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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3247759
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I—FINANCIAL INFORMATION
|
|
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|
||
|
||
|
||
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||
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PART II—OTHER INFORMATION
|
|
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AOCI
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Accumulated other comprehensive income (loss)
|
AOI
|
Adjusted operating income (loss)
|
Company
|
Live Nation Entertainment, Inc. and subsidiaries
|
FASB
|
Financial Accounting Standards Board
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GAAP
|
United States Generally Accepted Accounting Principles
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Liberty Media
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Liberty Media Corporation
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Live Nation
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Live Nation Entertainment, Inc. and subsidiaries
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SEC
|
United States Securities and Exchange Commission
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Ticketmaster
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For periods prior to May 6, 2010, Ticketmaster means Ticketmaster Entertainment LLC and its predecessor companies (including without limitation Ticketmaster Entertainment, Inc.); for periods on and after May 6, 2010, Ticketmaster means the Ticketmaster ticketing business of the Company
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
|
|
(as adjusted)
|
||||
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(in thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,606,658
|
|
|
$
|
1,382,029
|
|
Accounts receivable, less allowance of $20,141 and $17,489, respectively
|
434,543
|
|
|
419,301
|
|
||
Prepaid expenses
|
573,843
|
|
|
440,272
|
|
||
Other current assets
|
38,069
|
|
|
26,089
|
|
||
Total current assets
|
2,653,113
|
|
|
2,267,691
|
|
||
Property, plant and equipment
|
|
|
|
||||
Land, buildings and improvements
|
795,031
|
|
|
808,116
|
|
||
Computer equipment and capitalized software
|
457,301
|
|
|
454,925
|
|
||
Furniture and other equipment
|
207,831
|
|
|
209,624
|
|
||
Construction in progress
|
86,096
|
|
|
78,111
|
|
||
|
1,546,259
|
|
|
1,550,776
|
|
||
Less accumulated depreciation
|
870,467
|
|
|
855,439
|
|
||
|
675,792
|
|
|
695,337
|
|
||
Intangible assets
|
|
|
|
||||
Definite-lived intangible assets, net
|
664,998
|
|
|
682,713
|
|
||
Indefinite-lived intangible assets
|
369,324
|
|
|
369,480
|
|
||
Goodwill
|
1,421,618
|
|
|
1,479,037
|
|
||
Other long-term assets
|
553,556
|
|
|
474,103
|
|
||
Total assets
|
$
|
6,338,401
|
|
|
$
|
5,968,361
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable, client accounts
|
$
|
734,540
|
|
|
$
|
658,108
|
|
Accounts payable
|
59,762
|
|
|
74,151
|
|
||
Accrued expenses
|
544,471
|
|
|
675,880
|
|
||
Deferred revenue
|
1,081,883
|
|
|
543,122
|
|
||
Current portion of long-term debt, net
|
64,104
|
|
|
47,443
|
|
||
Other current liabilities
|
22,221
|
|
|
12,035
|
|
||
Total current liabilities
|
2,506,981
|
|
|
2,010,739
|
|
||
Long-term debt, net
|
1,968,771
|
|
|
1,995,957
|
|
||
Long-term deferred income taxes
|
195,387
|
|
|
196,759
|
|
||
Other long-term liabilities
|
111,894
|
|
|
112,204
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
166,816
|
|
|
168,855
|
|
||
Stockholders’ equity
|
|
|
|
||||
Common stock
|
2,009
|
|
|
2,004
|
|
||
Additional paid-in capital
|
2,416,164
|
|
|
2,414,428
|
|
||
Accumulated deficit
|
(1,100,882
|
)
|
|
(1,042,603
|
)
|
||
Cost of shares held in treasury
|
(6,865
|
)
|
|
(6,865
|
)
|
||
Accumulated other comprehensive loss
|
(114,478
|
)
|
|
(70,010
|
)
|
||
Total Live Nation stockholders’ equity
|
1,195,948
|
|
|
1,296,954
|
|
||
Noncontrolling interests
|
192,604
|
|
|
186,893
|
|
||
Total equity
|
1,388,552
|
|
|
1,483,847
|
|
||
Total liabilities and equity
|
$
|
6,338,401
|
|
|
$
|
5,968,361
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands except share and per share data)
|
||||||
Revenue
|
$
|
1,120,312
|
|
|
$
|
1,127,316
|
|
Operating expenses:
|
|
|
|
||||
Direct operating expenses
|
721,289
|
|
|
731,151
|
|
||
Selling, general and administrative expenses
|
314,545
|
|
|
302,405
|
|
||
Depreciation and amortization
|
84,541
|
|
|
82,588
|
|
||
Loss on disposal of operating assets
|
39
|
|
|
506
|
|
||
Corporate expenses
|
24,360
|
|
|
21,174
|
|
||
Acquisition transaction expenses
|
(527
|
)
|
|
1,800
|
|
||
Operating loss
|
(23,935
|
)
|
|
(12,308
|
)
|
||
Interest expense
|
25,363
|
|
|
24,492
|
|
||
Interest income
|
(1,565
|
)
|
|
(666
|
)
|
||
Equity in earnings of nonconsolidated affiliates
|
(2,980
|
)
|
|
(2,806
|
)
|
||
Other expense (income), net
|
21,028
|
|
|
(1,176
|
)
|
||
Loss before income taxes
|
(65,781
|
)
|
|
(32,152
|
)
|
||
Income tax expense (benefit)
|
745
|
|
|
(2,055
|
)
|
||
Net loss
|
(66,526
|
)
|
|
(30,097
|
)
|
||
Net income (loss) attributable to noncontrolling interests
|
(8,247
|
)
|
|
2,351
|
|
||
Net loss attributable to common stockholders of Live Nation
|
$
|
(58,279
|
)
|
|
$
|
(32,448
|
)
|
|
|
|
|
||||
Basic and diluted net loss per common share attributable to common stockholders of Live Nation
|
$
|
(0.31
|
)
|
|
$
|
(0.17
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
||||
Basic and diluted
|
200,155,435
|
|
|
197,857,662
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Net loss
|
$
|
(66,526
|
)
|
|
$
|
(30,097
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Unrealized gain (loss) on cash flow hedges
|
182
|
|
|
(3
|
)
|
||
Realized loss on cash flow hedges
|
13
|
|
|
17
|
|
||
Change in funded status of defined benefit pension plan
|
5
|
|
|
30
|
|
||
Foreign currency translation adjustments
|
(44,668
|
)
|
|
9,819
|
|
||
Comprehensive loss
|
(110,994
|
)
|
|
(20,234
|
)
|
||
Comprehensive income (loss) attributable to noncontrolling interests
|
(8,247
|
)
|
|
2,351
|
|
||
Comprehensive loss attributable to common stockholders of Live Nation
|
$
|
(102,747
|
)
|
|
$
|
(22,585
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(66,526
|
)
|
|
$
|
(30,097
|
)
|
Reconciling items:
|
|
|
|
||||
Depreciation
|
32,134
|
|
|
30,619
|
|
||
Amortization
|
52,407
|
|
|
51,969
|
|
||
Deferred income tax expense (benefit)
|
4,371
|
|
|
(8,729
|
)
|
||
Amortization of debt issuance costs, discounts and premium, net
|
2,644
|
|
|
4,737
|
|
||
Non-cash compensation expense
|
9,497
|
|
|
10,018
|
|
||
Loss on disposal of operating assets
|
39
|
|
|
506
|
|
||
Equity in earnings of nonconsolidated affiliates, net of distributions
|
(71
|
)
|
|
(1,895
|
)
|
||
Other, net
|
(3,542
|
)
|
|
(3,173
|
)
|
||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
||||
Increase in accounts receivable
|
(47,700
|
)
|
|
(77,980
|
)
|
||
Increase in prepaid expenses
|
(166,759
|
)
|
|
(162,276
|
)
|
||
Increase in other assets
|
(43,629
|
)
|
|
(16,496
|
)
|
||
Increase in accounts payable, accrued expenses and other liabilities
|
6,421
|
|
|
38,067
|
|
||
Increase in deferred revenue
|
563,260
|
|
|
531,338
|
|
||
Net cash provided by operating activities
|
342,546
|
|
|
366,608
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Investments made in nonconsolidated affiliates
|
(3,913
|
)
|
|
(823
|
)
|
||
Purchases of property, plant and equipment
|
(29,365
|
)
|
|
(24,523
|
)
|
||
Cash paid for acquisitions, net of cash acquired
|
(15,879
|
)
|
|
(11,634
|
)
|
||
Other, net
|
(1,426
|
)
|
|
(554
|
)
|
||
Net cash used in investing activities
|
(50,583
|
)
|
|
(37,534
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from long-term debt, net of debt issuance costs
|
101
|
|
|
43
|
|
||
Payments on long-term debt
|
(8,682
|
)
|
|
(6,547
|
)
|
||
Contributions from noncontrolling interests
|
—
|
|
|
81
|
|
||
Distributions to noncontrolling interests
|
(3,858
|
)
|
|
(4,195
|
)
|
||
Purchases and sales of noncontrolling interests, net
|
(8,302
|
)
|
|
(102
|
)
|
||
Proceeds from exercise of stock options
|
3,541
|
|
|
7,919
|
|
||
Payments for deferred and contingent consideration
|
(2,000
|
)
|
|
(1,951
|
)
|
||
Net cash used in financing activities
|
(19,200
|
)
|
|
(4,752
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(48,134
|
)
|
|
5,636
|
|
||
Net increase in cash and cash equivalents
|
224,629
|
|
|
329,958
|
|
||
Cash and cash equivalents at beginning of period
|
1,382,029
|
|
|
1,299,184
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,606,658
|
|
|
$
|
1,629,142
|
|
|
Revenue-
generating
contracts
|
|
Client /
vendor
relationships
|
|
Non-compete
agreements
|
|
Venue
management
and
leaseholds
|
|
Technology
|
|
Trademarks
and
naming
rights
|
|
Other
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Gross carrying amount
|
$
|
635,127
|
|
|
$
|
355,992
|
|
|
$
|
123,552
|
|
|
$
|
83,322
|
|
|
$
|
15,330
|
|
|
$
|
24,266
|
|
|
$
|
3,581
|
|
|
$
|
1,241,170
|
|
Accumulated amortization
|
(272,071
|
)
|
|
(123,195
|
)
|
|
(98,512
|
)
|
|
(50,490
|
)
|
|
(4,246
|
)
|
|
(8,701
|
)
|
|
(1,242
|
)
|
|
(558,457
|
)
|
||||||||
Net
|
363,056
|
|
|
232,797
|
|
|
25,040
|
|
|
32,832
|
|
|
11,084
|
|
|
15,565
|
|
|
2,339
|
|
|
682,713
|
|
||||||||
Gross carrying amount:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisitions— current year
|
10,486
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,486
|
|
||||||||
Acquisitions— prior year
|
6,424
|
|
|
(1,817
|
)
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
4,617
|
|
||||||||
Foreign exchange
|
(15,499
|
)
|
|
(6,069
|
)
|
|
—
|
|
|
(1,865
|
)
|
|
(281
|
)
|
|
(593
|
)
|
|
—
|
|
|
(24,307
|
)
|
||||||||
Other
(1)
|
(5,100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
628
|
|
|
—
|
|
|
(4,472
|
)
|
||||||||
Net change
|
(3,689
|
)
|
|
7,114
|
|
|
—
|
|
|
(1,865
|
)
|
|
(271
|
)
|
|
35
|
|
|
—
|
|
|
1,324
|
|
||||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Amortization
|
(13,757
|
)
|
|
(12,334
|
)
|
|
(2,952
|
)
|
|
(2,034
|
)
|
|
(824
|
)
|
|
(598
|
)
|
|
(100
|
)
|
|
(32,599
|
)
|
||||||||
Foreign exchange
|
6,607
|
|
|
1,165
|
|
|
—
|
|
|
1,047
|
|
|
7
|
|
|
331
|
|
|
—
|
|
|
9,157
|
|
||||||||
Other
(1)
|
5,024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
|
—
|
|
|
4,403
|
|
||||||||
Net change
|
(2,126
|
)
|
|
(11,169
|
)
|
|
(2,952
|
)
|
|
(987
|
)
|
|
(817
|
)
|
|
(888
|
)
|
|
(100
|
)
|
|
(19,039
|
)
|
||||||||
Balance as of March 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Gross carrying amount
|
631,438
|
|
|
363,106
|
|
|
123,552
|
|
|
81,457
|
|
|
15,059
|
|
|
24,301
|
|
|
3,581
|
|
|
1,242,494
|
|
||||||||
Accumulated amortization
|
(274,197
|
)
|
|
(134,364
|
)
|
|
(101,464
|
)
|
|
(51,477
|
)
|
|
(5,063
|
)
|
|
(9,589
|
)
|
|
(1,342
|
)
|
|
(577,496
|
)
|
||||||||
Net
|
$
|
357,241
|
|
|
$
|
228,742
|
|
|
$
|
22,088
|
|
|
$
|
29,980
|
|
|
$
|
9,996
|
|
|
$
|
14,712
|
|
|
$
|
2,239
|
|
|
$
|
664,998
|
|
(1)
|
Other includes net downs of fully amortized or impaired assets.
|
|
Weighted-
Average
Life (years)
|
|
|
Revenue-generating contracts
|
5
|
Client/vendor relationships
|
8
|
All categories
|
7
|
|
Concerts
|
|
Ticketing
|
|
Artist
Nation
|
|
Sponsorship
& Advertising
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance as of December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
577,891
|
|
|
$
|
657,631
|
|
|
$
|
345,513
|
|
|
$
|
302,865
|
|
|
$
|
1,883,900
|
|
Accumulated impairment losses
|
(386,915
|
)
|
|
—
|
|
|
(17,948
|
)
|
|
—
|
|
|
(404,863
|
)
|
|||||
Net
|
190,976
|
|
|
657,631
|
|
|
327,565
|
|
|
302,865
|
|
|
1,479,037
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions—current year
|
5,465
|
|
|
—
|
|
|
4,800
|
|
|
2,642
|
|
|
12,907
|
|
|||||
Acquisitions—prior year
|
(42,759
|
)
|
|
7,055
|
|
|
4,225
|
|
|
(6,856
|
)
|
|
(38,335
|
)
|
|||||
Foreign exchange
|
(8,590
|
)
|
|
(8,345
|
)
|
|
(1,253
|
)
|
|
(13,803
|
)
|
|
(31,991
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of March 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
532,007
|
|
|
656,341
|
|
|
353,285
|
|
|
284,848
|
|
|
1,826,481
|
|
|||||
Accumulated impairment losses
|
(386,915
|
)
|
|
—
|
|
|
(17,948
|
)
|
|
—
|
|
|
(404,863
|
)
|
|||||
Net
|
$
|
145,092
|
|
|
$
|
656,341
|
|
|
$
|
335,337
|
|
|
$
|
284,848
|
|
|
$
|
1,421,618
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
|
|
(in thousands)
|
||||||
Principal owner, director and executive related-party revenue
|
|
$
|
1,521
|
|
|
$
|
459
|
|
Principal owner, director and executive related-party expense
|
|
$
|
428
|
|
|
$
|
128
|
|
Principal owner, director and executive capital expenditures
|
|
$
|
91
|
|
|
$
|
—
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
|||||||
Other related-party revenue
|
|
$
|
1,026
|
|
|
$
|
1,247
|
|
Other related-party expenses
|
|
$
|
3,390
|
|
|
$
|
4,509
|
|
|
Live Nation
Stockholders’ Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|
Redeemable
Noncontrolling
Interests
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||
Balance at December 31, 2014
|
$
|
1,296,954
|
|
|
$
|
186,893
|
|
|
$
|
1,483,847
|
|
|
$
|
168,855
|
|
Non-cash and stock-based compensation
|
9,497
|
|
|
—
|
|
|
9,497
|
|
|
—
|
|
||||
Common stock issued under stock plans, net of shares withheld for employee taxes
|
(5,115
|
)
|
|
—
|
|
|
(5,115
|
)
|
|
—
|
|
||||
Exercise of stock options
|
3,541
|
|
|
—
|
|
|
3,541
|
|
|
—
|
|
||||
Acquisitions
|
—
|
|
|
16,032
|
|
|
16,032
|
|
|
—
|
|
||||
Purchases of noncontrolling interests
|
(4,449
|
)
|
|
(3,423
|
)
|
|
(7,872
|
)
|
|
—
|
|
||||
Sales of noncontrolling interests
|
2,156
|
|
|
352
|
|
|
2,508
|
|
|
100
|
|
||||
Redeemable noncontrolling interests fair value adjustments
|
(3,889
|
)
|
|
—
|
|
|
(3,889
|
)
|
|
3,889
|
|
||||
Cash distributions
|
—
|
|
|
(3,858
|
)
|
|
(3,858
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
(1,173
|
)
|
|
(1,173
|
)
|
|
—
|
|
||||
Comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
(58,279
|
)
|
|
(2,219
|
)
|
|
(60,498
|
)
|
|
(6,028
|
)
|
||||
Unrealized gain on cash flow hedges
|
182
|
|
|
—
|
|
|
182
|
|
|
—
|
|
||||
Realized loss on cash flow hedges
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Change in funded status of defined benefit pension plan
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(44,668
|
)
|
|
—
|
|
|
(44,668
|
)
|
|
—
|
|
||||
Balance at March 31, 2015
|
$
|
1,195,948
|
|
|
$
|
192,604
|
|
|
$
|
1,388,552
|
|
|
$
|
166,816
|
|
|
|
Gains and Losses On Cash Flow Hedges
|
|
Defined Benefit Pension Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Balance at December 31, 2014
|
|
$
|
(25
|
)
|
|
$
|
(581
|
)
|
|
$
|
(69,404
|
)
|
|
$
|
(70,010
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
182
|
|
|
5
|
|
|
(44,668
|
)
|
|
(44,481
|
)
|
||||
Amount reclassified from AOCI
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Net other comprehensive income (loss)
|
|
195
|
|
|
5
|
|
|
(44,668
|
)
|
|
(44,468
|
)
|
||||
Balance at March 31, 2015
|
|
$
|
170
|
|
|
$
|
(576
|
)
|
|
$
|
(114,072
|
)
|
|
$
|
(114,478
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands except share and per share data)
|
||||||
Net loss attributable to common stockholders of Live Nation
|
$
|
(58,279
|
)
|
|
$
|
(32,448
|
)
|
Accretion of redeemable noncontrolling interests
|
(3,889
|
)
|
|
(2,044
|
)
|
||
Net loss available to common stockholders of Live Nation—basic and diluted
|
$
|
(62,168
|
)
|
|
$
|
(34,492
|
)
|
Weighted average common shares—basic and diluted
|
200,155,435
|
|
|
197,857,662
|
|
||
Basic and diluted net loss per common share attributable to common stockholders of Live Nation
|
$
|
(0.31
|
)
|
|
$
|
(0.17
|
)
|
|
Three Months Ended
March 31, |
||||
|
2015
|
|
2014
|
||
|
(in thousands)
|
||||
Options to purchase shares of common stock
|
18,400
|
|
|
18,060
|
|
Restricted stock awards—unvested
|
984
|
|
|
1,868
|
|
Conversion shares related to the convertible senior notes
|
7,930
|
|
|
8,105
|
|
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding
|
27,314
|
|
|
28,033
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
|||||||
Selling, general and administrative expenses
|
|
$
|
4,742
|
|
|
$
|
4,920
|
|
Corporate expenses
|
|
4,755
|
|
|
5,098
|
|
||
Total
|
|
$
|
9,497
|
|
|
$
|
10,018
|
|
|
|
Three Months Ended
March 31, |
|
%
Change |
||||||
|
2015
|
|
2014
|
|
||||||
|
|
(in thousands)
|
|
|
||||||
Revenue
|
|
$
|
1,120,312
|
|
|
$
|
1,127,316
|
|
|
(1)%
|
Operating expenses:
|
|
|
|
|
|
|
||||
Direct operating expenses
|
|
721,289
|
|
|
731,151
|
|
|
(1)%
|
||
Selling, general and administrative expenses
|
|
314,545
|
|
|
302,405
|
|
|
4%
|
||
Depreciation and amortization
|
|
84,541
|
|
|
82,588
|
|
|
2%
|
||
Loss on disposal of operating assets
|
|
39
|
|
|
506
|
|
|
*
|
||
Corporate expenses
|
|
24,360
|
|
|
21,174
|
|
|
15%
|
||
Acquisition transaction expenses
|
|
(527
|
)
|
|
1,800
|
|
|
*
|
||
Operating loss
|
|
(23,935
|
)
|
|
(12,308
|
)
|
|
(94)%
|
||
Operating margin
|
|
(2.1
|
)%
|
|
(1.1
|
)%
|
|
|
||
Interest expense
|
|
25,363
|
|
|
24,492
|
|
|
|
||
Interest income
|
|
(1,565
|
)
|
|
(666
|
)
|
|
|
||
Equity in earnings of nonconsolidated affiliates
|
|
(2,980
|
)
|
|
(2,806
|
)
|
|
|
||
Other expense (income), net
|
|
21,028
|
|
|
(1,176
|
)
|
|
|
||
Loss before income taxes
|
|
(65,781
|
)
|
|
(32,152
|
)
|
|
|
||
Income tax expense (benefit)
|
|
745
|
|
|
(2,055
|
)
|
|
|
||
Net loss
|
|
(66,526
|
)
|
|
(30,097
|
)
|
|
|
||
Net income (loss) attributable to noncontrolling interests
|
|
(8,247
|
)
|
|
2,351
|
|
|
|
||
Net loss attributable to common stockholders of Live Nation
|
|
$
|
(58,279
|
)
|
|
$
|
(32,448
|
)
|
|
|
*
|
Percentages are not meaningful.
|
|
|
Three Months Ended
March 31, |
||||
|
|
2015
|
|
2014
|
||
Concerts
(1)
|
|
|
|
|
||
Estimated events:
|
|
|
|
|
||
North America
|
|
3,405
|
|
|
3,247
|
|
International
|
|
1,630
|
|
|
1,559
|
|
Total estimated events
|
|
5,035
|
|
|
4,806
|
|
Estimated fans (rounded):
|
|
|
|
|
||
North America
|
|
5,439,000
|
|
|
5,700,000
|
|
International
|
|
3,143,000
|
|
|
3,297,000
|
|
Total estimated fans
|
|
8,582,000
|
|
|
8,997,000
|
|
Ticketing
(2)
|
|
|
|
|
||
Number of tickets sold (in thousands)
|
|
37,920
|
|
|
36,652
|
|
(1)
|
Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins, but the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.
|
(2)
|
The number of tickets sold includes primary tickets only. This metric includes tickets sold during the period regardless of event timing except for our promoted events in our owned or operated venues and in certain European territories where these tickets are reported as the events occur. The total number of tickets sold reported for the
three
months ended
March 31, 2015
and
2014
excludes approximately
72 million
and
73 million
, respectively, of tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, for which we do not receive a fee.
|
|
Three Months Ended
March 31, |
|
%
Change |
||||||
|
2015
|
|
2014
|
|
|
||||
|
(in thousands)
|
|
|
||||||
Revenue
|
$
|
623,234
|
|
|
$
|
662,490
|
|
|
(6)%
|
Direct operating expenses
|
485,972
|
|
|
517,155
|
|
|
(6)%
|
||
Selling, general and administrative expenses
|
150,990
|
|
|
149,916
|
|
|
1%
|
||
Depreciation and amortization
|
29,181
|
|
|
28,520
|
|
|
2%
|
||
Loss on disposal of operating assets
|
226
|
|
|
510
|
|
|
*
|
||
Acquisition transaction expenses
|
(566
|
)
|
|
327
|
|
|
*
|
||
Operating loss
|
$
|
(42,569
|
)
|
|
$
|
(33,938
|
)
|
|
(25)%
|
Operating margin
|
(6.8
|
)%
|
|
(5.1
|
)%
|
|
|
||
Adjusted operating loss **
|
$
|
(11,648
|
)
|
|
$
|
(2,637
|
)
|
|
*
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Three Months Ended
March 31, |
|
%
Change |
||||||
|
2015
|
|
2014
|
|
|
||||
|
(in thousands)
|
|
|
||||||
Revenue
|
$
|
375,630
|
|
|
$
|
354,461
|
|
|
6%
|
Direct operating expenses
|
185,692
|
|
|
172,591
|
|
|
8%
|
||
Selling, general and administrative expenses
|
112,413
|
|
|
114,020
|
|
|
(1)%
|
||
Depreciation and amortization
|
43,296
|
|
|
45,983
|
|
|
(6)%
|
||
Gain on disposal of operating assets
|
(149
|
)
|
|
(74
|
)
|
|
*
|
||
Acquisition transaction expenses
|
147
|
|
|
5
|
|
|
*
|
||
Operating income
|
$
|
34,231
|
|
|
$
|
21,936
|
|
|
56%
|
Operating margin
|
9.1
|
%
|
|
6.2
|
%
|
|
|
||
Adjusted operating income **
|
$
|
78,388
|
|
|
$
|
70,017
|
|
|
12%
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Three Months Ended
March 31, |
|
%
Change |
||||||
|
2015
|
|
2014
|
|
|
||||
|
(in thousands)
|
|
|
||||||
Revenue
|
$
|
77,945
|
|
|
$
|
72,556
|
|
|
7%
|
Direct operating expenses
|
46,830
|
|
|
42,076
|
|
|
11%
|
||
Selling, general and administrative expenses
|
37,214
|
|
|
25,793
|
|
|
44%
|
||
Depreciation and amortization
|
10,035
|
|
|
7,771
|
|
|
29%
|
||
Loss on disposal of operating assets
|
—
|
|
|
33
|
|
|
*
|
||
Acquisition transaction expenses
|
6
|
|
|
453
|
|
|
*
|
||
Operating loss
|
$
|
(16,140
|
)
|
|
$
|
(3,570
|
)
|
|
*
|
Operating margin
|
(20.7
|
)%
|
|
(4.9
|
)%
|
|
|
||
Adjusted operating income (loss)**
|
$
|
(4,767
|
)
|
|
$
|
5,144
|
|
|
*
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Three Months Ended
March 31, |
|
%
Change |
||||||
|
2015
|
|
2014
|
|
|
||||
|
(in thousands)
|
|
|
||||||
Revenue
|
$
|
52,097
|
|
|
$
|
45,388
|
|
|
15%
|
Direct operating expenses
|
10,628
|
|
|
8,064
|
|
|
32%
|
||
Selling, general and administrative expenses
|
13,094
|
|
|
11,921
|
|
|
10%
|
||
Depreciation and amortization
|
1,988
|
|
|
204
|
|
|
*
|
||
Operating income
|
$
|
26,387
|
|
|
$
|
25,199
|
|
|
5%
|
Operating margin
|
50.6
|
%
|
|
55.5
|
%
|
|
|
||
Adjusted operating income **
|
$
|
28,842
|
|
|
$
|
25,755
|
|
|
12%
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Adjusted
operating
income
(loss)
|
|
Non-cash
and stock-
based
compensation
expense
|
|
Loss (gain)
on disposal of
operating
assets
|
|
Depreciation
and
amortization
|
|
Acquisition
expenses
|
|
Operating
income
(loss)
|
||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
||||||||||||||||
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Concerts
|
$
|
(11,648
|
)
|
|
$
|
2,080
|
|
|
$
|
226
|
|
|
$
|
29,181
|
|
|
$
|
(566
|
)
|
|
$
|
(42,569
|
)
|
Ticketing
|
78,388
|
|
|
863
|
|
|
(149
|
)
|
|
43,296
|
|
|
147
|
|
|
34,231
|
|
||||||
Artist Nation
|
(4,767
|
)
|
|
1,332
|
|
|
—
|
|
|
10,035
|
|
|
6
|
|
|
(16,140
|
)
|
||||||
Sponsorship & Advertising
|
28,842
|
|
|
467
|
|
|
—
|
|
|
1,988
|
|
|
—
|
|
|
26,387
|
|
||||||
Other and Eliminations
|
(1,595
|
)
|
|
—
|
|
|
—
|
|
|
(475
|
)
|
|
—
|
|
|
(1,120
|
)
|
||||||
Corporate
|
(19,605
|
)
|
|
4,755
|
|
|
(38
|
)
|
|
516
|
|
|
(114
|
)
|
|
(24,724
|
)
|
||||||
Total
|
$
|
69,615
|
|
|
$
|
9,497
|
|
|
$
|
39
|
|
|
$
|
84,541
|
|
|
$
|
(527
|
)
|
|
$
|
(23,935
|
)
|
Three Months Ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Concerts
|
$
|
(2,637
|
)
|
|
$
|
1,944
|
|
|
$
|
510
|
|
|
$
|
28,520
|
|
|
$
|
327
|
|
|
$
|
(33,938
|
)
|
Ticketing
|
70,017
|
|
|
2,167
|
|
|
(74
|
)
|
|
45,983
|
|
|
5
|
|
|
21,936
|
|
||||||
Artist Nation
|
5,144
|
|
|
457
|
|
|
33
|
|
|
7,771
|
|
|
453
|
|
|
(3,570
|
)
|
||||||
Sponsorship & Advertising
|
25,755
|
|
|
352
|
|
|
—
|
|
|
204
|
|
|
—
|
|
|
25,199
|
|
||||||
Other and Eliminations
|
401
|
|
|
—
|
|
|
—
|
|
|
(489
|
)
|
|
—
|
|
|
890
|
|
||||||
Corporate
|
(16,076
|
)
|
|
5,098
|
|
|
37
|
|
|
599
|
|
|
1,015
|
|
|
(22,825
|
)
|
||||||
Total
|
$
|
82,604
|
|
|
$
|
10,018
|
|
|
$
|
506
|
|
|
$
|
82,588
|
|
|
$
|
1,800
|
|
|
$
|
(12,308
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
(1)
|
||||
|
(in thousands)
|
||||||
Maintenance capital expenditures
|
$
|
16,336
|
|
|
$
|
8,893
|
|
Revenue generating capital expenditures
|
9,461
|
|
|
11,703
|
|
||
Total capital expenditures
|
$
|
25,797
|
|
|
$
|
20,596
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
342,546
|
|
|
$
|
366,608
|
|
Investing activities
|
$
|
(50,583
|
)
|
|
$
|
(37,534
|
)
|
Financing activities
|
$
|
(19,200
|
)
|
|
$
|
(4,752
|
)
|
Three Months Ended
March 31, |
|
Year Ended December 31,
|
||||||||
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
*
|
For the three months ended
March 31,
2015
and
2014
, fixed charges exceeded earnings before income taxes and fixed charges by
$68.8 million
and $35.0 million, respectively. For the years ended December 31,
2014
,
2013
,
2012
and
2011
, fixed charges exceeded earnings before income taxes and fixed charges by $104.0 million, $6.0 million, $142.1 million and $104.4 million, respectively.
|
LIVE NATION ENTERTAINMENT, INC.
|
|
|
|
By:
|
/s/ Brian Capo
|
|
Brian Capo
|
|
Chief Accounting Officer (Duly Authorized Officer)
|
|
|
Exhibit Description
|
|
Incorporated by Reference
|
Filed
Here
with
|
|||||||
Exhibit
No.
|
|
Form
|
|
File No.
|
|
Exhibit No.
|
|
Filing Date
|
|
|||
3.1
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc.
|
|
8-K
|
|
001-32601
|
|
3.1
|
|
6/7/2013
|
|
|
3.2
|
|
Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc.
|
|
8-K
|
|
001-32601
|
|
3.2
|
|
6/7/2013
|
|
|
10.1
|
|
Third Supplemental Indenture, dated as of March 27, 2015 among Live Nation Entertainment, Inc., Country Nation, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company N.A., as trustee
|
|
|
|
|
|
|
|
|
|
X
|
10.2
|
|
Seventh Supplemental Indenture, dated as of March 27, 2015 among Live Nation Entertainment, Inc., Country Nation, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification of Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification of Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
X
|
32.1
|
|
Section 1350 Certification of Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
X
|
32.2
|
|
Section 1350 Certification of Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
By:
|
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a general partner
|
By:
|
/s/ Jonathan Glover
|
Title: Vice President
|
|
By:
|
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a general partner
|
By:
|
/s/ Jonathan Glover
|
Title: Vice President
|
|
Date: April 30, 2015
|
|
|
|
By:
|
/s/: Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
Date: April 30, 2015
|
|
|
|
By:
|
/s/ Kathy Willard
|
|
Kathy Willard
|
|
Chief Financial Officer
|
Date: April 30, 2015
|
|
|
|
By:
|
/s/ Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
Date: April 30, 2015
|
|
|
|
By:
|
/s/ Kathy Willard
|
|
Kathy Willard
|
|
Chief Financial Officer
|