |||
| 2024 | 1,472,027 | ||||
| 2025 | 42,446 | ||||
| 2026 | 1,122,495 | ||||
| 2027 | 2,154,773 | ||||
| Thereafter | 543,570 | ||||
| Total | $ | 5,955,343 |
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 7 – Fair Value Measurements for discussion of the fair value measurement of our long-term debt.
Amended Senior Secured Credit Facility
In April and July 2020, we amended our senior secured credit facility and now have (i) a $400 million term loan A facility, (ii) a $950 million term loan B facility, (iii) a $500 million revolving credit facility and (iv) a $130 million incremental revolving credit facility. In addition, subject to certain conditions, we have the right to increase such facilities by an amount equal to the sum of (x) $425 million during the Restricted Period and $855 million after the Restricted Period, (y) the aggregate principal amount of voluntary prepayments of the term loan A and term loan B and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) except during the Restricted Period, additional amounts so long as the senior secured leverage ratio calculated on a pro-forma basis (as defined in the agreement) is no greater than 3.75x. The combined revolving credit facilities provide for borrowings up to $630 million with sublimits of up to (i) $150 million for the issuance of letters of credit, (ii) $50 million for swingline loans, (iii) $300 million for borrowings in Dollars, Euros or British Pounds and (iv) $100 million for borrowings in those or one or more other approved currencies. The amended senior secured credit facility is secured by a first priority lien on substantially all of the tangible and intangible personal property of LNE and LNE’s domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65% of each class of capital stock of any first-tier foreign subsidiaries, subject to certain exceptions.
The interest rates per annum applicable to revolving credit facility loans and the term loan A under the amended senior secured credit facility are, at our option, equal to either Eurodollar plus 2.25% or a base rate plus 1.25%. The interest rates per annum applicable to the term loan B are, at our option, equal to either Eurodollar plus 1.75% or a base rate plus 0.75%. The interest rates per annum applicable to the incremental revolving credit facility are, at our option, equal to either Eurodollar plus 2.5% or a base rate plus 1.5%. We are required to pay a commitment fee of 0.5% per year on the undrawn portion available under the revolving credit facility and delayed draw term loan A, 1.75% per year on the undrawn portion available under the incremental revolving credit facility and variable fees on outstanding letters of credit.
For the term loan A, we are required to make quarterly payments increasing over time from $2.5 million to $5.0 million with the balance due at maturity in October 2024. For the term loan B, we are required to make quarterly payments of $2.4 million with the balance due at maturity in October 2026. Both the existing and incremental revolving credit facilities mature in October 2024. We are also required to make mandatory prepayments of the loans under the amended credit agreement, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.
There were no borrowings under the revolving credit facilities as of December 31, 2022. Based on our outstanding letters of credit of $51.3 million, $578.7 million was available for future borrowings from our revolving credit facilities.
Subsequent to December 31, 2022, we amended our senior secured credit facility. Refer to Note 16 – Subsequent Events for further details.
6.5% Senior Secured Notes Due 2027
In May 2020, we issued $1.2 billion principal amount of 6.5% senior secured notes due 2027. Interest on the notes is payable semi-annually in cash in arrears on May 15 and November 15 of each year and the notes will mature on May 15, 2027. We may redeem some or all of the notes, at any time prior to May 15, 2023, at a price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a “make-whole” premium. We may redeem up to 35% of the aggregate principal amount of the notes from the proceeds of certain equity offerings prior to May 15, 2023, at a price equal to 106.5% of the aggregate principal amount, plus accrued and unpaid interest thereon, if any, to the date of redemption. In addition, on or after May 15, 2023 we may redeem some or all of the notes at any time at redemption prices starting at 104.875% of their principal amount, plus any accrued and unpaid interest to the date of redemption. We must make an offer to redeem the notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control. The notes are secured by a first priority lien on substantially all of the tangible and intangible personal property of LNE and LNE’s domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65% of each class of capital stock of any first-tier foreign subsidiaries, subject to certain exceptions.
3.75% Senior Secured Notes due 2028
In January 2021, we issued $500 million principal amount of 3.75% senior secured notes due 2028. Interest on the notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year and began on July 15, 2021, and the notes will mature on January 15, 2028. We may redeem some or all of the notes, at any time prior to January 15, 2024, at a price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium. We may redeem up to 35% of the aggregate principal amount of the notes from the proceeds of certain equity offerings prior to January 15, 2024, at a price equal to 103.75% of the aggregate principal amount, plus accrued and unpaid interest thereon to the date of redemption. In addition, on or after January 15, 2024 we may redeem some or all of the notes at any time at redemption prices specified in the notes indenture, plus any accrued and unpaid interest to the date of redemption.
We must make an offer to redeem the notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control. The notes are secured by a first priority lien on substantially all of the tangible and intangible personal property of LNE and LNE’s domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries.
4.75% Senior Notes Due 2027
At December 31, 2022, we had $950 million principal amount of 4.75% senior notes due 2027. Interest on the notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year, and will mature on October 15, 2027. We may redeem some or all of the notes, at any time prior to October 15, 2022, at a price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium. We may redeem up to 35% of the aggregate principal amount of the notes from the proceeds of certain equity offerings prior to October 15, 2022, at a price equal to 104.750% of the aggregate principal amount, plus accrued and unpaid interest thereon, if any, to the date of redemption. In addition, on or after October 15, 2022, we may redeem some or all of the notes at any time at redemption prices starting at 103.563% of their principal amount, plus any accrued and unpaid interest to the date of redemption. We must make an offer to redeem the notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.
4.875% Senior Notes Due 2024
At December 31, 2022, we had $575 million principal amount of 4.875% senior notes due 2024. Interest on the notes is payable semiannually in cash in arrears on May 1 and November 1 of each year, and the notes will mature on November 1, 2024. In addition, on or after November 1, 2019, we may redeem some or all of the notes at any time at redemption prices starting at 103.656% of their principal amount, plus any accrued and unpaid interest to the date of redemption. We must make an offer to redeem the notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.
5.625% Senior Notes Due 2026
At December 31, 2022, we had $300 million principal amount of 5.625% senior notes due 2026. Interest on the notes is payable semiannually in cash in arrears on March 15 and September 15 of each year, and the notes will mature on March 15, 2026. We may redeem some or all of the notes at any time prior to March 15, 2021 at a price equal to 100% of the principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium. We may redeem up to 35% of the aggregate principal amount of the notes from proceeds of certain equity offerings prior to March 15, 2021, at a price equal to 105.625% of the aggregate principal amount being redeemed, plus any accrued and unpaid interest thereon to the date of redemption. In addition, on or after March 15, 2021, we may redeem some or all of the notes at any time at redemption prices that start at 104.219% of their principal amount, plus any accrued and unpaid interest to the date of redemption. We must make an offer to redeem the notes at 101% of their aggregate principal amount, plus any accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.
2.5% Convertible Senior Notes Due 2023
At December 31, 2022, we had $550 million principal amount of 2.5% convertible senior notes due 2023. The notes pay interest semiannually in arrears on March 15 and September 15 of each year, at a rate of 2.5% per annum. The notes will mature on March 15, 2023, and may not be redeemed by us prior to the maturity date. The notes will be convertible, under certain circumstances, until December 15, 2022, and on or after such date without condition, at an initial conversion rate of 14.7005 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 54.4% conversion premium based on the last reported sale price for our common stock of $44.05 on March 19, 2018 prior to issuing the debt. Upon conversion, the notes may be settled in shares of common stock or, at our election, cash or a combination of cash and shares of common stock. Assuming we fully settled the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 8.1 million.
If we experience a fundamental change, as defined in the indenture governing the notes, the holders of the notes 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 any accrued and unpaid interest.
The carrying amount of the equity component of the notes is $64.0 million, which is treated as a debt discount and the principal amount of the liability component (face value of the notes) is $550 million. As of December 31, 2022, the debt discount balance was fully amortized and the value of the notes, if converted and fully settled in shares, exceeds the principal amount of the notes by $13.9 million. As of December 31, 2022, the effective interest rate on the liability component of the notes was 5.7%. Subsequent to December 31, 2022, we repurchased $440.0 million of the principal amount of the 2.5% convertible senior notes due 2023. Refer to Note 16 – Subsequent Events for further details.
2.0% Convertible Senior Notes Due 2025
In February 2020, we issued $400 million principal amount of 2.0% convertible senior notes due 2025. Interest on the notes is payable semiannually in arrears on February 15 and August 15, at a rate of 2.0% per annum. The notes will mature on February 15, 2025. The notes will be convertible, under certain circumstances, until November 15, 2024, and on or after such date without condition, at an initial conversion rate of 9.4469 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50.0% conversion premium based on the last reported sale price for our common stock of $70.57 on January 29, 2020 prior to issuing the notes. Upon conversion, the notes may be settled in shares of common stock or, at our election, cash or a combination of cash and shares of common stock. Assuming we fully settled the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 3.8 million.
We may redeem for cash all or a portion of the notes, at our option, on or after February 21, 2023 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 notes 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 any accrued and unpaid interest.
The carrying amount of the equity component of the notes is $33.9 million, which is treated as a debt discount, and the principal amount of the liability component (face value of the notes) is $400 million. As of December 31, 2022, the remaining period for the unamortized debt discount balance of $14.1 million was approximately two 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 December 31, 2022, the effective interest rate on the liability component of the notes was 4.2%.
The following table summarizes the amount of pre-tax interest cost recognized on the convertible senior notes:
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Interest cost recognized relating to: | |||||||||||||||||||||||||||||
| Contractual interest coupon | $ | 21,750 | $ | 21,750 | $ | 21,011 | |||||||||||||||||||||||
| Amortization of debt discount (1) | — | 20,883 | 19,260 | ||||||||||||||||||||||||||
| Amortization of debt issuance costs | 3,710 | 3,330 | 3,230 | ||||||||||||||||||||||||||
| Total interest cost recognized on the notes | $ | 25,460 | $ | 45,963 | $ | 43,501 |
(1) There was no amortization of debt discount for the year ended December 31, 2022 due to the adoption of ASU 2020-06 as of January 1, 2022.
Other Long-term Debt
As of December 31, 2022, other long-term debt includes $120.4 million for a Euro denominated note due in 2024, debt to noncontrolling interest partners of $54.2 million and capital leases of $4.2 million. Our other long-term debt has a weighted average cost of debt of 4.6% and maturities at various dates through September 2050.
Debt Covenants
Our amended senior secured credit facility contains a number of restrictions that, among other things, require us to satisfy a financial covenant and restrict our and our subsidiaries’ ability to incur additional debt, make certain investments and acquisitions, repurchase our stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of our business, enter into sale-leaseback transactions, transfer and sell material assets, merge or consolidate, and pay dividends and make distributions (with the exception of subsidiary dividends or distributions to the parent company or other subsidiaries on at least a pro-rata basis with any noncontrolling interest partners). Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the credit facility becoming immediately due and payable. The amended senior secured credit facility agreement has one covenant, measured quarterly, that relates to net leverage. We are required to maintain a ratio of consolidated total net debt to consolidated EBITDA (both as defined in the amended credit agreement) for the trailing four consecutive quarters of 6.75x through September 30, 2022 with step downs to 6.25x on December 31, 2022, 5.75x on December 31, 2023, 5.50x on December 31, 2024 and 5.25x on June 30, 2025 through maturity, except that calculations of consolidated EBITDA (as defined in the agreement) was substituted with an annualized consolidated EBITDA (as defined in the agreement) through June 30, 2022.
The indentures governing our 6.5% senior secured notes, 3.75% senior secured notes, 4.75% senior notes, 4.875% senior notes and 5.625% senior notes contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to us, merge, consolidate or sell all of our assets, create certain liens, and engage in transactions with affiliates on terms that are not on an arms-length basis. Certain covenants, including those pertaining to incurrence of indebtedness, restricted payments, asset sales, mergers, and transactions with affiliates will be suspended during any period in which the notes are rated investment grade by both rating agencies and no default or event of default under the indenture has occurred and is continuing. All of these notes contain two incurrence-based financial covenants, as defined, requiring a minimum fixed charge coverage ratio of 2.0x and a maximum secured indebtedness leverage ratio of 3.5x.
Some of our other subsidiary indebtedness includes restrictions on entering into various transactions, such as acquisitions and disposals, and prohibits payment of ordinary dividends. They also have financial covenants including minimum consolidated EBITDA to consolidated net interest payable, minimum consolidated cash flow to consolidated debt service, maximum consolidated debt to consolidated EBITDA and minimum liquidity, all as defined in the applicable debt agreements.
As of December 31, 2022, we believe we were in compliance with all of our debt covenants related to our senior secured credit facility and our corporate senior secured notes, senior notes and convertible senior notes. We expect to remain in compliance with all of these covenants throughout 2023.
NOTE 6—DERIVATIVE INSTRUMENTS
We primarily use forward currency contracts and options to reduce our exposure to foreign currency risk associated with short-term artist fee commitments. We may also enter into forward currency contracts to minimize the risks and/or costs associated with changes in foreign currency rates on forecasted operating income. At December 31, 2022 and 2021, we had forward currency contracts and options outstanding with notional amounts of $169.3 million and $100.4 million, respectively. These instruments have not been designated as hedging instruments and any change in fair value is reported in earnings during the period of the change. Our foreign currency derivative activity, including the related fair values, are not material to any period presented.
In January 2020, we entered into an interest rate swap agreement that is designated as a cash flow hedge for accounting purposes to effectively convert a portion of our floating-rate debt to a fixed-rate basis. The swap agreement expires in October 2026, has a notional amount of $500 million and ensures that a portion of our floating-rate debt does not exceed 3.397%. The principal objective of this contract is to reduce the variability of the cash flow in our variable rate interest payments associated with our senior secured credit facility term loan B, thus reducing the impact of interest rate changes on future interest expense. Cash flows associated with the interest rate swap agreement are reflected as cash flows from operating activities within our consolidated statements of cash flows. As of December 31, 2022, there is no ineffective portion or amount excluded from effectiveness testing.
As a cash flow hedge, the effective portion of the loss on the derivative instrument was reported as a component of other comprehensive loss. Amounts are deferred in other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction in the period or periods during which the hedged transaction affects earnings.
During the year ended December 31, 2022, we recorded unrealized gains of $49.5 million, as a component of other comprehensive loss related to this hedge. Based on the current interest rate expectations, we estimate that approximately $16.4 million in other comprehensive income will be reclassified into earnings in the next 12 months as an adjustment to interest expense. See Note 7 – Fair Value Measurements for further discussion and disclosure of the fair values for this interest rate swap derivative.
We do not enter into derivative instruments for speculative or trading purposes and do not anticipate any significant recognition of derivative activity through the income statement in the future related to the instruments currently held. See Note 7 – Fair Value Measurements for further discussion and disclosure of the fair values for our derivative instruments.
NOTE 7—FAIR VALUE MEASUREMENTS
Recurring
We currently have various financial instruments carried at fair value, such as marketable securities, derivatives and contingent consideration, but do not currently have nonfinancial assets and liabilities that are required to be measured at fair value on a recurring basis. Our financial assets and liabilities are measured using inputs from all levels of the fair value hierarchy as defined in the FASB guidance for fair value. For this categorization, only inputs that are significant to the fair value are considered. The three levels are defined as follows:
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (i.e., market corroborated inputs).
Level 3—Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including our own data.
In accordance with the fair value hierarchy described above, the following table shows the fair value of our financial assets and liabilities that are required to be measured at fair value on a recurring basis, which are classified on the balance sheets as cash and cash equivalents, other current assets, other long-term assets, other current liabilities and other long-term liabilities:
| Fair Value Measurements at December 31, 2022 | Fair Value Measurements at December 31, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash equivalents | $ | 503,964 | $ | — | $ | — | $ | 503,964 | $ | 620,980 | $ | — | $ | — | $ | 620,980 | |||||||||||||||||||||||||||||||
| Interest rate swap | — | 41,515 | — | 41,515 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Forward currency contracts | — | 1,530 | — | 1,530 | — | 428 | — | 428 | |||||||||||||||||||||||||||||||||||||||
| Investments in nonconsolidated affiliates | 3,873 | — | — | 3,873 | 6,835 | — | — | 6,835 | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 507,837 | $ | 43,045 | $ | — | $ | 550,882 | $ | 627,815 | $ | 428 | $ | — | $ | 628,243 | |||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 8,558 | $ | — | $ | 8,558 | |||||||||||||||||||||||||||||||
| Forward currency contracts | — | 2,227 | — | 2,227 | — | 120 | — | 120 | |||||||||||||||||||||||||||||||||||||||
| Put option | — | — | 11,826 | 11,826 | — | — | 5,679 | 5,679 | |||||||||||||||||||||||||||||||||||||||
| Contingent consideration | — | — | 70,289 | 70,289 | — | — | 20,936 | 20,936 | |||||||||||||||||||||||||||||||||||||||
| Total | $ | — | $ | 2,227 | $ | 82,115 | $ | 84,342 | $ | — | $ | 8,678 | $ | 26,615 | $ | 35,293 |
Cash equivalents consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market. Fair values for forward currency contracts are based on observable market transactions of spot and forward rates. The fair value of our investments in nonconsolidated affiliates are based quoted prices in an active market. The fair value for our interest rate swap is based upon inputs corroborated by observable market data with similar tenors.
Certain third parties have a put option to sell to us their noncontrolling interest in one of our subsidiaries and such put option is carried at fair value using Level 3 inputs. The put option is triggered by the occurrence of specific events, one of which is certain to occur, that requires us to buy the noncontrolling interest. The redemption price for the put option is a variable amount based on a formula linked to historical earnings. We have recorded a current liability for the put option which is valued based on the historic results of that subsidiary. Changes in the fair value are recorded in selling, general and administrative expenses.
We have certain contingent consideration obligations related to acquisitions which are measured at fair value using Level 3 inputs. The amounts due to the sellers are based on the achievement of agreed-upon financial performance metrics by the acquired companies where the contingent obligation is either earned or not earned. We record the liability at the time of the acquisition based on the present value of management’s best estimates of the future results of the acquired companies compared to the agreed-upon metrics. Subsequent to the date of acquisition, we update the original valuation to reflect current projections of future results of the acquired companies and the passage of time. Accretion of, and changes in the valuations of, contingent consideration are reported in selling, general and administrative expenses. See Note 8 – Commitments and Contingent Liabilities for additional information related to the contingent payments.
Due to their short maturity, the carrying amounts of accounts receivable, accounts payable and accrued expenses approximated their fair values at December 31, 2022 and 2021.
Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for 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.
The following table presents the estimated fair values of our senior secured notes, senior notes and convertible senior notes at December 31, 2022 and 2021:
| Estimated Fair Value at: | |||||||||||
| December 31, 2022 | December 31, 2021 | ||||||||||
| Level 2 | |||||||||||
| (in thousands) | |||||||||||
| 6.5% Senior Secured Notes due 2027 | $ | 1,175,460 | $ | 1,315,284 | |||||||
| 3.75% Senior Secured Notes due 2028 | $ | 429,035 | $ | 498,380 | |||||||
| 4.75% Senior Notes due 2027 | $ | 847,562 | $ | 978,358 | |||||||
| 4.875% Senior Notes due 2024 | $ | 560,027 | $ | 582,952 | |||||||
| 5.625% Senior Notes due 2026 | $ | 285,315 | $ | 310,284 | |||||||
| 2.5% Convertible Senior Notes due 2023 | $ | 588,473 | $ | 996,369 | |||||||
| 2.0% Convertible Senior Notes due 2025 | $ | 397,536 | $ | 531,040 |
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
During 2022, there were no significant non-recurring fair value measurements.
During 2021, we recorded a gain related to investments in nonconsolidated affiliates of $23.7 million, as a component of other expense, net. The gain was related to the acquisition of a controlling interest in the ticketing business of OCESA on December 6, 2021, which was previously accounted for under the equity method. To calculate the gains, we remeasured this investment to fair value of $50 million using a market multiple methodology. The key inputs in the fair value measurement include a future cash flow projection, including revenue, profit margins, market multiples and adjustment related to discount for lack of marketability. The key inputs used for this non-recurring fair value measurement are considered Level 3 inputs.
NOTE 8—COMMITMENTS AND CONTINGENT LIABILITIES
We have non-cancelable contracts related to minimum performance payments with various artists, other event-related costs and nonrecoupable ticketing contract advances. We also have commitments relating to additions to property, plant, and equipment under certain construction commitments for facilities and venues.
As of December 31, 2022, our future minimum payments under non-cancelable contracts and capital expenditure commitments consist of the following:
| Non-cancelable Contracts | Capital Expenditures | ||||||||||||||||
| (in thousands) | |||||||||||||||||
| 2023 | $ | 1,942,398 | $ | 11,065 | |||||||||||||
| 2024 | 879,378 | 5,001 | |||||||||||||||
| 2025 | 687,083 | 3,900 | |||||||||||||||
| 2026 | 350,935 | 1,427 | |||||||||||||||
| 2027 | 375,191 | 918 | |||||||||||||||
| Thereafter | 620,740 | 21,827 | |||||||||||||||
| Total | $ | 4,855,725 | $ | 44,138 |
Certain agreements relating to acquisitions provide for deferred purchase consideration payments at future dates. A liability is established at the time of the acquisition for these fixed payments. For obligations payable at a date greater than twelve months from the acquisition date, we apply a discount rate to calculate the present value of the obligations. As of December 31, 2022, we have accrued $5.3 million in other current liabilities and $8.3 million in other long-term liabilities and, as of December 31, 2021, we had accrued $34.2 million in other current liabilities and $7.9 million in other long-term liabilities, related to these deferred purchase consideration payments.
We have contingent obligations related to acquisitions which are accounted for as business combinations. Contingent consideration associated with business combinations is recorded at fair value at the time of the acquisition and reflected at current fair value for each subsequent reporting period thereafter until settled. We record these fair value changes in our statements of operations as selling, general and administrative expenses. The contingent consideration is generally subject to payout following the achievement of future performance targets and a portion is expected to be payable in the next twelve months. As of December 31, 2022, we have accrued $22.6 million in other current liabilities and $47.7 million in other long-term liabilities and, as of December 31, 2021, we had accrued $15.6 million in other current liabilities and $5.3 million in other long-term liabilities, representing the fair value of these estimated payments. The last contingency period for which we have an outstanding contingent payment is for the period ending July 2049. See Note 7 – Fair Value Measurements for further discussion related to the valuation of these contingent payments.
As of December 31, 2022 and 2021, we guaranteed the debt of third parties of approximately $19.5 million and $20.8 million, respectively, primarily related to maximum credit limits on employee and tour-related credit cards, obligations of a nonconsolidated affiliate and obligations under a venue management agreement.
Litigation
Consumer Class Actions
The following putative class action lawsuits were filed against Live Nation and/or Ticketmaster in Canada: Thompson-Marcial and Smith v. Ticketmaster Canada Holdings ULC (Ontario Superior Court of Justice, filed September 2018); McPhee v. Live Nation Entertainment, Inc., et al. (Superior Court of Quebec, District of Montreal, filed September 2018); Crystal Watch v. Live Nation Entertainment, Inc., et al. (Court of Queen’s Bench for Saskatchewan, by amendments filed September 2018); and Gomel v. Live Nation Entertainment, Inc., et al. (Supreme Court of British Columbia, Vancouver Registry, filed October 2018). Similar putative class actions were filed in the United States during the same time period, but as of November 2020, each of the lawsuits filed in the United States has been dismissed with prejudice.
The Canadian lawsuits make similar factual allegations that Live Nation and/or Ticketmaster engage in conduct that is intended to encourage the resale of tickets on secondary ticket exchanges at elevated prices. Based on these allegations, each plaintiff asserts violations of different provincial and federal laws. Each plaintiff also seeks to represent a class of individuals who purchased tickets on a secondary ticket exchange, as defined in each plaintiff’s complaint. The Watch complaint also makes claims related to Ticketmaster’s fee display practices on the primary market. The complaints seek a variety of remedies, including unspecified compensatory damages, punitive damages, restitution, injunctive relief and attorneys’ fees and costs.
In April 2021, the court in the Gomel lawsuit declined to certify all claims other than those pled under British Columbia’s Business Practices and Consumer Protection Act and claims for punitive damages. The court did certify a class of British Columbia residents who purchased tickets to an event in Canada on any secondary market exchange from June 2015 through April 2021 that were initially purchased on Ticketmaster.ca. In May 2021, Ticketmaster and Live Nation filed a notice of appeal of the class certification ruling, and the plaintiff filed a cross-appeal shortly thereafter. The appeals were heard in early February 2023.
The court in the Watch matter issued its class certification ruling in November 2022. The court declined to certify and dismissed all claims other than those pled under provincial consumer protection statutes relating to drip pricing and certified a class of consumers who purchased tickets between September 2015 and June 2018 from Ticketmaster.ca on the primary market. In December 2022, the parties filed cross-notices of appeal of the court’s ruling.
The class certification hearing in the Thompson-Marcial matter is scheduled for April 2023. The McPhee matter is stayed pending the outcome of the Watch matter.
Based on information presently known to management, we do not believe that a loss is probable of occurring at this time, and we believe that the potential liability, if any, will not have a material adverse effect on our financial position, cash flows or results of operations. Further, we do not currently believe that the claims asserted in these lawsuits have merit, and considerable uncertainty exists regarding any monetary damages that will be asserted against us. We continue to vigorously defend these actions.
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. Discovery is underway. Confidential settlements were reached with the families of three of the deceased plaintiffs in August through December 2022.
We are currently unable to reliably predict the developments in, outcome of, and economic costs and other consequences of pending or future litigation related to these matters. We will continue to investigate the factual and legal defenses, and evaluate these matters based on subsequent events, new information and future circumstances. We currently expect that liability insurance can provide sufficient coverage, but at this time there are no assurances of such coverage. Given that these cases are in the early stages and in light of the uncertainties surrounding them, we do not currently possess sufficient information to determine a range of reasonably possible liability. Notwithstanding the foregoing, and without admitting liability or wrongdoing, we may incur material liabilities from the 2021 Astroworld event, which could have a material impact on our business, financial condition, results of operations and/or cash flows.
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 9—CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
Transactions Involving Related Parties
The following table provides details of the total revenue earned and expenses incurred from all related-party transactions:
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Related-party revenue | $ | 14,085 | $ | 10,736 | $ | 482 | |||||||||||||||||||||||
| Related-party expenses | $ | 2,392 | $ | 1,580 | $ | 1,009 | |||||||||||||||||||||||
| Related-party acquisition related | $ | — | $ | 3,000 | $ | — |
The significant related-party transactions included in the table above are detailed below.
Liberty Media
Two current members of our board of directors were originally nominated by Liberty Media pursuant to a stockholder agreement. These directors receive directors’ fees and stock-based awards on the same basis as other non-employee members of our board of directors.
We lease a venue from, and provide ticketing services to, a sports franchise owned by Liberty Media and pay royalty fees and non-recoupable ticketing contract advances to the sports franchise. We also receive transaction fees from the sports franchise for tickets the sports franchise sells using our ticketing software.
Legends
Our Chief Executive Officer became a member of the board of Legends Hospitality Holding Company, LLC (“Legends”) in February 2015. In 2017, our President and Chief Financial Officer assumed this role from the Chief Executive Officer. Legends provides concession services to certain of our owned or operated amphitheaters. We receive fees based on concession sales at each of the amphitheaters. In January 2021, our President and Chief Financial Officer resigned as a board member of Legends.
Sirius XM
Our Chief Executive Officer is a member of the board of directors of Sirius XM Holdings Inc. (“Sirius XM”), a satellite radio company that is a subsidiary of Liberty Media. From time to time, we purchase advertising from Sirius XM.
Transactions Involving Equity Method Investees
We conduct business with certain of our equity method investees in the ordinary course of business. Transactions primarily relate to venue rentals and ticketing services. Revenue of $40.7 million, $5.0 million and $2.2 million were earned in 2022, 2021 and 2020, respectively, and expenses of $13.7 million, $2.9 million and $1.3 million were incurred in 2022, 2021 and 2020, respectively, from these equity investees for services rendered or provided in relation to these business ventures.
As of December 31, 2022 and 2021, we had accounts receivable and notes receivable balances of $2.6 million and $3.9 million, respectively, due from certain of our equity investees.
NOTE 10—INCOME TAXES
Significant components of the provision for income tax expense (benefit) are as follows:
| Year Ended December 31, | ||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Current: | ||||||||||||||||||||
| Federal | $ | 658 | $ | — | $ | — | ||||||||||||||
| Foreign | 83,633 | 8,713 | 7,978 | |||||||||||||||||
| State | 4,764 | (1,555) | 1,024 | |||||||||||||||||
| Total current | 89,055 | 7,158 | 9,002 | |||||||||||||||||
| Deferred: | ||||||||||||||||||||
| Federal | 6,223 | 7,451 | (16,366) | |||||||||||||||||
| Foreign | (397) | (17,434) | (20,772) | |||||||||||||||||
| State | 1,373 | 344 | (739) | |||||||||||||||||
| Total deferred | 7,199 | (9,639) | (37,877) | |||||||||||||||||
| Income tax expense (benefit) | $ | 96,254 | $ | (2,481) | $ | (28,875) | ||||||||||||||
The domestic income (loss) before income taxes was $217.0 million, $(401.4) million and $(1.5) billion for 2022, 2021 and 2020, respectively. Foreign income (loss) before income taxes was $288.4 million, $(209.9) million and $(374.5) million for 2022, 2021 and 2020, respectively.
Significant components of our deferred tax liabilities and assets are as follows:
| December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| (in thousands) | ||||||||||||||
| Deferred tax liabilities: | ||||||||||||||
| Leases | $ | 217,919 | $ | 209,758 | ||||||||||
| Intangible assets | 297,894 | 265,092 | ||||||||||||
| Prepaid expenses | 12,490 | 3,424 | ||||||||||||
| Hedge investments | 10,584 | — | ||||||||||||
| Other | 19,086 | 5,829 | ||||||||||||
| Total deferred tax liabilities | 557,973 | 484,103 | ||||||||||||
| Deferred tax assets: | ||||||||||||||
| Intangible assets | 51,634 | 48,738 | ||||||||||||
| Accrued expenses | 139,432 | 105,118 | ||||||||||||
| Net operating loss carryforwards | 848,735 | 957,509 | ||||||||||||
| Foreign tax and other credit carryforwards | 51,055 | 45,009 | ||||||||||||
| Equity compensation | 9,452 | 14,602 | ||||||||||||
| Leases | 250,183 | 237,963 | ||||||||||||
| Interest limitation | 84,599 | 54,730 | ||||||||||||
| Capitalized R&D | 35,149 | — | ||||||||||||
| Other | 53,359 | 30,056 | ||||||||||||
| Total gross deferred tax assets | 1,523,598 | 1,493,725 | ||||||||||||
| Valuation allowance | 1,240,881 | 1,219,496 | ||||||||||||
| Total net deferred tax assets | 282,717 | 274,229 | ||||||||||||
| Net deferred tax liabilities | $ | (275,256) | $ | (209,874) |
Each reporting period, we evaluate the realizability of all of our deferred tax assets in each tax jurisdiction. As of December 31, 2022, 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 in those tax jurisdictions in 2022, 2021 and 2020.
During 2022 and 2021, we recorded net deferred tax liabilities of $275.3 million and $103.5 million, respectively, due principally to differences in financial reporting and tax bases in assets acquired in business combinations. The increase in intangible assets deferred tax liability is primarily due to the OCESA acquisition.
As of December 31, 2022, we have United States federal, state and foreign deferred tax assets related to net operating loss carryforwards of $352.8 million, $141.5 million and $354.4 million, respectively. Based on current statutory carryforward periods, the operating loss carryforwards will expire on various dates beginning in 2025. Our federal net operating loss may be subject to statutory limitations on the amount that can be used in any given year.
The reconciliation of income tax computed at the United States federal statutory rates to income tax expense (benefit) is:
| Year Ended December 31, | ||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Income tax expense (benefit) at United States statutory rate of 21% | $ | 106,144 | $ | (128,366) | $ | (389,900) | ||||||||||||||
| State income taxes, net of federal tax benefits | 4,893 | (1,267) | 713 | |||||||||||||||||
| Differences between foreign and United States statutory rates | 14,898 | (11,237) | (12,794) | |||||||||||||||||
| Non-United States income inclusions and exclusions | (30,783) | (1,677) | 1,809 | |||||||||||||||||
| United States income inclusions and exclusions | (78,061) | (22,121) | (16,495) | |||||||||||||||||
| Nondeductible items | 32,907 | 18,413 | 39,861 | |||||||||||||||||
| Tax contingencies | 728 | 895 | (1,302) | |||||||||||||||||
| Tax expense from acquired goodwill | 7,596 | 7,795 | 6,950 | |||||||||||||||||
| Change in valuation allowance | 38,811 | 135,908 | 344,161 | |||||||||||||||||
| Other, net | (879) | (824) | (1,878) | |||||||||||||||||
| $ | 96,254 | $ | (2,481) | $ | (28,875) | |||||||||||||||
Income tax expense (benefit) is principally attributable to our earnings in foreign tax jurisdictions along with state income taxes.
Amounts included in differences between foreign and United States statutory rates are impacted by changes in the mix of international earnings subject to various tax rates which can differ greatly in their proximity to the United States statutory rate.
Amounts included in United States income inclusions and exclusions include the favorable impact of tax deductions for vesting of restricted stock awards and exercises of stock options.
Nondeductible items for all years presented include the impact of increased nondeductible expenses pursuant to the provisions of the TCJA including nondeductible executive compensation. The 2020 nondeductible expenses also include adjustments for nondeductible noncontrolling interest. The 2022 nondeductible expenses also include nondeductible items associated with our recent acquisition of OCESA.
The change in valuation allowance for each period presented resulted primarily from changes in the income (loss) within jurisdictions with full valuation allowances, including the United States.
The following table summarizes the activity related to our unrecognized tax benefits:
| Year Ended December 31, | ||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Balance at January 1 | $ | 21,330 | $ | 21,732 | $ | 21,723 | ||||||||||||||
| Additions: | ||||||||||||||||||||
| Increase for current year positions | 751 | 524 | 1,689 | |||||||||||||||||
| Increase for prior year positions | 896 | 335 | — | |||||||||||||||||
| Interest and penalties for prior years | 160 | 36 | 352 | |||||||||||||||||
| Reductions: | ||||||||||||||||||||
| Decrease for prior year positions | — | — | (2,109) | |||||||||||||||||
| Expiration of applicable statute of limitations | — | — | — | |||||||||||||||||
| Settlements for prior year positions | (141) | (1,435) | (17) | |||||||||||||||||
| Foreign exchange | — | 138 | 94 | |||||||||||||||||
| Balance at December 31 | $ | 22,996 | $ | 21,330 | $ | 21,732 | ||||||||||||||
If we were to prevail on all uncertain tax positions, the net effect would be a decrease to our income tax provision of approximately $0.7 million. The remaining $22.3 million is offset by deferred tax assets that represent tax benefits that would be received in the event that we did not prevail on all uncertain tax positions. As of December 31, 2022, it is not expected that the total amounts of unrecognized tax benefits will increase or decrease materially within the next year.
We regularly assess the likelihood of additional assessments in each taxing jurisdiction resulting from current and subsequent years’ examinations. Liabilities for income taxes are established for future income tax assessments when it is probable there will be future assessments and the amount can be reasonably estimated. Once established, liabilities for uncertain tax positions are adjusted only when there is more information available or when an event occurs necessitating a change to the liabilities. As of December 31, 2022, we believe that the resolution of income tax matters for open years will not have a material effect on our consolidated financial statements although the resolution of income tax matters could impact our effective tax rate for a particular future period.
The tax years 2009 through 2022 remain open to examination by the primary tax jurisdictions to which we are subject.
NOTE 11—EQUITY
Common Stock
The following table reconciles common stock reported in the consolidated statements of changes in equity to the consolidated balance sheets.
| December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| Common shares issued as reported in the consolidated statement of changes in equity | 228,498,102 | 221,964,734 | ||||||||||||
| Unissued retirement eligible restricted stock awards | 18,250 | 65,625 | ||||||||||||
| Unvested restricted stock awards | 995,691 | 860,244 | ||||||||||||
| Unvested deferred stock awards issued | 2,159,604 | 2,192,000 | ||||||||||||
| Common shares issued as reported in the consolidated balance sheets | 231,671,647 | 225,082,603 |
Unvested restricted stock awards and unvested deferred stock awards issued will be reflected in the statements of changes in equity at the time of vesting.
In September 2021, we completed the public offering of 5,239,259 shares of common stock. A portion of the proceeds of $455.3 million were used to pay fees of $5.7 million, leaving approximately $449.6 million of net proceeds. We used the net proceeds to fund the acquisition of 51% of the capital stock of OCESA and any remaining proceeds for general corporate purposes.
During 2022, 2021 and 2020, we issued 6.5 million, 2.3 million and 3.2 million shares, respectively, of common stock in connection with stock option exercises and vesting of restricted stock awards.
Common Stock Reserved for Future Issuance
Common stock of approximately 10.2 million shares as of December 31, 2022 is reserved for future issuances under the stock incentive plan (including 3.3 million options, 1.0 million restricted stock awards and 2.2 million deferred stock awards currently granted).
Noncontrolling Interests
Common securities held by the noncontrolling interests that do not include put arrangements exercisable outside of our control are recorded in equity, separate from our stockholders’ equity.
The purchase or sale of additional ownership in an already controlled subsidiary is recorded as an equity transaction with no gain or loss recognized in net income (loss) or comprehensive income (loss) as long as the subsidiary remains a controlled subsidiary. In 2022, 2021 and 2020, we acquired all or additional equity interests in several companies that did not have a significant impact to equity either on an individual basis or in the aggregate. The following schedule reflects the change in ownership interests for these transactions:
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Net income (loss) attributable to common stockholders of Live Nation | $ | 295,986 | $ | (650,904) | $ | (1,724,535) | |||||||||||
| Transfers of noncontrolling interests: | |||||||||||||||||
| Changes in Live Nation’s additional paid-in capital for purchases of noncontrolling interests, net of transaction costs | (64,601) | (110) | 14,336 | ||||||||||||||
| Changes in Live Nation’s additional paid-in capital for sales of noncontrolling interests, net of transaction costs | — | (289) | (7,667) | ||||||||||||||
| Net transfers of noncontrolling interests | (64,601) | (399) | 6,669 | ||||||||||||||
| Change from net income (loss) attributable to common stockholders of Live Nation and net transfers of noncontrolling interests | $ | 231,385 | $ | (651,303) | $ | (1,717,866) |
Redeemable Noncontrolling Interests
We are subject to put arrangements where the holders of the noncontrolling interests can require us to repurchase their shares at specified dates in the future or within specified periods in the future. Certain of these puts can be exercised earlier upon the occurrence of triggering events as specified in the agreements. The redemption amounts for these puts are either at a fixed amount, at fair value at the time of exercise or a variable amount based on a formula linked to earnings. In accordance with the FASB guidance for business combinations, the redeemable noncontrolling interests are recorded at their fair value at acquisition date. For put arrangements that are not currently redeemable, we accrete to the estimated redemption value over the period from the date of issuance to the earliest redemption date of the individual puts, with the offset recorded to additional paid-in capital. Decreases in accretion are only recognized to the extent that increases had been previously recognized. The estimated redemption values that are based on a formula linked to future earnings are computed each reporting period using projected cash flows, and the estimated redemption values that are based on fair value at the time of exercise are computed each reporting period by applying a multiple to projected earnings, both of which take into account the current expectations regarding profitability and the timing of revenue-generating events. The balances are reflected in our balance sheets as redeemable noncontrolling interests outside of permanent equity.
Our estimate of redemption amounts for puts that are redeemable at fixed or determinable prices on fixed or determinable dates for the years ended December 31, 2023, 2024, 2025, 2026 and 2027 are $77.3 million, $57.9 million, $474.9 million, $468.5 million and $62.2 million, respectively.
Transactions with Noncontrolling Interest Partners
We have loaned or advanced money to noncontrolling interest partners under the terms of the partnership operating agreements, promissory notes or other arrangements. As of December 31, 2022, we had outstanding notes receivable and prepayments of $17.9 million in other current assets and $50.0 million in other long-term assets, and as of December 31, 2021, we had outstanding notes receivable and prepayments of $21.0 million in other current assets and $72.1 million in other long-term assets.
Accumulated Other Comprehensive Income (Loss)
The following table presents changes in the components of AOCI, net of taxes, for the years ended December 31, 2022, 2021 and 2020:
| Loss on Cash Flow Hedges | Foreign Currency Items | Total | ||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2019 | $ | — | $ | (145,713) | $ | (145,713) | ||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (36,689) | 291 | (36,398) | |||||||||||||||||||||||||||||
| Amount reclassified from AOCI | 5,102 | — | 5,102 | |||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | (31,587) | 291 | (31,296) | |||||||||||||||||||||||||||||
| Balance at December 31, 2020 | (31,587) | (145,422) | (177,009) | |||||||||||||||||||||||||||||
| Other comprehensive income before reclassifications | 15,204 | 6,016 | 21,220 | |||||||||||||||||||||||||||||
| Amount reclassified from AOCI | 7,825 | — | 7,825 | |||||||||||||||||||||||||||||
| Net other comprehensive income | 23,029 | 6,016 | 29,045 | |||||||||||||||||||||||||||||
| Balance at December 31, 2021 | (8,558) | (139,406) | (147,964) | |||||||||||||||||||||||||||||
| Other comprehensive income before reclassifications | 49,529 | 8,047 | 57,576 | |||||||||||||||||||||||||||||
| Amount reclassified from AOCI | 312 | — | 312 | |||||||||||||||||||||||||||||
| Net other comprehensive income | 49,841 | 8,047 | 57,888 | |||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | 41,283 | $ | (131,359) | $ | (90,076) |
See Note 7 – Fair Value Measurements for further discussion and disclosure of the fair value of our interest rate swap that has been designated as a cash flow hedge.
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:
| Year Ended December 31, | ||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| Weighted average common shares—basic | 224,809,558 | 217,190,862 | 212,270,944 | |||||||||||||||||
| Effect of dilutive shares: | ||||||||||||||||||||
| Stock options and restricted stock | 6,747,308 | — | — | |||||||||||||||||
| Weighted average common shares—diluted | 231,556,866 | 217,190,862 | 212,270,944 |
The following table shows securities excluded from the calculation of diluted net income per common share because such securities were anti-dilutive:
| Year Ended December 31, | ||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||
| Options to purchase shares of common stock | 3,750 | 7,719,714 | 9,323,323 | |||||||||||||||||
| Restricted and deferred stock awards—unvested | 2,218,563 | 3,052,244 | 3,956,073 | |||||||||||||||||
| Conversion shares related to convertible senior notes | 11,864,035 | 11,864,035 | 11,014,846 | |||||||||||||||||
| Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding | 14,086,348 | 22,635,993 | 24,294,242 |
NOTE 12—SEGMENTS AND REVENUE RECOGNITION
Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising. We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain stock-based compensation expense, loss (gain) on disposal of operating assets, depreciation and amortization (including goodwill impairment), amortization of non-recoupable ticketing contract advances and acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation). AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results.
Revenue and expenses earned and charged between segments are eliminated in consolidation. Our capital expenditures below include accruals for amounts incurred but not yet paid for, but are not reduced by reimbursements received from outside parties such as landlords and noncontrolling interest partners or replacements funded by insurance proceeds.
We manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, our management to allocate resources to or assess performance of our segments, and therefore, total segment assets and related depreciation and amortization have not been presented.
There were no customers that individually accounted for more than 10% of our consolidated revenue in any year.
Concerts
Our Concerts segment involves the promotion of live music events globally in our owned or operated venues and in rented third-party venues, the production of music festivals, the operation and management of music venues, the creation or streaming of associated content and the provision of management and other services to artists. This segment generates revenue from the promotion or production of live music events and festivals in our owned or operated venues and in rented third-party venues, artist management commissions and the sale of merchandise for music artists at events. As a promoter and venue operator, we earn revenue primarily from the sale of tickets, concessions, merchandise, parking, ticket rebates or service charges on tickets sold by Ticketmaster or third-party ticketing platforms, and rental of our owned or operated venues. As an artist manager, we earn commissions on the earnings of the artists and other clients we represent, primarily derived from clients’ earnings for concert tours. Over 96% of Concerts’ revenue, whether related to promotion, venue operations, artist management or artist event merchandising, is recognized on the day of the related event. The majority of consideration for our Concerts segment is collected in advance of or on the day of the event. Consideration received in advance of the event is recorded as deferred revenue or in long-term liabilities if the event is more than twelve months from the balance sheet date. Any consideration not collected by the day of the event is typically received within three months after the event date.
Ticketing
Our Ticketing segment involves the management of our global ticketing operations, including providing ticketing software and services to clients, and consumers with a marketplace, both online and mobile, for tickets and event information, and is responsible for our primary ticketing website, www.ticketmaster.com. Ticket fee revenue is generated from convenience and order processing fees, or service charges, charged at the time a ticket for an event is sold in either the primary or secondary markets. A significant portion of our service charges are payable to the venue and credit card vendors. The Ticketing segment is primarily an agency business that sells tickets for events on behalf of its clients, which include venues, concert promoters, professional sports franchises and leagues, college sports teams, theater producers and museums. This segment records revenue arising from convenience and order processing fees, regardless of whether these fees are related to tickets sold in the primary or secondary market, and regardless of whether these fees are associated with our concert events or third-party clients’ concert events. We do not record the face value of the tickets as revenue. Ticket fee revenue is recognized when the ticket is sold for third-party clients and secondary market sales, as we have no further obligation to our client’s customers following the sale of the ticket. For our concert events where our concert promoters control ticketing, ticket fee revenue is recognized when the event occurs because we also have the obligation to deliver the event to the fan. The delivery of the ticket to the fan is not considered a distinct performance obligation for our concert events because the fan cannot receive the benefits of the ticket unless we also fulfill our obligation to deliver the event. The majority of ticket fee revenue is collected within the month of the ticket sale. Revenue received from the sale of tickets in advance of our concert events is recorded as deferred revenue or in other long-term liabilities if the date of the event is more than twelve months from the balance sheet date. Reported revenue is net of any refunds made or committed to and also the impact of any cancellations of events that occurred during the period and up to the time of filing these consolidated financial statements.
Ticketing contract advances, which can be either recoupable or non-recoupable, represent amounts paid in advance to our clients pursuant to ticketing agreements and are reflected in prepaid expenses or in long-term advances if the amount is expected to be recouped or recognized over a period of more than twelve months. Recoupable ticketing contract advances are generally recoupable against future royalties earned by the client, based on the contract terms, over the life of the contract. Royalties are typically earned by the client when tickets are sold. Royalties paid to clients are recorded as a reduction to revenue when the tickets are sold and the corresponding service charge revenue is recognized. Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives occasionally paid by us to certain clients to secure the contract and are typically amortized over the life of the contract on a straight-line basis as a reduction to revenue. At December 31, 2022 and 2021, we had ticketing contract advances of $106.5 million and $90.5 million, respectively, in prepaid expenses and $105.0 million and $86.5 million, respectively, in long-term advances. We amortized $79.0 million, $74.4 million and $48.0 million for the years ended December 31, 2022, 2021 and 2020 respectively, related to non-recoupable ticketing contract advances.
Sponsorship & Advertising
Our Sponsorship & Advertising segment manages the development of strategic sponsorship programs in addition to the sale of international, national and local sponsorships and placement of advertising such as signage, promotional programs, rich media offerings, including advertising associated with live streaming and music-related content, and ads across our distribution network of venues, events and websites. This segment generates revenue from sponsorship and marketing programs that provide its sponsors with strategic, international, national and local opportunities to reach customers through our venue, concert and ticketing assets, including advertising on our websites. These programs can also include custom events or programs for the sponsors’ specific brands, which are typically experienced exclusively by the sponsors’ customers. Sponsorship agreements may contain multiple elements, which provide several distinct benefits to the sponsor over the term of the agreement, and can be for a single or multi-year term. We also earn revenue from exclusive access rights provided to sponsors in various categories such as ticket pre-sales, beverage pouring rights, venue naming rights, media campaigns, signage within our venues, and advertising on our websites. Revenue from sponsorship agreements is allocated to the multiple elements based on the relative stand-alone selling price of each separate element, which are determined using vendor-specific evidence, third-party evidence or our best estimate of the fair value. Revenue is recognized over the term of the agreement or operating season as the benefits are provided to the sponsor unless the revenue is associated with a specific event, in which case it is recognized when the event occurs. Revenue is collected in installment payments during the year, typically in advance of providing the benefit or the event. Revenue received in advance of the event or the sponsor receiving the benefit is recorded as deferred revenue or in other long-term liabilities if the date of the event is more than twelve months from the balance sheet date.
At December 31, 2022, we had contracted sponsorship agreements with terms greater than one year that had approximately $1.5 billion of revenue related to future benefits to be provided by us. We expect to recognize, based on current projections, approximately 34%, 25%, 17% and 24% of this revenue in 2023, 2024, 2025 and thereafter, respectively.
The following table presents the results of operations for our reportable segments for the years ending December 31, 2022, 2021 and 2020:
| Concerts | Ticketing | Sponsorship & Advertising | Other & Eliminations | Corporate | Consolidated | ||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 13,494,100 | $ | 2,238,618 | $ | 968,146 | $ | (19,610) | $ | — | $ | 16,681,254 | |||||||||||||||||||||||||||||
| % of Consolidated Revenue | 80.9% | 13.4% | 5.8% | (0.1)% | |||||||||||||||||||||||||||||||||||||
| Intersegment revenue | $ | 12,821 | $ | 8,643 | $ | — | $ | (21,464) | $ | — | $ | — | |||||||||||||||||||||||||||||
| AOI | $ | 169,740 | $ | 827,901 | $ | 591,972 | $ | (14,549) | $ | (167,882) | $ | 1,407,182 | |||||||||||||||||||||||||||||
| Capital expenditures | $ | 277,133 | $ | 70,739 | $ | 19,383 | $ | (17) | $ | 9,680 | $ | 376,918 | |||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 4,722,190 | $ | 1,134,268 | $ | 411,910 | $ | 79 | $ | — | $ | 6,268,447 | |||||||||||||||||||||||||||||
| % of Consolidated Revenue | 75.3% | 18.1% | 6.6% | — | |||||||||||||||||||||||||||||||||||||
| Intersegment revenue | $ | 2,505 | $ | 404 | $ | — | $ | (2,909) | $ | — | $ | — | |||||||||||||||||||||||||||||
| AOI | $ | (221,338) | $ | 420,545 | $ | 242,239 | $ | (6,963) | $ | (110,620) | $ | 323,863 | |||||||||||||||||||||||||||||
| Capital expenditures | $ | 92,132 | $ | 49,004 | $ | 12,299 | $ | — | $ | 23,036 | $ | 176,471 | |||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 1,468,433 | $ | 188,383 | $ | 203,676 | $ | 686 | $ | — | $ | 1,861,178 | |||||||||||||||||||||||||||||
| % of Consolidated Revenue | 78.9% | 10.1% | 10.9% | 0.1% | |||||||||||||||||||||||||||||||||||||
| Intersegment revenue | $ | 712 | $ | 1,835 | $ | — | $ | (2,547) | $ | — | $ | — | |||||||||||||||||||||||||||||
| AOI | $ | (638,846) | $ | (374,563) | $ | 81,910 | $ | (13,478) | $ | (70,915) | $ | (1,015,892) | |||||||||||||||||||||||||||||
| Capital expenditures | $ | 119,730 | $ | 77,018 | $ | 5,781 | $ | — | $ | 6,886 | $ | 209,415 |
The following table sets forth the reconciliation of consolidated AOI to operating income (loss) for the for the years ended December 31, 2022, 2021 and 2020:
| 2022 | 2021 | 2020 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| AOI | $ | 1,407,182 | $ | 323,863 | $ | (1,015,892) | |||||||||||
| Acquisition expenses | 68,078 | 42,912 | (13,088) | ||||||||||||||
| Amortization of non-recoupable ticketing contract advance | 79,043 | 74,406 | 47,971 | ||||||||||||||
| Depreciation and amortization | 449,976 | 416,277 | 485,025 | ||||||||||||||
| Loss (gain) on sale of operating assets | (32,082) | (1,211) | 503 | ||||||||||||||
| Stock-based compensation expense | 110,049 | 209,337 | 116,889 | ||||||||||||||
| Operating income (loss) | $ | 732,118 | $ | (417,858) | $ | (1,653,192) |
Deferred Revenue
The majority of our deferred revenue is typically classified as current and is shown as a separate line item on the consolidated balance sheets. Deferred revenue that is not expected to be recognized within the next twelve months is classified as long-term and reflected in other long-term liabilities on the consolidated balance sheets. At December 31, 2022, 2021 and 2020, we had current deferred revenue of $3.1 billion, $2.8 billion and $1.8 billion, respectively.
The table below summarizes the amount of prior year current deferred revenue recognized during the years ended December 31, 2022 and 2021:
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| Concerts | $ | 2,327,040 | $ | 516,035 | |||||||
| Ticketing | 134,966 | 43,508 | |||||||||
| Sponsorship & Advertising | 133,318 | 74,266 | |||||||||
| $ | 2,595,324 | $ | 633,809 |
NOTE 13—STOCK-BASED COMPENSATION
In December 2005, we adopted our 2005 Stock Incentive Plan, which has been amended and/or restated on several occasions. In connection with our merger with Ticketmaster Entertainment LLC, we adopted the Amended and Restated Ticketmaster 2008 Stock & Annual Incentive Plan. The plans authorize us to grant stock option awards, director shares, stock appreciation rights, restricted stock and deferred stock awards, other equity-based awards and performance awards. We have granted restricted stock awards, options to purchase our common stock and deferred stock awards to employees, directors, consultants, and our affiliates under the stock incentive plans at no less than the fair market value of the underlying stock on the date of grant. The stock incentive plans contain anti-dilutive provisions that require the adjustment of the number of shares of our common stock represented by, and the exercise price of, each option for any stock splits or stock dividends. The ten-year term of the Ticketmaster plan expired in August 2018; accordingly, no new awards may be granted under that plan but outstanding awards shall continue in full force and effect in accordance with their terms.
The following is a summary of stock-based compensation expense we recorded during the respective periods:
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 45,214 | $ | 161,849 | $ | 88,620 | |||||||||||||||||||||||
| Corporate expenses | 64,835 | 47,488 | 28,269 | ||||||||||||||||||||||||||
| Total | $ | 110,049 | $ | 209,337 | $ | 116,889 |
As of December 31, 2022, there was $164.0 million of total unrecognized compensation cost related to stock-based compensation arrangements for stock options, restricted stock and deferred stock awards. This cost is expected to be recognized over a weighted-average period of 3.9 years.
Stock Options
Stock options are granted for a term not exceeding ten years and the non-vested options are generally forfeited in the event the employee, director or consultant terminates his or her employment or relationship with us or one of our affiliates. Any options that have vested at the time of termination are forfeited to the extent they are not exercised within the applicable post-employment exercise period provided in their option agreements. These options typically vest over one to four years.
In 2022, no stock options were granted. The following assumptions were used to calculate the fair value of our options on the date of grant:
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| Risk-free interest rate | 1.01 | % | 0.09% - 1.19% | ||||||||||||||
| Dividend yield | 0.0 | % | 0.0 | % | |||||||||||||
| Volatility factors | 42.61% | 32.37% - 51.83% | |||||||||||||||
| Weighted average expected life (in years) | 6.40 | 2.51 |
The following table presents a summary of our stock options outstanding at the dates given, and stock option activity for the period between such dates (“Price” reflects the weighted average exercise price per share):
| Year Ended December 31, | |||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||
| Options | Price | Options | Price | Options | Price | ||||||||||||||||||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||||||||||||||||||||
| Outstanding January 1 | 7,720 | $ | 18.24 | 9,323 | $ | 18.93 | 11,347 | $ | 18.36 | ||||||||||||||||||||||||||
| Granted | — | — | 9 | 89.81 | 51 | 66.27 | |||||||||||||||||||||||||||||
| Exercised | (4,461) | 9.79 | (1,603) | 22.32 | (2,071) | 16.96 | |||||||||||||||||||||||||||||
| Forfeited or expired | (2) | 70.26 | (9) | 75.57 | (4) | 41.71 | |||||||||||||||||||||||||||||
| Outstanding December 31 | 3,257 | $ | 29.78 | 7,720 | $ | 18.24 | 9,323 | $ | 18.93 | ||||||||||||||||||||||||||
| Exercisable December 31 | 3,171 | $ | 29.02 | 7,702 | $ | 18.13 | 8,827 | $ | 16.98 | ||||||||||||||||||||||||||
| Weighted average fair value per option granted | $ | — | $ | 38.55 | $ | 13.62 |
The total intrinsic value of stock options exercised during the years ended December 31, 2022, 2021 and 2020 was $390.9 million, $106.4 million and $87.9 million, respectively. Cash received from stock option exercises for the years ended December 31, 2022, 2021 and 2020 was $35.8 million, $30.6 million and $30.6 million, respectively.
There were 3.7 million shares available for future grants under the stock incentive plan at December 31, 2022. Upon share option exercise or vesting of restricted or deferred stock, we issue new shares or treasury shares to fulfill these grants. Vesting dates on the stock options range from February 2023 to March 2025, and expiration dates range from December 2023 to March 2031 at exercise prices and average contractual lives as follows:
| Range of Exercise Prices | Outstanding as of 12/31/22 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Exercisable as of 12/31/22 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||||||||||||||||||||||
| (in thousands) | (in years) | (in thousands) | (in years) | |||||||||||||||||||||||||||||||||||
| $15.00 - $19.99 | 658 | 3.0 | $ | 19.33 | 658 | 3.0 | $ | 19.33 | ||||||||||||||||||||||||||||||
| $20.00 - $24.99 | 887 | 1.1 | $ | 21.07 | 887 | 1.1 | $ | 21.07 | ||||||||||||||||||||||||||||||
| $25.00 - $29.99 | 954 | 3.4 | $ | 27.63 | 954 | 3.4 | $ | 27.63 | ||||||||||||||||||||||||||||||
| $30.00 - $44.99 | 325 | 5.1 | $ | 43.95 | 325 | 5.1 | $ | 43.95 | ||||||||||||||||||||||||||||||
| $45.00 - $60.99 | 412 | 6.2 | $ | 56.83 | 329 | 6.2 | $ | 56.81 | ||||||||||||||||||||||||||||||
| $61.00 - $89.99 | 21 | 8.0 | $ | 73.77 | 18 | 8.0 | $ | 71.27 |
The total intrinsic value of options outstanding and options exercisable as of December 31, 2022 was $130.2 million and $129.2 million, respectively.
Restricted Stock
We have granted restricted stock awards to our employees, directors and consultants under our stock incentive plan. These common shares carry a legend which typically restricts their transferability for a term of one to five years and are forfeited in the event the recipient’s employment or relationship with us is terminated prior to the lapse of the restriction. In addition, certain restricted stock awards require us or the recipient to achieve minimum performance targets in order for these awards to vest.
In 2022, we granted 1.8 million shares of restricted stock and 0.2 million shares of performance-based awards, respectively, under our stock incentive plan. These awards will vest on the grant date or over a period of one month to six years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.
In 2021, we granted 0.8 million shares of restricted stock under our stock incentive plan. These awards will all vest on the grant date or over a period of six months to four years.
In 2020, we granted 2.1 million shares of restricted stock and 0.3 million shares of performance-based awards, respectively, under our stock incentive plan. These awards will all vest over a period of three months to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met. As of December 31, 2021, the performance-based criteria for these awards were not met and such awards were forfeited.
The following table presents a summary of our unvested restricted stock awards outstanding at December 31, 2022, 2021 and 2020 (“Price” reflects the weighted average share price at the date of grant):
| Restricted Stock | |||||||||||
| Awards | Price | ||||||||||
| (in thousands, except per share data) | |||||||||||
| Unvested at December 31, 2019 | 1,170 | $ | 45.80 | ||||||||
| Granted | 2,454 | 55.52 | |||||||||
| Forfeited | (106) | 53.26 | |||||||||
| Vested | (1,929) | 47.48 | |||||||||
| Unvested at December 31, 2020 | 1,589 | $ | 58.19 | ||||||||
| Granted | 758 | 86.57 | |||||||||
| Forfeited | (361) | 61.18 | |||||||||
| Vested | (1,126) | 61.25 | |||||||||
| Unvested at December 31, 2021 | 860 | $ | 78.48 | ||||||||
| Granted | 2,002 | 103.34 | |||||||||
| Forfeited | (22) | 80.57 | |||||||||
| Vested | (1,844) | 99.68 | |||||||||
| Unvested at December 31, 2022 | 996 | $ | 89.22 |
The total grant date fair market value of the shares issued upon the vesting of restricted stock awards during the years ended December 31, 2022, 2021 and 2020 was $183.8 million, $69.2 million and $91.6 million, respectively.
Deferred Stock
We granted deferred stock awards to our employees where the employees are entitled to receive shares of common stock in the future. Deferred stock can only be settled in stock as determined at the time of the grant. All of the deferred stock awards require us to achieve minimum market conditions in order for these awards to issue and vest.
In 2022, we granted 2.2 million shares of deferred stock awards with market conditions under our stock incentive plans. These awards will vest over five to six years if specified stock prices are achieved over a specific number of days during the five to six years. As of December 31, 2022, there were no deferred stock awards outstanding for which the minimum market conditions have been met.
In 2020, we achieved minimum market conditions resulting in the issuance of 0.8 million shares of restricted stock, subject to vesting over one to four years.
The following table presents a summary of our unvested deferred stock awards outstanding at December 31, 2022, 2021 and 2020 (“Price” reflects the weighted average grant date fair value):
| Deferred Stock | |||||||||||
| Awards | Price | ||||||||||
| (in thousands, except per share data) | |||||||||||
| Unvested at December 31, 2019 | 2,486 | $ | 26.63 | ||||||||
| Awarded | — | 0.00 | |||||||||
| Forfeited | — | 0.00 | |||||||||
| Vested | (119) | 28.80 | |||||||||
| Unvested at December 31, 2020 | 2,367 | $ | 26.53 | ||||||||
| Awarded | — | 0.00 | |||||||||
| Forfeited | — | 0.00 | |||||||||
| Vested | (175) | 26.12 | |||||||||
| Unvested at December 31, 2021 | 2,192 | $ | 26.56 | ||||||||
| Awarded | 2,160 | 59.79 | |||||||||
| Forfeited | — | 0.00 | |||||||||
| Vested | (2,192) | 26.56 | |||||||||
| Unvested at December 31, 2022 | 2,160 | $ | 59.79 |
NOTE 14—OTHER INFORMATION
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| (in thousands) | |||||||||||
| The following details the components of “Other current assets”: | |||||||||||
| Inventory | $ | 38,725 | $ | 33,826 | |||||||
| Notes receivable | 34,228 | 19,206 | |||||||||
| Other | 58,986 | 21,802 | |||||||||
| Total other current assets | $ | 131,939 | $ | 74,834 | |||||||
| The following details the components of “Other long-term assets”: | |||||||||||
| Investments in nonconsolidated affiliates | $ | 408,789 | $ | 293,645 | |||||||
| Notes receivable | 92,630 | 69,371 | |||||||||
| Other | 223,570 | 185,437 | |||||||||
| Total other long-term assets | $ | 724,989 | $ | 548,453 | |||||||
| The following details the components of “Accrued expenses”: | |||||||||||
| Accrued compensation and benefits | $ | 540,018 | $ | 287,079 | |||||||
| Accrued event expenses | 802,460 | 467,189 | |||||||||
| Accrued insurance | 137,886 | 122,783 | |||||||||
| Accrued legal | 19,820 | 18,102 | |||||||||
| Collections on behalf of others | 53,886 | 83,403 | |||||||||
| Accrued ticket refunds | 31,095 | 36,661 | |||||||||
| Other | 783,269 | 630,689 | |||||||||
| Total accrued expenses | $ | 2,368,434 | $ | 1,645,906 | |||||||
| The following details the components of “Other current liabilities”: | |||||||||||
| Contingent and deferred purchase consideration | $ | 27,849 | $ | 49,827 | |||||||
| Other | 40,867 | 33,260 | |||||||||
| Total other current liabilities | $ | 68,716 | $ | 83,087 | |||||||
| The following details the components of “Other long-term liabilities”: | |||||||||||
| Deferred income taxes | $ | 305,524 | $ | 236,549 | |||||||
| Deferred revenue | 56,953 | 116,682 | |||||||||
| Contingent and deferred purchase consideration | 55,981 | 13,256 | |||||||||
| Other | 37,513 | 65,094 | |||||||||
| Total other long-term liabilities | $ | 455,971 | $ | 431,581 |
NOTE 15—GEOGRAPHIC DATA
The following table provides revenue and long-lived assets, including right-of-use (ROU) assets, for our foreign operations included in the consolidated financial statements:
| Europe | Other Foreign | Total Foreign | Domestic | Consolidated Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||
| Revenue | $ | 3,160,268 | $ | 2,474,495 | $ | 5,634,763 | $ | 11,046,491 | $ | 16,681,254 | |||||||||||||||||||
| Long-lived assets, including ROU assets | $ | 771,230 | $ | 226,752 | $ | 997,982 | $ | 2,061,076 | $ | 3,059,058 | |||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||
| Revenue | $ | 869,628 | $ | 316,462 | $ | 1,186,090 | $ | 5,082,357 | $ | 6,268,447 | |||||||||||||||||||
| Long-lived assets, including ROU assets | $ | 588,955 | $ | 194,777 | $ | 783,732 | $ | 1,847,108 | $ | 2,630,840 | |||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||
| Revenue | $ | 407,382 | $ | 257,912 | $ | 665,294 | $ | 1,195,884 | $ | 1,861,178 | |||||||||||||||||||
| Long-lived assets, including ROU assets | $ | 609,933 | $ | 126,501 | $ | 736,434 | $ | 1,789,203 | $ | 2,525,637 |
NOTE 16—SUBSEQUENT EVENTS
In January 2023, we issued $1.0 billion principal amount of 3.125% convertible senior notes due 2029. In conjunction with this issuance, we used approximately $485.8 million of the net proceeds from the notes 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 the 2.5% convertible notes of $27.4 million. In addition, we paid debt issuance costs of $15.0 million that will be amortized using the effective interest rate method over the term of the related senior notes.
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 shares of common stock or, at our election, cash or a combination of cash and shares of common stock. Assuming we fully settled the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 9.2 million.
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.
In connection with the issuance of the 3.125% convertible senior notes due 2029, we entered into privately negotiated capped call transactions with one or more 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 approximately $75.5 million.
Any remaining proceeds after the repurchase of a portion of the 2.5% convertible senior notes due 2023, debt issuance costs and capped call transactions will be used for general corporate purposes.
In February 2023, we entered into Amendment No. 10 (the “Amendment”) to our Credit Agreement (as amended, restated, supplemented or modified prior to Amendment No. 10, the “Credit Agreement” and as amended by Amendment No. 10, the “Amended Credit Agreement”), dated as of May 6, 2010. The Amendment provides for, among other things: (i) replacement of the benchmark reference rate of the Eurodollar Rate (as defined in the Credit Agreement) (x) with the Term SOFR Rate for borrowings denominated in Dollars and (y) for each Alternative Currency (as defined in the Amended 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.
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