At September 30, 2024 and December 31, 2023, we had ticketing contract advances of $185.6 million and $143.9 million, respectively, recorded in prepaid expenses and $125.1 million and $135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets.
Sponsorship Agreements
At September 30, 2024, 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 11%, 36%, 27% and 26% of this revenue in the remainder of 2024, 2025, 2026 and thereafter, respectively.
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.
The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and nine months ended September 30, 2024 and 2023:
NOTE 9—CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS
In calculating our income taxes for the three and nine months ended September 30, 2024, we identified errors in our previously issued financial statements for the three and nine months ended September 30, 2023 related to the measurement of income tax expense for certain foreign subsidiaries statutory earnings.
We assessed the materiality of these errors, using both quantitative and qualitative factors, in accordance with the SEC Staff Accounting Bulletin (“SAB”) No. 99 “Materiality” and SAB 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” codified in ASC 250 “Accounting Changes and Error Corrections” and concluded these errors (including when aggregated with other errors discussed below) were immaterial to all of the previously issued consolidated financial statements but, if corrected in the current year, would be material to the current year. Under ASC 250, such prior‑year misstatements which, if corrected in the current year would be material to the current year, must be corrected by adjusting the prior‑year financial statements. Correcting prior‑year financial statements for such immaterial errors does not require previously filed reports to be amended.
In addition to the errors related to the income tax provision as noted above, we recorded other errors to correct prior periods as presented below. These errors were not previously recorded, as we concluded that they were immaterial individually and in aggregate to our previously issued consolidated financial statements.
The effects of the error corrections on our consolidated statements of operations, comprehensive income (loss), cash flows and balance sheets are presented in the tables below.
The condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2023 have also been revised to reflect the impacts to net earnings and redeemable noncontrolling interests.
The following table presents the impact of correcting the errors on the affected line items of our consolidated balance sheet as of December 31, 2023:
The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of operations for the three months ended September 30, 2023:
Three Months Ended September 30, 2023
As Reported
Adjustments
As Revised
(in thousands except per share data)
Revenue
$
8,152,019
$
2,544
$
8,154,563
Direct operating expenses
6,330,465
(32,582)
6,297,883
Operating income
618,532
35,126
653,658
Income before income taxes
596,555
35,126
631,681
Income tax expense
55,874
(5,605)
50,269
Net income
540,681
40,731
581,412
Net income attributable to noncontrolling interests
57,186
2,746
59,932
Net income attributable to common stockholders of Live Nation
483,495
37,985
521,480
Basic net income per common share available to common stockholders of Live Nation
1.85
0.16
2.01
Diluted net income per common share available to common stockholders of Live Nation
1.78
0.15
1.93
The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of comprehensive income (loss) for the three months ended September 30, 2023:
Three Months Ended September 30, 2023
As Reported
Adjustments
As Revised
(in thousands)
Net income
$
540,681
$
40,731
$
581,412
Comprehensive income
493,670
40,731
534,401
Comprehensive income attributable to noncontrolling interests
57,186
2,746
$
59,932
Comprehensive income attributable to common stockholders of Live Nation
436,484
37,985
474,469
The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of operations for the nine months ended September 30, 2023:
Nine Months Ended September 30, 2023
As Reported
Adjustments
As Revised
(in thousands except per share data)
Revenue
$
16,910,132
$
(2,496)
$
16,907,636
Direct operating expenses
12,610,832
(21,226)
12,589,606
Operating income
1,147,679
18,730
1,166,409
Income before income taxes
1,037,572
18,730
1,056,302
Income tax expense
121,362
5,708
127,070
Net income
916,210
13,022
929,232
Net income attributable to noncontrolling interests
142,202
(2,797)
139,405
Net income attributable to common stockholders of Live Nation
774,008
15,819
789,827
Basic net income per common share available to common stockholders of Live Nation
2.63
0.07
2.70
Diluted net income per common share available to common stockholders of Live Nation
The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of comprehensive income (loss) for the nine months ended September 30, 2023:
Nine Months Ended September 30, 2023
As Reported
Adjustments
As Revised
(in thousands)
Net income
$
916,210
$
13,022
$
929,232
Comprehensive income
1,018,528
13,022
1,031,550
Comprehensive income attributable to noncontrolling interests
142,202
(2,797)
139,405
Comprehensive income attributable to common stockholders of Live Nation
876,326
15,819
892,145
The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of cash flow for the nine months ended September 30, 2023:
Nine Months Ended September 30, 2023
As Reported
Adjustments
As Revised
(in thousands)
Net income
$
916,210
$
13,022
$
929,232
Increase in accounts receivable
(1,014,739)
(15,714)
(1,030,453)
Increase in accounts payable, accrued expenses and other liabilities
916,619
(13,022)
903,597
Decrease in deferred revenue
(150,487)
7,894
(142,593)
Net cash provided by operating activities
762,441
(7,820)
754,621
Net increase in cash, cash equivalents and restricted cash
342,988
(7,820)
335,168
Cash, cash equivalents and restricted cash at beginning of period
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
“Live Nation” (which may be referred to as the “Company,” “we,” “us” or “our”) means Live Nation Entertainment, Inc. and its subsidiaries, or one of our segments or subsidiaries, as the context requires. You should read the following discussion of our financial condition and results of operations together with the unaudited consolidated financial statements and notes to the financial statements included elsewhere in this quarterly report.
Special Note About Forward-Looking Statements
Certain statements contained in this quarterly report (or otherwise made by us or on our behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. Forward-looking statements include, but are not limited to, statements about our financial position, business strategy, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. We have based our forward-looking statements on our beliefs and assumptions considering the information available to us at the time the statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,” “target,” “project,” “seek,” “predict,” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth below under Part II—Other Information—Item 1A.—Risk Factors, in Part I—Item IA.—Risk Factors of our 2023 Annual Report on Form 10-K as well as other factors described herein or in our annual, quarterly and other reports we file with the SEC (collectively, “cautionary statements”). Based upon changing conditions, should any risk or uncertainty that has already materialized, worsen in scope, impact or duration, or should one or more of the currently unrealized risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend to update these forward-looking statements, except as required by applicable law.
Executive Overview
For the third quarter of 2024, the Company’s operating income decreased by 2% and AOI was up 4% versus 2023. Revenues for the third quarter decreased by 6% to $7.7 billion on both a reported and constant currency basis as compared to the same period last year, due to the reduction in stadium show volume this year. Our operating income for the quarter decreased by $14 million, or 2%, from $654 million in the third quarter of 2023 to $640 million in the third quarter of 2024 due to our Ticketing segment from the reduction in stadium show volume partially offset by improved performance from our Concerts and Sponsorship business segments. The decrease in operating income was $10 million, or 2%, at constant currency.
For the first nine months of 2024, our consolidated revenue increased by $566 million, or 3%, compared to the same period in 2023, from $16.9 billion to $17.5 billion. The increase was $651 million, or 4%, on a constant currency basis. We had consolidated operating income of $1.1 billion for the first nine months of 2024, a decrease of $102 million compared to the first nine months of 2023. Despite stronger operating performance in our Concerts and Sponsorship segments, these positive results were negatively impacted by the Astroworld estimated loss contingencies as well as reduced revenue in our Ticketing segment. Consolidated AOI for the first nine months increased by $224 million, or 13%, compared to the same period in 2023, from $1.8 billion to $2.0 billion. The increase was $250 million, or 14%, on a constant currency basis.
All of the segment financial comments to follow are based on reported foreign currency exchange rates.
Our Concerts segment revenue for the quarter decreased by $391 million, or 6%, from $7.0 billion in the third quarter of 2023 to $6.6 billion in the third quarter of 2024. The revenue reduction was the result of fewer stadium shows and fans this quarter. The total number of events for the third quarter of 2024 was approximately 12,800 compared to 12,100 in the third quarter of 2023, an increase of 700 events or 6%. The number of fans for the quarter was 50 million compared to 52 million last year, a reduction of 2 million fans or 4%. The decrease in activity largely resulted from the aforementioned change in stadium activity partially offset by more fans attending arena shows as well as theaters and clubs. We saw double digit arena fan growth globally this quarter, most notably in the United States. Some of the major acts touring in the third quarter of 2024 included Bruno Mars, Pink, Green Day, and Adele. Our larger festivals in the quarter included Rock in Rio, Lollapalooza Chicago, Rock Werchter in Belgium and Reading and Leads in the United Kingdom. Meanwhile, Concerts AOI for the quarter was $474
million compared to $341 million in the third quarter of 2023, for growth of $133 million or 39%. Operating income margins increased from 3.2% in the third quarter of 2023 to 4.5% in the third quarter of 2024 while AOI margin for the third quarter of 2024 was 7.2% compared to 4.9% last year.
For the first nine months of 2024, Concerts revenue grew $561 million compared to the same period in 2023, from $13.9 billion to $14.4 billion. For the first nine months of 2024, our Concerts fan count was nearly 112 million compared to 108 million for the same period in 2023, an increase of nearly 4 million fans or 3%. Fan growth has been driven by more activity in arenas, our owned and operated amphitheaters as well as more theater and club content. Onsite spending per fan at our United States amphitheater shows for same-store artists (those artists performing at least three amphitheater shows in either 2022 or 2023 compared to 2024) during the first nine months of 2024 is pacing ahead of full-year 2023 by 9%, driven by higher food and beverage and upsell spending. For our larger festivals, the onsite spend growth has continued as well. With roughly 85% of our festival events now played off, we have seen double-digit growth in per fan spend, driven largely by higher food and beverage and VIP sales. Concerts AOI for the first nine months increased by $238 million, or 47%, compared to the same period in 2023, from $505 million to $743 million. Operating income margins decreased from 1.5% for the first nine months of 2023 to 0.8% for the first nine months of 2024, which was impacted by the Astroworld estimated loss contingencies. AOI margin for the first nine months of 2024 was 5.1% compared to 3.6% last year.
Our Ticketing segment revenue for the quarter decreased by $144 million, or 17%, from $838 million in the third quarter of 2023 to $694 million in the third quarter of 2024. We sold approximately 83 million fee-bearing tickets in the third quarter of 2024 compared to 89 million tickets in the same period of the prior year. Our revenue and ticket sales declined due to the unprecedented volume of stadium sales last year. Despite the venue mix change, the third quarter was our fourth highest ever in terms of sales volume and our third highest ever with respect to GTV. International Ticketing also had its single biggest sales day ever in September 2024 driven by outstanding demand for Coldplay tickets in Europe. Ticketing AOI for the quarter was $236 million compared to $352 million last year for a reduction of $116 million or 33%.
For the first nine months of 2024, our Ticketing segment revenue declined by $72 million compared to the same period in 2023, from $2.2 billion to $2.1 billion. Ticketing AOI for the first nine months of 2024 decreased by $92 million compared to the same period in 2023, from $904 million to $812 million. For the first nine months of 2024, our fee-bearing ticket sales were 238 million tickets, 2 million behind 2023. We have signed clients with over 24 million net new tickets so far this year, of which two-thirds are in our international markets, which demonstrates that our ticketing platforms’ features and functionalities continue to fuel growth.
Our Sponsorship & Advertising segment revenue for the quarter increased by $24 million, or 6%, from $367 million in the third quarter of 2023 to $390 million in the third quarter of 2024. The improvement was largely due to growth in festival sponsorship income for Europe, Canada and Brazil where we hosted the Rock in Rio event this year. For the first nine months of 2024, our sponsorship growth has been driven by new and expanded ticket access deals both in North America and in our international markets as well as from onsite sponsorships. AOI for the quarter increased by $25 million, from $250 million in the third quarter of 2023 to $275 million in the third quarter of 2024. For the first nine months of 2024, our Sponsorship & Advertising revenue grew $74 million compared to the same period in 2023, from $840 million to $914 million. Sponsorship & Advertising AOI for the first nine months increased by $79 million compared to the same period in 2023, from $549 million to $628 million.
We are optimistic about the long-term potential of our Company and are focused on the key elements of our business model: expanding our global platforms to connect artists and fans.
Equity in losses (earnings) of nonconsolidated affiliates
13,987
(5,382)
Other expense (income), net
(12,268)
19,251
Income before income taxes
585,912
631,681
Income tax expense
70,229
50,269
Net income
515,683
581,412
Net income attributable to noncontrolling interests
63,878
59,932
Net income attributable to common stockholders of Live Nation
$
451,805
$
521,480
**
Constant currency is a non-GAAP financial measure. We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations.
Revenue
Revenue decreased $503.5 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily due to decreased revenue in our Concerts segment of $391.2 million and in our Ticketing segment of $143.9 million, partially offset by a $23.5 million increase in our Sponsorship & Advertising segment as further discussed within each segment’s operating results.
Operating income
Operating income decreased $14.1 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily driven by a $116.5 million decrease in our Ticketing segment partially offset by increased operating income in our Concerts segment of $70.2 million and Sponsorship & Advertising segment of $27.1 million as further discussed within each segment’s operating results.
Interest income
Interest income decreased $42.0 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily attributed to lower rate of return on our cash and cash equivalents in 2024 and a decrease in our cash and cash equivalents balance.
Other expense (income), net
For the three months ended September 30, 2024, we had other income, net of $12.3 million which includes net foreign exchange rate gains of $12.1 million. For the three months ended September 30, 2023, we had other expense, net of $19.3 million which includes net foreign exchange rate losses of $35.3 million, partially offset by mark to market adjustments for certain investments in nonconsolidated affiliates of $18.8 million. The net foreign exchange rate gains and losses result primarily from revaluation of certain foreign currency denominated net assets held internationally.
Equity in losses (earnings) of nonconsolidated affiliates
8,527
(15,047)
Other expense (income), net
(110,064)
24,235
Income before income taxes
1,040,618
1,056,302
Income tax expense
191,412
127,070
Net income
849,206
929,232
Net income attributable to noncontrolling interests
153,906
139,405
Net income attributable to common stockholders of Live Nation
$
695,300
$
789,827
____________
**
Constant currency is a non-GAAP financial measure. We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations.
Revenue
Revenue increased $566.4 million during the nine months ended September 30, 2024 as compared to the same period of the prior year driven by increased revenue in our Concerts segment of $560.7 million and Sponsorship & Advertising segment of $74.1 million, partially offset by a decrease in the Ticketing segment of $72.1 million, as further discussed within each segment’s operating results.
Operating income
Operating income decreased $102.5 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily driven by decreased operating income in our Concerts segment of $104.6 million and Ticketing segment of $93.4 million partially offset by increased operating income in our Sponsorship & Advertising segment of $90.5 million as further discussed within each segment’s operating results.
Interest income
Interest income decreased $51.1 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily attributed to lower rate of return on our cash and cash equivalents in 2024 and a decrease in our cash and cash equivalents balance.
Equity in losses (earnings) of nonconsolidated affiliates
Equity in losses (earnings) of nonconsolidated affiliates was losses of $8.5 million during the nine months ended September 30, 2024 as compared to earnings of $15.0 million for the comparable period of the prior year due to lower operating results from certain nonconsolidated affiliates.
Other expense (income), net
For the nine months ended September 30, 2024, we had other income, net of $110.1 million which primarily includes mark to market adjustments for certain investments in nonconsolidated affiliates of $94.7 million and net foreign exchange rate gains of $14.7 million. For the nine months ended September 30, 2023, we had other expense, net of $24.2 million which includes net foreign exchange rate losses of $65.1 million partially offset by mark to market adjustments for certain investments in nonconsolidated affiliates of $45.3 million. The net foreign exchange rate gains and losses result primarily from revaluation of certain foreign currency denominated net assets held internationally.
Income tax expense
For the nine months ended September 30, 2024, we had a net tax expense of $191.4 million on income before income taxes of $1.0 billion compared to a net tax expense of $127.1 million on an income before income taxes of $1.1 billion for the nine months ended September 30, 2023. For the nine months ended September 30, 2024, the income tax expense consisted of $167.4 million related to foreign entities, $4.6 million related to United States federal taxes, and $19.4 million related to state and local income taxes. The net increase in tax expense of $64.3 million was primarily due to higher income in certain non-United States jurisdictions.
Non-GAAP Measure
Consolidated AOI
Consolidated AOI is a non-GAAP financial measure that we define as consolidated operating income (loss) before certain acquisition expenses (including ongoing legal costs stemming from the Ticketmaster merger, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense. We also exclude from AOI the impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter. Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.
We use AOI to evaluate the performance of our operating segments. We believe that information about 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. AOI is not calculated or presented in accordance with GAAP. A limitation of the use of AOI as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, AOI should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI as presented herein may not be comparable to similarly titled measures of other companies.
The following table sets forth the reconciliation of consolidated operating income to consolidated AOI for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
As Revised
As Revised
(in thousands)
Operating income (1)
$
639,525
$
653,658
$
1,063,954
$
1,166,409
Acquisition expenses
94,565
40,968
95,087
79,108
Amortization of non-recoupable ticketing contract advances
16,996
16,921
62,237
58,518
Depreciation and amortization
137,001
130,653
407,324
382,352
Gain on sale of operating assets
(3,968)
(1,583)
(5,398)
(8,092)
Astroworld estimated loss contingencies
—
—
279,915
—
Stock-based compensation expense
25,712
30,572
85,450
85,905
Consolidated AOI (1)
$
909,831
$
871,189
$
1,988,569
$
1,764,200
(1) For the three and nine months ended September 30, 2023, the restatement increased our operating income and consolidated AOI by $35.1 million and $18.7 million, respectively. See further discussion in Part I — Financial Information—Item 1.—Financial Statements—Note 9 – Correction of Errors in Previously Reported Consolidated Financial Statements.
Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising.
Concerts
Revenue and related costs for events are generally deferred and recognized when the event occurs. All advertising costs incurred during the year for shows in future years are expensed at the end of the year. If a current year event is rescheduled into a future year, all advertising costs incurred to date are expensed in the period when the event is rescheduled.
Concerts direct operating expenses include artist fees, event production costs, show-related marketing and advertising expenses, along with other costs.
To judge the health of our Concerts segment, we primarily monitor the number of confirmed events and fan attendance in our network of operated and third-party venues, talent fees, average paid attendance, market ticket pricing, advance ticket sales and the number of major artist clients under management. In addition, at our operated venues and festivals, we monitor ancillary revenue per fan and premium ticket sales. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Ticketing
Revenue related to ticketing service charges is recognized when the ticket is sold for our third-party clients. For our own events, where our concert promoters or venues control ticketing, revenue is deferred and recognized when the event occurs. GTV represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge. We use GTV to evaluate changes in ticket fee revenue that are driven by the pricing of our service charges.
Ticketing direct operating expenses include call center costs and credit card fees, along with other costs.
To judge the health of our Ticketing segment, we primarily review the GTV and the number of tickets sold through our primary and secondary ticketing operations, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services. In addition, we review the number of visits to our websites, cost of customer acquisition, the purchase conversion rate, and the overall number of customers in our database. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Sponsorship & Advertising
Revenue related to sponsorship and advertising programs 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.
Sponsorship & Advertising direct operating expenses include fulfillment costs related to our sponsorship programs, along with other costs.
To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements and online advertising, and the percentage of expected revenue under contract. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
(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)North America refers to our events and fans within the United States and Canada.
(3)The fee-bearing tickets estimated above include primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates. This metric includes primary tickets sold during the year regardless of event timing, except for our own events where our concert promoters or venues control ticketing which are reported when the events occur. The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our “do it yourself” platform. These ticketing metrics are net of any refunds requested and any cancellations that occurred during the period and up to the time of reporting of these consolidated financial statements.
Our Concerts segment operating results were, and discussions of significant variances are, as follows:
Three Months Ended September 30,
% Change
Nine Months Ended September 30,
% Change
2024
2023
2024
2023
As Revised
As Revised
(in thousands)
(in thousands)
Revenue (1)
$
6,580,595
$
6,971,830
(6)%
$
14,447,009
$
13,886,333
4%
Direct operating expenses (2)
5,464,732
5,968,297
(8)%
11,943,821
11,696,081
2%
Selling, general and administrative expenses
733,459
695,257
5%
2,125,152
1,756,135
21%
Depreciation and amortization
91,207
84,912
7%
274,216
228,353
20%
Gain on disposal of operating assets
(3,974)
(1,584)
*
(5,466)
(8,143)
(33)%
Operating income (3)
$
295,171
$
224,948
31%
$
109,286
$
213,907
(49)%
Operating margin
4.5
%
3.2
%
0.8
%
1.5
%
AOI (3)
$
474,053
$
340,904
39%
$
742,936
$
504,694
47%
AOI margin
7.2
%
4.9
%
5.1
%
3.6
%
_______
*
Percentages are not meaningful.
(1)
See further discussion in Part I — Financial Information—Item 1.—Financial Statements—Note 9 – Correction of Errors in Previously Reported Consolidated Financial Statements. For the three and nine months ended September 30, 2023, the restatement decreased revenue by $2.5 million and $2.5 million, respectively.
(2)
For the three and nine months ended September 30, 2023, the restatement decreased direct operating expenses by $2.5 million and increased direct operating expenses by $2.6 million, respectively.
(3)
For the nine months ended September 30, 2023, the restatement decreased operating income and AOI by $5.1 million.
Three Months
Revenue
Concerts revenue decreased $391.2 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily due to fewer stadium shows partially offset by more arena shows. Concerts had incremental revenue of $104.0 million during the three months ended September 30, 2024 from acquisitions and new venues.
Operating results
Concerts AOI increased $133.1 million and operating income increased $70.2 million for the three months ended September 30, 2024 as compared to the same period of the prior year. The increase in AOI was primarily driven by lower direct operating expenses due to fewer stadium shows which were partially offset by a decrease in revenue discussed above. The remaining change in operating income outside of AOI of $62.9 million is primarily associated with higher acquisition expenses of $58.2 million related to certain acquisition transactions.
Nine Months
Revenue
Concerts revenue increased $560.7 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily due to increased show count and fan growth. In particular, higher arena and amphitheater shows and related fan count partially offset by fewer stadium shows contributed to the increase in revenue. Concerts had incremental revenue of $257.7 million during the nine months ended September 30, 2024 from acquisitions and new venues.
Concerts AOI increased $238.2 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily driven by an increase in revenues from the number of shows discussed above partially offset by increased direct operating expenses to support increased show count and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses as well as incremental loss from acquisitions and new venues of $22.2 million. The remaining change in operating income outside of AOI of $342.9 million is primarily associated with Astroworld estimated loss contingencies of $279.9 million and higher depreciation and amortization of $45.9 million related to capital expenditures incurred to support the increased operations.
Ticketing
Our Ticketing segment operating results were, and discussions of significant variances are, as follows:
Three Months Ended September 30,
% Change
Nine Months Ended September 30,
% Change
2024
2023
2024
2023
As Revised
As Revised
(in thousands)
(in thousands)
Revenue (1)
$
693,704
$
837,624
(17)%
$
2,147,559
$
2,219,667
(3)%
Direct operating expenses (2)
262,773
279,238
(6)%
767,696
756,731
1%
Selling, general and administrative expenses
218,826
228,746
(4)%
648,456
632,341
3%
Depreciation and amortization
26,033
27,005
(4)%
73,956
79,712
(7)%
Loss (gain) on disposal of operating assets
(17)
—
*
29
34
(15)%
Operating income (3)
$
186,089
$
302,635
(39)%
$
657,422
$
750,849
(12)%
Operating margin
26.8
%
36.1
%
30.6
%
33.8
%
AOI (3)
$
235,704
$
351,574
(33)%
$
812,352
$
904,014
(10)%
AOI margin
34.0
%
42.0
%
37.8
%
40.7
%
*
Percentages are not meaningful.
(1)
See further discussion in Part I — Financial Information—Item 1.—Financial Statements—Note 9 – Correction of Errors in Previously Reported Consolidated Financial Statements. For the three months ended September 30, 2023, the restatement increased revenue by $5.0 million.
(2)
For the three and nine months ended September 30, 2023, the restatement decreased direct operating expenses by $30.1 million and $23.8 million, respectively.
(3)
For the three and nine months ended September 30, 2023, the restatement increased operating income and AOI by $35.1 million and $23.8 million, respectively.
Three Months
Revenue
Ticketing revenue decreased $143.9 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily due to a reduction in stadium shows partially offset by higher arena sales.
Operating results
The decrease in revenue discussed above were partially offset by lower direct operating expenses due to less stadium activity resulting in a decrease in AOI of $115.9 million and operating income decrease of $116.5 million during the three months ended September 30, 2024 as compared to the same period of the prior year.
Nine Months
Revenue
Ticketing revenue decreased $72.1 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily due to a reduction in stadium shows partially offset by higher arena and amphitheater sales in 2024 as compared to 2023.
Operating results
Ticketing AOI decreased $91.7 million and operating income decreased $93.4 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily driven by lower revenue discussed above.
Our Sponsorship & Advertising segment operating results were, and discussions of significant variances are, as follows:
Three Months Ended September 30,
% Change
Nine Months Ended September 30,
% Change
2024
2023
2024
2023
(in thousands)
(in thousands)
Revenue
$
390,345
$
366,822
6%
$
913,856
$
839,799
9%
Direct operating expenses
64,842
70,902
(9)%
157,853
171,412
(8)%
Selling, general and administrative expenses
52,288
48,083
9%
134,977
126,390
7%
Depreciation and amortization
14,134
15,924
(11)%
47,216
58,687
(20)%
Loss on sale of operating assets
23
—
*
39
—
*
Operating income
$
259,058
$
231,913
12%
$
573,771
$
483,310
19%
Operating margin
66.4
%
63.2
%
62.8
%
57.6
%
AOI
$
275,329
$
250,265
10%
$
627,926
$
548,935
14%
AOI margin
70.5
%
68.2
%
68.7
%
65.4
%
_______
*
Percentages are not meaningful.
Three Months
Revenue
Sponsorship & Advertising revenue increased $23.5 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily driven by increased sponsorship activity from our international markets and onsite sponsorships.
Operating results
Sponsorship & Advertising AOI increased $25.1 million and operating income increased $27.1 million during the three months ended September 30, 2024 as compared to the same period of the prior year. These increases were primarily due to increased revenues from sponsorship activity discussed above.
Nine Months
Revenue
Sponsorship & Advertising revenue increased $74.1 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily driven by increased sponsorship activity from our North America and international markets as well as from onsite sponsorships.
Operating results
Sponsorship & Advertising AOI increased $79.0 million and operating income increased $90.5 million during the nine months ended September 30, 2024 as compared to the same period of the prior year. These increases were primarily due to higher sponsorship activity discussed above.
Our cash is centrally managed on a worldwide basis. Our primary short-term liquidity needs are to fund general working capital requirements, capital expenditures and debt service requirements while our long-term liquidity needs are primarily related to acquisitions and debt repayment. Our primary sources of funds for our short-term liquidity needs will be cash flows from operations and borrowings under our amended senior secured credit facility, while our long-term sources of funds will be from cash flows from operations, long-term bank borrowings and other debt or equity financings. We may from time to time engage in open market purchases of our outstanding debt securities or redeem or otherwise repay such debt.
Our balance sheet reflects cash and cash equivalents of $5.5 billion at September 30, 2024 and $6.2 billion at December 31, 2023. Included in the September 30, 2024 and December 31, 2023 cash and cash equivalents balances are $1.6 billion and $1.5 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, which we refer to as client cash. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis. Our foreign subsidiaries held approximately $2.7 billion in cash and cash equivalents, excluding client cash, at September 30, 2024. We generally do not repatriate these funds, but if we did, we would need to accrue and pay United States state income taxes as well as any applicable foreign withholding or transaction taxes on future repatriations.
We may from time to time enter into borrowings under our revolving credit facility. If the original maturity of these borrowings is 90 days or less, we present the borrowings and subsequent repayments on a net basis in the statement of cash flows to better represent our financing activities. Our balance sheet reflects total net debt of $6.3 billion and $6.6 billion, respectively, at September 30, 2024 and December 31, 2023. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.6% at September 30, 2024, with approximately 93% of our debt at fixed rates. Our weighted-average cost of debt for short-term borrowings outstanding at September 30, 2024, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.4%.
Our cash and cash equivalents are held in accounts managed by third-party financial institutions and consist of cash in our operating accounts and invested cash. Cash held in non-interest-bearing and interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. The invested cash is in interest-bearing funds consisting primarily of bank deposits and money market funds. While we monitor cash and cash equivalents balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.
For our Concerts segment, we often receive cash related to ticket revenue in advance of the event, which is recorded in deferred revenue until 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 promoter’s share of tickets in allocation markets. With the exception of some upfront costs and artist advances, which are recorded in prepaid expenses until the event occurs, we pay the majority of event-related expenses at or after the event. Artists are paid when the event occurs under one of several different formulas, which may include fixed guarantees and/or a percentage of ticket sales or event profits, net of any advance they have received. When an event is cancelled, any cash held in deferred revenue is reclassified to accrued expenses as those funds are typically refunded to the fan within 30 days of event cancellation. When a show is rescheduled, fans have the ability to request a refund if they do not want to attend the event on the new date, although historically we have had low levels of refund requests for rescheduled events.
We view our available cash as cash and cash equivalents, less ticketing-related client cash, less event-related deferred revenue, less accrued expenses due to artists and cash collected on behalf of others, plus event-related prepaid expenses. This is essentially our cash available to, among other things, repay debt balances, make acquisitions, and finance capital expenditures.
Our intra-year cash fluctuations are impacted by the seasonality of our various businesses. Examples of seasonal effects include our Concerts segment, which reports the majority of its revenue in the second and third quarters. Cash inflows and outflows depend on the timing of event-related payments but the majority of the inflows generally occur prior to the event. See “—Seasonality” below. We believe that we have sufficient financial flexibility to fund these fluctuations and to access the global capital markets on satisfactory terms and in adequate amounts, although there can be no assurance that this will be the case, and capital could be less accessible and/or more costly given current economic conditions. We expect cash flows from operations and borrowings under our amended senior secured credit facility, along with other financing alternatives, to satisfy working capital requirements, capital expenditures and debt service requirements for at least the succeeding year. We may need to incur additional debt or issue equity to make other strategic acquisitions or investments. There can be no assurance that such financing will be available to us on acceptable terms or at all. We may make significant acquisitions in the near term, subject to limitations imposed by our financing agreements and market conditions.
The lenders under our revolving loans and counterparty to our interest rate hedge agreement consists of banks and other third-party financial institutions. While we currently have no indications or expectations that such lenders will be unable to fund their commitments as required, we can provide no assurances that future funding availability will not be impacted by adverse conditions in the financial markets. Should an individual lender default on its obligations, the remaining lenders would not be required to fund the shortfall, resulting in a reduction in the total amount available to us for future borrowings, but would remain obligated to fund their own commitments. Should the counterparty to our interest rate hedge agreement default on its obligation, we could experience higher interest rate volatility during the period of any such default.
Sources of Cash
Amended Senior Secured Credit Facility
Our senior secured credit facility provides for borrowings of up to $1.7 billion, which was amended on November 5, 2024 (see below), with a $250 million sublimit for the issuance of letters of credit and a $100 million for swingline borrowings. The revolving credit facility allows for a $780 million sublimit for borrowings in U.S. Dollars, Euros, or Sterling, and a $260 million sublimit for borrowings in those or one or more other approved non-U.S. currencies. The revolving credit facility will be available to us and, if designated in the future, certain of our foreign subsidiaries. The Amended Credit Agreement provides for the right, subject to certain conditions, to increase the term B loan and revolving facilities by an amount not to exceed an amount equal to the sum of (x) $1.625 billion, (y) the aggregate principal amount of voluntary prepayments of the term B loans and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) additional amounts so long as the senior secured leverage ratio, on a pro-forma basis after giving effect to such increase, is no greater than 4.50x.
Our obligations under the Amended Credit Agreement will continue to be guaranteed by the majority of our direct and indirect domestic subsidiaries, subject to certain exceptions, and the obligations of the foreign subsidiary borrowers, if any, will be guaranteed by us, the majority of our direct and indirect domestic subsidiaries, and by certain of our wholly-owned foreign subsidiaries. The obligations under the Amended Credit Agreement and the guarantees will continue to be secured by a lien on substantially all of our tangible and intangible personal property and the 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 and, if there are any foreign borrowers, by certain of the assets of such foreign borrowers and certain foreign subsidiaries, subject to limited exceptions.
The interest rates per annum applicable to the revolving credit facility under the amended senior secured credit facility are, at our option, equal to either Term SOFR plus 1.75% or a base rate (as defined in the Credit Agreement) plus 0.75%.
The interest rates per annum applicable to the term loan B are, at our option, equal to either Term Benchmark Loans or RFR Loans (as defined in the Credit Agreement) plus 1.75% or a base rate plus 0.75%. We have an interest rate swap agreement that ensures the interest rate on $500 million principal amount of our outstanding term loan B does not exceed 3.445% through October 2026. 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. We are also required to make mandatory prepayments of the loan, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.
We are required to pay a commitment fee of 0.35% per year on the undrawn portion available under the revolving credit facility and variable fees on outstanding letters of credit. Based on our outstanding letters of credit of $21.9 million, $1.28 billion was available for future borrowings from our revolving credit facility as of September 30, 2024.
During the nine months ended September 30, 2024, we repaid $370 million of principal related to our revolving credit facility. No material gain or loss was recorded as a result of this repayment.
On October 31, 2024, we drew down $585 million from our senior secured revolving credit facility, and on November 1, 2024, we used these funds to repay the $575 million principal amount plus accrued interest on our 4.875% senior notes. As a result of this drawdown, the 4.875% senior notes were classified as long-term debt as of September 30, 2024 due to utilizing our revolving credit facility for the payment which has a maturity date in 2029, as amended below.
On November 5, 2024, we amended our senior secured credit facility and entered into Amendment No. 12 (the “Amendment”) to our Credit Agreement, dated as of May 6, 2010 (as amended, restated, supplemented or modified prior to Amendment No. 12, the “Credit Agreement” and as amended by Amendment No. 12, the “Amended Credit Agreement”). The Amendment added a venue expansion revolving credit facility of $400 million, which resulted in a total available borrowing capacity of $1.7 billion.
The Amended Credit Agreement contains a financial covenant that requires the Company to maintain a maximum ratio of consolidated net debt to consolidated EBITDA (both as defined in the Amended Credit Agreement) that ranges from 6.75x to 5.25x, with the first step down of 0.50x occurring on March 31, 2026 and additional step downs of 0.50x occurring annually thereafter.
The new revolving credit facility matures on November 5, 2029, provided, that if (x) any of the term B loans, the Company’s 2027 senior secured notes, or the Company’s 2027 senior unsecured notes remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $500.0 million and (y) the Company’s consolidated free cash on such date is less than the sum of such outstanding principal amount plus $500.0 million, then the maturity date of the new revolving credit facility will instead be such date.
Debt Covenants
As of September 30, 2024, 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 2024.
Uses of Cash
Acquisitions
During the nine months ended September 30, 2024, we completed various acquisitions that resulted in cash paid, net of cash acquired of $49.5 million.
Capital Expenditures
Venue and ticketing operations require ongoing investment in our existing venues and ticketing systems to address fan and artist expectations, technological industry advances and various federal, state and/or local regulations.
We categorize capital outlays between revenue generating capital expenditures and maintenance capital expenditures. Revenue generating capital expenditures are primarily focused on our global venue expansion strategy as we connect more artists to their global fan base and major renovations to buildings to enhance the fan experience and drive improvements in our hospitality efforts including onsite spending and premium experiences. In addition, in Ticketing, we continue to develop new ticketing tools and technology enhancements. Revenue generating capital expenditures can also include smaller projects whose purpose is to increase revenue and/or improve operating income. Maintenance capital expenditures are associated with the renewal and improvement of existing venues and technology systems, web development and administrative offices. Capital expenditures typically increase during periods when our venues are not in operation since that is the time that such improvements can be completed.
Our capital expenditures, including accruals for amounts incurred but not yet paid for, but net of expenditures funded by outside parties such as landlords and noncontrolling interest partners or expenditures funded by insurance proceeds, consisted of the following:
Nine Months Ended September 30,
2024
2023
(in thousands)
Revenue generating
$
363,576
$
185,148
Maintenance
81,529
72,546
Total capital expenditures
$
445,105
$
257,694
Revenue generating capital expenditures during the first nine months of 2024 increased from the same period of the prior year primarily due to enhancements at our theaters and amphitheaters in the United States as well as a stadium in South America.
We expect capital expenditures to be approximately $700 million for the year ending December 31, 2024 with approximately 75% of the capital expenditures on revenue generating projects.
Cash provided by operating activities decreased $74.6 million for the nine months ended September 30, 2024 as compared to the same period of the prior year primarily due to lower net income, changes in the fair value of contingent consideration and higher gain on mark-to-market of investments partially offset by changes in operating assets and liabilities from timing of events on sale, payments and receipts.
Investing Activities
Cash used in investing activities increased $178.8 million for the nine months ended September 30, 2024 as compared to the prior year primarily due to higher purchases of property, plant and equipment in 2024 for revenue generating capital expenditures as well as higher cash paid for acquisitions, net of cash acquired. See “—Uses of Cash - Acquisitions and Capital Expenditures” above for further discussion.
Financing Activities
Cash used in financing activities was $692.5 million for the nine months ended September 30, 2024 as compared to cash provided by financing activities of $44.9 million for the same period of the prior year primarily due to higher proceeds from long-term debt in 2023 from the issuance of our 3.125% convertible senior notes, which was partially offset by lower payments on long-term debt during 2024 compared to 2023. See “—Sources of Cash” above for further discussion.
Seasonality
Information regarding the seasonality of our business can be found in Part I—Financial Information—Item 1.—Financial Statements—Note 1 – Basis of Presentation and Other Information.
Market Risk
We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates and interest rates.
Foreign Currency Risk
We have operations in countries throughout the world. The financial results of our foreign operations are measured in their local currencies. Our foreign subsidiaries also carry certain net assets or liabilities that are denominated in a currency other than that subsidiary’s functional currency. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. We operate in certain countries that are hyper-inflationary, for example Argentina, however the impact of these currencies did not have a material impact on our statement of operations for the three and nine months ended September 30, 2024 and 2023. Our foreign operations reported an operating income of $523.8 million for the nine months ended September 30, 2024. We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating income for the nine months ended September 30, 2024 by $52.4 million. As of September 30, 2024, our most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and Mexican Peso. This analysis does not consider the implication such currency fluctuations could have on the overall economic conditions of the United States or other foreign countries in which we operate or on the results of operations of our foreign entities. In addition, the reported carrying value of our assets and liabilities, including the total cash and cash equivalents held by our foreign operations, will also be affected by changes in foreign currency exchange rates.
We primarily use forward currency contracts, in addition to options, to reduce our exposure to foreign currency risk associated with short-term artist fee commitments. At September 30, 2024, we had forward currency contracts outstanding with an aggregate notional amount of $244.6 million.
Our market risk is also affected by changes in interest rates. We had $6.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of September 30, 2024. Of the total amount, we had $5.8 billion of fixed-rate debt and $465.9 million of floating-rate debt.
Based on the amount of our floating-rate debt as of September 30, 2024, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $1.2 million. This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of September 30, 2024 with no subsequent change in rates for the remainder of the period.
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 agreement was amended in February 2023 for the transition from LIBOR to SOFR. The swap agreement expires in October 2026, has a notional amount of $500.0 million and ensures that a portion of our floating-rate debt does not exceed 3.445%.
Accounting and Other Pronouncements
Information regarding recently issued and adopted accounting pronouncements can be found in Part I — Financial Information—Item 1.—Financial Statements—Note 1 – Basis of Presentation and Other Information.
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 a 15% corporate alternative minimum tax effective for tax years beginning after December 31, 2022. On September 12, 2024, the Internal Revenue Service released proposed regulations which provide guidance on the application of the corporate alternative minimum tax. The company is assessing the impact of the proposed regulations; however, it does not expect the IRA to have a material impact on the 2024 financial statements. We will continue to monitor to ensure our financial results and related tax disclosures are in compliance with the IRA tax legislation.
On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two model rules designed to ensure large multinational enterprises (“MNE”) pay a minimum level of tax arising in each jurisdiction they operate. Over 135 jurisdictions joined a plan to update key elements of the international tax system and provide for a coordinated system of taxation that imposes top-up tax on profits arising in a jurisdiction whenever the effective rate is below the minimum rate. Effective January 1, 2024, many of these jurisdictions have enacted a global 15% minimum effective tax rate. This minimum rate applies to MNE’s with consolidated revenue above €750 million. While additional guidance is expected from the OECD in 2024, we do not expect The Pillar Two rules to have a material impact to our financial statement income or tax cash flows for the current period. We will continue to monitor further guidance from the OECD and evaluate any impact it may have to our consolidated financial results.
Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenue and expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material.
Management believes that the accounting estimates involved in business combinations, impairment of long-lived assets and goodwill, revenue recognition, and income taxes are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions are described in Part II—Financial Information—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024.
There have been no changes to our critical accounting policies during the nine months ended September 30, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Required information is within Part I — Financial Information—Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to our company, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and our board of directors.
Based on their evaluation as of September 30, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that (1) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) the information we are required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all possible errors and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Information regarding our legal proceedings can be found in Part I—Financial Information—Item 1. Financial Statements—Note 6 – Commitments and Contingent Liabilities.
Item 1A. Risk Factors
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Part I—Item 1A.—Risk Factors of our 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024, describes some of the risks and uncertainties associated with our business which could materially and adversely affect our business, financial condition, cash flows and results of operations, and the trading price of our common stock could decline as a result. We do not believe that there have been any material changes to the risk factors previously disclosed in our 2023 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchase of Equity Securities
The following table provides information regarding repurchases of our common stock during the three months ended September 30, 2024:
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Program (2)
Maximum Fair Value of Shares that May Yet Be Purchased Under the Program (2)
July 2024
15,172
$95.88
August 2024
4,923
$91.56
September 2024
4,100
$96.33
24,195
(1) Represents shares of common stock that employees surrendered as part of the default option to satisfy withholding taxes in connection with the vesting of restricted stock awards under our stock incentive plan. Pursuant to the terms of our stock plan, such shares revert to available shares under the plan.
(2) We do not have a publicly announced program to purchase shares of our common stock. Accordingly, there were no shares purchased as part of a publicly announced program.
Item 3. Defaults Upon Senior Securities
None.
Item 5. Other Information
No director or officer adopted or terminated any Rule 10b5-1 plan, or any other written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” during the three months ended September 30, 2024.
On November 5, 2024, we amended our senior secured credit facility and entered into Amendment No. 12 (the “Amendment”) to our Credit Agreement, dated as of May 6, 2010 (as amended, restated, supplemented or modified prior to Amendment No. 12, the “Credit Agreement” and as amended by Amendment No. 12, the “Amended Credit Agreement”). The Amendment added a venue expansion revolving credit facility of $400 million, which resulted in a total available borrowing capacity of $1.7 billion.
The Amended Credit Agreement contains a financial covenant that requires the Company to maintain a maximum ratio of consolidated net debt to consolidated EBITDA (both as defined in the Amended Credit Agreement) that ranges from 6.75x to 5.25x, with the first step down of 0.50x occurring on March 31, 2026 and additional step downs of 0.50x occurring annually thereafter.
The new revolving credit facility matures on November 5, 2029, provided, that if (x) any of the term B loans, the Company’s 2027 senior secured notes, or the Company’s 2027 senior unsecured notes remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $500.0 million and (y) the Company’s consolidated free cash on such date is less than the sum of such outstanding principal amount plus $500.0 million, then the maturity date of the new revolving credit facility will instead be such date.
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§ Management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 12, 2024.