What changed in this filing

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Item 1. Financial Statements

2021-11-04 compared with 2021-08-03 · 177 added, 160 removed, 574 unchanged (37% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

2021 December 31,

47 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

7 unchanged sentences

Corporate expenses 44,649 31,630 100,195 80,858

Operating loss ( 127,285 ) ( 588,067 ) ( 430,457 ) ( 760,737 )

Operating income (loss) 137,145 ( 504,441 ) ( 293,312 ) ( 1,265,178 )

Interest expense 70,407 66,093 210,146 162,781

Interest income ( 1,333 ) ( 2,810 ) ( 3,953 ) ( 9,712 )

Equity in losses of nonconsolidated affiliates 2,998 6,613 2,417 4,041

Loss (gain) from sale of investments in nonconsolidated affiliates 993 35 ( 52,947 ) 35

Equity in losses (earnings) of nonconsolidated affiliates ( 7,025 ) 2,615 ( 4,608 ) 6,656

Gain from sale of investments in nonconsolidated affiliates ( 30,633 ) ( 2,514 ) ( 83,580 ) ( 2,479 )

Other expense (income), net 12,441 ( 8,463 ) 19,903 ( 9,043 )

Loss before income taxes ( 208,175 ) ( 639,767 ) ( 524,508 ) ( 854,019 )

Income (loss) before income taxes 93,288 ( 559,362 ) ( 431,220 ) ( 1,413,381 )

Income tax expense (benefit) 6,421 ( 16,904 ) 15,095 ( 49,417 )

Net loss ( 210,460 ) ( 610,584 ) ( 533,182 ) ( 821,506 )

Net loss attributable to noncontrolling interests ( 14,795 ) ( 43,067 ) ( 30,324 ) ( 69,205 )

Net loss attributable to common stockholders of Live Nation $ ( 195,665 ) $ ( 567,517 ) $ ( 502,858 ) $ ( 752,301 )

Basic and diluted net loss per common share available to common stockholders of Live Nation

$ ( 0.90 ) $ ( 2.67 ) $ ( 2.34 ) $ ( 3.62 )

Net income (loss) 86,867 ( 542,458 ) ( 446,315 ) ( 1,363,964 )

Net income (loss) attributable to noncontrolling interests 39,989 ( 13,556 ) 9,665 ( 82,761 )

Net income (loss) attributable to common stockholders of Live Nation $ 46,878 $ ( 528,902 ) $ ( 455,980 ) $ ( 1,281,203 )

Basic net income (loss) per common share available to common stockholders of Live Nation $ 0.20 $ ( 2.45 ) $ ( 2.13 ) $ ( 6.08 )

Diluted net income (loss) per common share available to common stockholders of Live Nation $ 0.19 $ ( 2.45 ) $ ( 2.13 ) $ ( 6.08 )

Weighted average common shares outstanding:

Basic and diluted 215,702,508 211,693,923 215,120,467 211,371,109

Reconciliation to net loss available to common stockholders of Live Nation:

Net loss attributable to common stockholders of Live Nation

Basic 216,888,355 212,593,719 215,716,239 211,781,620

Diluted 223,800,400 212,593,719 215,716,239 211,781,620

Reconciliation to net income (loss) available to common stockholders of Live Nation:

Net income (loss) attributable to common stockholders of Live Nation

$ 46,878 $ ( 528,902 ) $ ( 455,980 ) $ ( 1,281,203 )

Accretion of redeemable noncontrolling interests ( 4,245 ) 6,990 ( 4,210 ) ( 5,955 )

Basic and diluted net loss available to common stockholders of Live Nation

Basic and diluted net income (loss) available to common stockholders of Live Nation

$ 42,633 $ ( 521,912 ) $ ( 460,190 ) $ ( 1,287,158 )

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

(in thousands)

Net loss $ ( 210,460 ) $ ( 610,584 ) $ ( 533,182 ) $ ( 821,506 )

Net income (loss) $ 86,867 $ ( 542,458 ) $ ( 446,315 ) $ ( 1,363,964 )

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Foreign currency translation adjustments ( 12,008 ) 21,983 ( 10,001 ) ( 40,866 )

Comprehensive loss ( 199,076 ) ( 595,063 ) ( 518,005 ) ( 919,598 )

Comprehensive loss attributable to noncontrolling interests

Comprehensive income (loss) 77,702 ( 520,870 ) ( 440,303 ) ( 1,440,468 )

Comprehensive income (loss) attributable to noncontrolling interests

39,989 ( 13,556 ) 9,665 ( 82,761 )

Comprehensive loss attributable to common stockholders of Live Nation

Comprehensive income (loss) attributable to common stockholders of Live Nation

$ 37,713 $ ( 507,314 ) $ ( 449,968 ) $ ( 1,357,707 )

5 unchanged sentences

(in thousands, except share data) (in thousands)

Balances at March 31, 2021 216,027,546 $ 2,160 $ 2,431,387 $ ( 2,984,026 ) $ ( 6,865 ) $ ( 173,216 ) $ 336,446 $ ( 394,114 ) $ 264,384

Balances at June 30, 2021 216,388,477 $ 2,164 $ 2,433,462 $ ( 3,179,691 ) $ ( 6,865 ) $ ( 161,832 ) $ 333,159 $ ( 579,603 ) $ 250,767

Non-cash and stock-based compensation — — 27,318 — — — — 27,318 —

1 unchanged sentence

Exercise of stock options, net of shares withheld for option cost and employee taxes 70,011 1 2,238 — — — — 2,239 —

Sale of common shares 5,239,259 52 449,363 — — — — 449,415 —

Acquisitions — — — — — — 7,117 7,117 230

Divestitures — — — — — — — — —

Purchases of noncontrolling interests — — 4,275 — — — ( 2,577 ) 1,698 ( 1,698 )

Redeemable noncontrolling interests fair value adjustments — — ( 4,245 ) — — — — ( 4,245 ) 4,245

2 unchanged sentences

Other — — — — — — ( 331 ) ( 331 ) —

Comprehensive loss:

Net loss — — — ( 195,665 ) — — ( 4,026 ) ( 199,691 ) ( 10,769 )

Unrealized loss on cash flow hedge — — — — — ( 5,788 ) — ( 5,788 ) —

Comprehensive income (loss):

Net income — — — 46,878 — — 30,135 77,013 9,854

Unrealized gain on cash flow hedge — — — — — 852 — 852 —

Realized loss on cash flow hedge — — — — — 1,991 — 1,991 —

Foreign currency translation adjustments — — — — — ( 12,008 ) — ( 12,008 ) —

Balances at June 30, 2021 216,388,477 $ 2,164 $ 2,433,462 $ ( 3,179,691 ) $ ( 6,865 ) $ ( 161,832 ) $ 333,159 $ ( 579,603 ) $ 250,767

Balances at September 30, 2021 221,849,027 $ 2,218 $ 2,903,613 $ ( 3,132,813 ) $ ( 6,865 ) $ ( 170,997 ) $ 363,068 $ ( 41,776 ) $ 262,347

See Notes to Consolidated Financial Statements

6 unchanged sentences

Exercise of stock options, net of shares withheld for option cost and employee taxes 1,329,951 13 12,162 — — — — 12,175 —

Sale of common shares 5,239,259 52 449,363 — — — — 449,415 —

Acquisitions — — — — — — 7,117 7,117 828

Divestitures — — — — — — — — —

Purchases of noncontrolling interests — — 3,775 — — — ( 2,577 ) 1,198 ( 1,698 )

4 unchanged sentences

Other — — — — — ( 2,452 ) ( 2,452 ) —

Comprehensive loss:

Net loss — — — ( 502,858 ) — — ( 11,713 ) ( 514,571 ) ( 18,611 )

Comprehensive income (loss):

Net income (loss) — — — ( 455,980 ) — — 18,422 ( 437,558 ) ( 8,757 )

Unrealized gain on cash flow hedge — — — — — 10,160 — 10,160 —

1 unchanged sentence

Foreign currency translation adjustments — — — — — ( 10,001 ) — ( 10,001 ) —

Balances at June 30, 2021 216,388,477 $ 2,164 $ 2,433,462 $ ( 3,179,691 ) $ ( 6,865 ) $ ( 161,832 ) $ 333,159 $ ( 579,603 ) $ 250,767

Balances at September 30, 2021 221,849,027 $ 2,218 $ 2,903,613 $ ( 3,132,813 ) $ ( 6,865 ) $ ( 170,997 ) $ 363,068 $ ( 41,776 ) $ 262,347

See Notes to Consolidated Financial Statements

2 unchanged sentences

(in thousands, except share data) (in thousands)

Balances at March 31, 2020 211,834,739 $ 2,118 $ 2,260,509 $ ( 1,137,082 ) $ ( 6,865 ) $ ( 259,326 ) $ 371,478 $ 1,230,832 $ 443,606

Balances at June 30, 2020 212,523,147 $ 2,125 $ 2,295,069 $ ( 1,704,599 ) $ ( 6,865 ) $ ( 243,805 ) $ 341,605 $ 683,530 $ 334,228

Non-cash and stock-based compensation — — 56,696 — — — — 56,696 —

1 unchanged sentence

Exercise of stock options, net of shares withheld for option cost and employee taxes 320,731 3 6,683 — — — — 6,686 —

Fair value of convertible debt conversion feature, net of issuance cost — — 17 — — — — 17 —

Acquisitions — — — — — — 10,480 10,480 7,349

10 unchanged sentences

Foreign currency translation adjustments — — — — — 21,983 — 21,983 —

Balances at June 30, 2020 212,523,147 $ 2,125 $ 2,295,069 $ ( 1,704,599 ) $ ( 6,865 ) $ ( 243,805 ) $ 341,605 $ 683,530 $ 334,228

Balances at September 30, 2020 213,823,002 $ 2,138 $ 2,361,015 $ ( 2,233,501 ) $ ( 6,865 ) $ ( 222,217 ) $ 346,454 $ 247,024 $ 286,987

See Notes to Consolidated Financial Statements

21 unchanged sentences

Foreign currency translation adjustments — — — — — ( 40,866 ) — ( 40,866 ) —

Balances at June 30, 2020 212,523,147 $ 2,125 $ 2,295,069 $ ( 1,704,599 ) $ ( 6,865 ) $ ( 243,805 ) $ 341,605 $ 683,530 $ 334,228

Balances at September 30, 2020 213,823,002 $ 2,138 $ 2,361,015 $ ( 2,233,501 ) $ ( 6,865 ) $ ( 222,217 ) $ 346,454 $ 247,024 $ 286,987

See Notes to Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

9 unchanged sentences

Unrealized changes in fair value of contingent consideration ( 6,998 ) ( 25,745 )

Equity in losses of nonconsolidated affiliates, net of distributions 6,396 8,266

Provision for uncollectible accounts receivable ( 14,006 ) 48,413

Loss (gain) on sale of investments in nonconsolidated affiliates ( 52,947 ) 35

Gain on sale of investments in nonconsolidated affiliates ( 83,580 ) ( 2,479 )

Other, net 2,015 ( 12,681 )

1 unchanged sentence

Decrease (increase) in accounts receivable ( 690,105 ) 406,202

Increase in prepaid expenses and other assets ( 102,554 ) ( 50,493 )

Decrease (increase) in prepaid expenses and other assets ( 92,635 ) 1,793

Increase (decrease) in accounts payable, accrued expenses and other liabilities 1,323,448 ( 1,213,409 )

7 unchanged sentences

Cash paid for acquisitions, net of cash acquired ( 19,594 ) ( 37,283 )

Purchases of intangible assets ( 11,191 ) ( 5,594 )

Proceeds from sale of investments in nonconsolidated affiliates 80,593 3,753

7 unchanged sentences

Purchases and sales of noncontrolling interests, net ( 3,273 ) ( 106,971 )

Proceeds from sale of common stock, net of issuance costs 449,415 —

Proceeds from exercise of stock options 30,322 18,092

19 unchanged sentences

Our Ticketing segment revenue is impacted by fluctuations in the availability of events for sale to the public, which vary depending upon scheduling by our clients.

Cash flows from our Concerts segment typically have a slightly different seasonality as payments are often made for artist performance fees and production costs for tours in advance of the date the related event tickets go on sale.

Cash flows from our Concerts segment typically have a slightly different seasonality as payments are often made for a portion of artist performance fees and production costs for tours in advance of the date the related event tickets go on sale.

These artist fees and production costs are expensed when the event occurs.

Once tickets for an event go on sale, we generally begin to receive payments from ticket sales at our owned or operated venues and festivals in advance of when the event occurs.

Once tickets for an event go on sale, we generally begin to receive payments from ticket sales at our owned or operated venues and festivals and in some cases from third-party venues in advance of when the event occurs.

We record these ticket sales as revenue when the event occurs.

Our seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year.

Due to the unprecedented global stoppage of our concert and other events beginning in mid-March 2020 resulting from the global COVID-19 pandemic, we did not experience our typical seasonality trends in 2020 and do not expect 2021 will follow our typical seasonality trends.

Cash, Cash Equivalents and Restricted Cash

2 unchanged sentences

These balances are stated at cost, which approximates fair value.

Included in the June 30, 2021 and December 31, 2020 cash and cash equivalents balance is $ 1.1 billion and $ 673.5 million, respectively, of cash received that includes the face value of tickets sold on behalf of ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients.

Included in the September 30, 2021 and December 31, 2020 cash and cash equivalents balance is $ 1.3 billion and $ 673.5 million, respectively, of cash received that includes the face value of tickets sold on behalf of ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients.

We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to our clients on a regular basis.

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Any gain or loss resulting from the remeasurement to fair value is recorded as a component of other expense (income), net in the statements of operations.

At June 30, 2021 and December 31, 2020, we had investments in nonconsolidated affiliates of $ 208.1 million and $ 170.5 million, respectively, included in other long-term assets on our consolidated balance sheets.

At September 30, 2021 and December 31, 2020, we had investments in nonconsolidated affiliates of $ 246.3 million and $ 170.5 million, respectively, included in other long-term assets on our consolidated balance sheets.

Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction.

As of June 30, 2021, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions due to cumulative pre-tax losses.

As a result of the valuation allowances, no tax benefits have been recognized for losses incurred, if any, in those tax jurisdictions for the first six months of 2021 and 2020.

As of September 30, 2021, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions due to cumulative pre-tax losses.

As a result of the valuation allowances, no tax benefits have been recognized for losses incurred, if any, in those tax jurisdictions for the first nine months of 2021 and 2020.

Accounting Pronouncements - Not Yet Adopted

5 unchanged sentences

The guidance is effective for annual periods beginning after December 15, 2021 and interim periods within that year.

Early adoption is permitted for annual periods beginning after December 15, 2020 and interim periods within that year.

The guidance should be applied using either a modified retrospective method or a full retrospective method.

1 unchanged sentence

NOTE 2— IMPACT OF THE GLOBAL COVID-19 PANDEMIC

The unprecedented and rapid spread of COVID-19 and the related government restrictions and social distancing measures implemented throughout the world have significantly impacted our business.

Beginning in March 2020, large public events were cancelled, governmental authorities began imposing restrictions on non-essential activities, and businesses suspended activities around the world.

As the impact of the global COVID-19 pandemic became clearer, we ceased all Live Nation tours and closed our venues in mid-March 2020 to support global efforts at social distancing and mitigating the virus, and to comply with restrictions put in place by various governmental entities, which has had a materially negative impact on our revenue and financial position.

We are beginning to see the positive impacts of successful vaccination rollouts in many of our key markets with social distancing restrictions easing and live events resuming late in the second quarter.

The unprecedented and rapid spread of COVID-19 and the related government restrictions and social distancing measures implemented throughout the world significantly impacted our business through the first half of this year.

Late in the second quarter, however, we began to see the positive impacts of successful vaccination rollouts in many of our key markets, mainly the United States and United Kingdom, with social distancing restrictions easing and live events resuming.

In the third quarter, we saw a meaningful restart of our operations with outdoor amphitheater events and festivals taking place in the United States and United Kingdom.

The restart of our operations has been executed with careful consideration of the safety and health of our fans, artists and employees through a mix of masking, testing and vaccination protocols at our events, venues and offices around the world.

Operating Results

Our second quarter and six month results were materially impacted by these necessary actions when compared to periods prior to the global COVID-19 pandemic.

Our overall revenue for the quarter increased by $ 501.9 million to $ 575.9 million and for the six months decreased by $ 573.2 million to $ 866.6 million as compared to the same period of the prior year.

The revenue increase during the quarter was primarily in our Ticketing and Concerts segments as a result of more events going on sale and occurring globally, along with lower refunds, during the second quarter of 2021 as compared to the same period of the prior year.

The decrease in revenue during the first six months of 2021 was primarily in our Concerts segment largely due to normal pre-pandemic operations from January through mid-March of 2020 compared to a full shut-down for the first quarter of 2021.

The revenue recognized in our Concerts segment in 2020 included the results of the shows that occurred prior to the stoppage of events in mid-March.

We had a limited number of shows in the first six months of 2021, largely in Australia, New Zealand and the United States.

The event-related deferred revenue for our Concerts segment, which is reported as part of deferred revenue on our consolidated balance sheets, includes the face value and Concerts’ share of service charges for all tickets sold by June 30, 2021 for shows expected to occur in the next 12 months.

Any refunds committed to for shows cancelled or rescheduled during the first six months of 2021 have either been returned to fans or are reflected in accrued expenses on the consolidated balance sheets.

While the first half of the year saw a material impact from the global COVID-19 pandemic, in the third quarter, ticket sales grew, new sponsor partners were signed and shows began to resume, primarily in the United States and United Kingdom.

Our overall revenue for the quarter increased by $ 2.5 billion to $ 2.7 billion and for the nine months increased by $ 1.9 billion to $ 3.6 billion as compared to the same period of the prior year.

The revenue increase during the quarter was across all of our segments as a result of more events going on sale and occurring globally, along with lower refunds, during the third quarter of 2021 as compared to the same period of the prior year.

The increase in revenue during the first nine months of 2021 was primarily in our Concerts and Ticketing segments largely due to the resumption of shows and festivals late in the second quarter of 2021 and continuing into the third quarter of 2021 primarily in the United States and United Kingdom.

The event-related deferred revenue for our Concerts segment, which is reported as part of deferred revenue on our consolidated balance sheets, includes the face value and Concerts’ share of service charges for all tickets sold by September 30, 2021 for shows expected to occur in the next 12 months.

Any refunds committed to for shows cancelled or rescheduled during the first nine months of 2021 have either been returned to fans or are reflected in accrued expenses on the consolidated balance sheets.

In addition, we have recorded an estimate of $ 20 million in Concerts for refunds that may occur in the future for shows we believe may be cancelled or rescheduled based on the data available on refunds resulting from the global shutdown of our live events.

1 unchanged sentence

We expect that the majority of our shows postponed due to the pandemic will be rescheduled.

Event-related deferred revenue for tickets sold for shows expected to occur after June 30, 2022 totaled $ 380.7 million and is reflected in other long-term liabilities on our consolidated balance sheets.

The revenue recognized in our Ticketing segment during the first six months of 2021 includes our share of ticket service charges for tickets sold during the period for third-party clients and for shows that occurred in the period for our Concerts segment where our promoters control the ticketing.

Event-related deferred revenue for tickets sold for shows expected to occur after September 30, 2022 totaled $ 100.9 million and is reflected in other long-term liabilities on our consolidated balance sheets.

The revenue recognized in our Ticketing segment during the first nine months of 2021 includes our share of ticket service charges for tickets sold during the period for third-party clients and for shows that occurred in the period for our Concerts segment where our promoters control the ticketing.

Revenue has been reduced for any shows that were cancelled and for refunds requested on rescheduled shows up to the time of the filing of these consolidated financial statements, and funds have either been returned to the customer or are reflected in accrued expenses on the consolidated balance sheets.

Our ticketing

clients determine if shows will be rescheduled or cancelled and what the refund policy will be for those shows.

We have not recorded an estimate for refunds that may occur in the future since our clients, not Ticketmaster, determine when shows are cancelled or rescheduled and we have a limited amount of historical data of refunds resulting from a global shutdown of live events on which to reliably determine an estimate.

Our ticketing clients determine if shows will be rescheduled or cancelled and what the refund policy will be for those shows.

We have not recorded an estimate for refunds that may occur in the future since our clients, not Ticketmaster, determine when shows are

cancelled or rescheduled and we have a limited amount of historical data of refunds resulting from a global shutdown of live events on which to reliably determine an estimate.

For events that are cancelled, our standard policy is to refund the fans within 30 days, subject to regulations in various markets and in some cases at the discretion of our venue or event organizer clients.

2 unchanged sentences

The volume and pace of cash refunds has had and may continue to have a material negative effect on our liquidity and capital resources.

The length and severity of the reduction in live events due to the pandemic is uncertain and;

accordingly, we currently expect the negative impact to continue in 2021.

The exact timing and pace of the recovery is uncertain given the significant impact of the pandemic and the uncertainty on the timing of the rollout of vaccines on the United States and global economies.

We believe the ongoing effects of the global COVID-19 pandemic on our operations have had, and will continue to have a material negative impact on our financial results and liquidity, and such negative impact may continue beyond the containment of such outbreak.

We have never previously experienced a complete cessation of our live events or a large-scale reduction in the number of events selling tickets, and as a consequence, our ability to be predictive regarding the impact of these circumstances is uncertain and we are unable to estimate the impact on our business, financial condition or near or longer-term financial or operational results.

The restart of our operations is now well underway in the United States and United Kingdom and we expect the same to happen in other parts of the world as vaccination efforts gain momentum in mainland Europe, Asia-Pacific and Latin America.

The reduction in live events due to the pandemic has had a negative impact on our operating results for the first nine months of 2021 and we expect certain markets to continue to be impacted in the fourth quarter as there is still uncertainty on the exact timing and pace of the recovery in certain markets where vaccination efforts are still underway.

NOTE 3— LONG-LIVED ASSETS

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Many of our definite-lived intangible assets are based on revenue-generating contracts and client or vendor relationships associated with live events and have useful lives, established at the time of acquisition, typically ranging from 3 to 10 years.

Our more significant investments in nonconsolidated affiliates are in the concert event promotion, venue operation or ticketing businesses, and these businesses are experiencing similar impacts to their operations, in line with what we are experiencing as a result of the pandemic.

Our more significant investments in nonconsolidated affiliates are in the concert event promotion, venue operation or ticketing businesses, and these businesses have been experiencing similar impacts to their operations, in line with what we are experiencing as a result of the pandemic.

Based on our assessments, we have recorded impairment charges on certain of our definite-lived intangible assets, which are discussed below.

While we are optimistic, the length and severity of the impact to live events and our related sponsorship and ticketing businesses is still uncertain.

Activity levels are beginning to increase in the second half of 2021 led by outdoor events and festivals in the United States and United Kingdom.

We expect that most larger venues will reopen and tours will resume in the second half of 2021 and that the underlying business supporting all of our long-lived assets will begin generating operating income once again.

However, we have never previously experienced a complete cessation of our live events or a large-scale reduction in the number of events selling tickets and, as a consequence, our ability to be predictive regarding the impact of these circumstances is uncertain.

As a result, the underlying assumptions used in our impairment assessments could change, resulting in future impairment charges.

Late in the second quarter we began to see the positive impacts of successful vaccination rollouts in many of our key markets, mainly the United States and United Kingdom, with social distancing restrictions easing and live events resuming.

In the third quarter, we saw a meaningful restart of our operations with outdoor amphitheater events and festivals taking place in both the United States and United Kingdom.

We expect the same to happen in other parts of the world as vaccination efforts gain momentum in mainland Europe, Asia-Pacific and Latin America.

As our larger venues have reopened and tours have resumed in the United States and United Kingdom and we expect other markets to reopen in the last quarter of 2021 and throughout 2022, we believe the underlying business supporting all of our long-lived assets will begin generating operating income once again.

Property, Plant and Equipment, Net

Property, plant and equipment, net, consisted of the following:

June 30, December 31,

September 30, 2021 December 31, 2020

(in thousands)

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Definite-lived Intangible Assets

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the six months ended June 30, 2021:

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the nine months ended September 30, 2021:

relationships Revenue-

21 unchanged sentences

Net change ( 21,570 ) ( 10,677 ) 9,081 ( 1,953 ) 14,390 6,044 ( 4,685 )

Balance as of June 30, 2021:

Balance as of September 30, 2021:

Gross carrying amount

3 unchanged sentences

Net $ 312,861 $ 244,182 $ 83,443 $ 64,549 $ 22,167 $ 5,074 $ 732,276

______________

(1) Other primarily includes intangible assets for non-compete agreements.

(2) Other primarily includes netdowns of fully amortized or impaired assets.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisition of an artist management business in the United States and certain purchased software licenses.

The 2021 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:

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We test for possible impairment of definite-lived intangible assets whenever events or circumstances change, such as a significant reduction in operating cash flow or a change in the manner in which the asset is intended to be used, which may indicate that the carrying amount of the asset may not be recoverable.

During the six months ended June 30, 2021 and 2020, we reviewed definite-lived intangible assets that management determined had an indicator that remaining future operating cash flows over the acquisition-date estimated useful life may not support their carrying value, as a result of the expected impacts from the global COVID-19 pandemic, and it was determined that those assets were impaired since the estimated undiscounted operating cash flows associated with those assets were less than their carrying value.

For the six months ended June 30, 2021, there were no significant impairment charges.

For the six months ended June 30, 2020, we recorded impairment charges related to definite-lived intangible assets of $ 12.1 million as a component of depreciation and amortization primarily related to intangible assets for revenue-generating contracts in the Concerts segment.

During the nine months ended September 30, 2021 and 2020, we reviewed definite-lived intangible assets that management determined had an indicator that remaining future operating cash flows over the acquisition-date estimated useful life may not support their carrying value, as a result of the expected impacts from the global COVID-19 pandemic, and it was determined that certain of those assets were impaired since the estimated undiscounted operating cash flows associated with those assets were less than their carrying value.

For the nine months ended September 30, 2021, there were no significant impairment charges.

For the nine months ended September 30, 2020, we recorded impairment charges related to definite-lived intangible assets of $ 15.3 million as a component of depreciation and amortization primarily related to intangible assets for revenue-generating contracts and client/vendor relationships in the Concerts segment.

See Note 6—Fair Value Measurements for further discussion of the inputs used to determine the fair value.

Amortization of definite-lived intangible assets for the three months ended June 30, 2021 and 2020 was $ 48.6 million and $ 57.8 million, respectively, and for the six months ended June 30, 2021 and 2020 was $ 100.5 million and $ 122.0 million, respectively.

Amortization of definite-lived intangible assets for the three months ended September 30, 2021 and 2020 was $ 46.1 million and $ 58.4 million, respectively, and for the nine months ended September 30, 2021 and 2020 was $ 146.6 million and $ 180.4 million, respectively.

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

2 unchanged sentences

There were no indicators of impairment during the interim periods of 2021.

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the six months ended June 30, 2021:

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the nine months ended September 30, 2021:

Concerts Ticketing Sponsorship

7 unchanged sentences

Acquisitions—prior year ( 1,817 ) ( 3,888 ) 419 ( 5,286 )

Dispositions ( 150 ) — — ( 150 )

Foreign exchange ( 9,541 ) ( 4,791 ) ( 5,663 ) ( 19,995 )

Balance as of June 30, 2021:

Balance as of September 30, 2021:

Goodwill 1,312,712 773,880 458,490 2,545,082

3 unchanged sentences

Investments in Nonconsolidated Affiliates

During the six months ended June 30, 2021, we sold certain investments in nonconsolidated affiliates for $ 61.6 million in cash plus $ 6.2 million in deferred purchase price consideration resulting in a gain on sale of investments in nonconsolidated affiliates of $ 52.9 million.

During the six months ended June 30, 2021, we entered into certain agreements whereby we received equity in the counterparty to those agreements primarily in exchange for providing sponsorship and marketing programs and support.

During the nine months ended September 30, 2021, we sold certain investments in nonconsolidated affiliates for $ 101.1 million in cash and noncash consideration resulting in a gain on sale of investments in nonconsolidated affiliates of $ 83.6 million.

During the nine months ended September 30, 2021, we entered into certain agreements whereby we received equity in the counterparty to those agreements primarily in exchange for providing sponsorship and marketing programs and support.

We recognized $ 25.0 million of noncash additions to investments in nonconsolidated affiliates which are included in other long-term assets on our consolidated balance sheets associated with these agreements.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

7 unchanged sentences

Supplemental cash flow information for our operating leases is as follows:

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

1 unchanged sentence

Lease assets obtained in exchange for lease obligations, net of terminations $ 79,703 $ 149,817

Future maturities of our operating lease liabilities at June 30, 2021 are as follows:

Future maturities of our operating lease liabilities at September 30, 2021 are as follows:

(in thousands)

July 1 - December 31, 2021 $ 91,363

October 1 - December 31, 2021 $ 39,264

Thereafter 1,543,848

3 unchanged sentences

The weighted average remaining lease term and weighted average discount rate for our operating leases are as follows:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Weighted average remaining lease term (in years) 13.5 13.9

Weighted average discount rate 6.36 % 6.31 %

As of June 30, 2021, we have additional operating leases that have not yet commenced, with total lease payments of $ 175.4 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from July 2021 to June 2030, with lease terms ranging from 1 to 20 years.

As of September 30, 2021, we have additional operating leases that have not yet commenced, with total lease payments of $ 266.7 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from October 2021 to June 2030, with lease terms ranging from 1 to 20 years.

In response to the impacts we are experiencing from the global COVID-19 pandemic, we have amended certain of our lease agreements and are continuing negotiations with certain of our landlords for deferral or abatement of fixed rent payments.

3 unchanged sentences

In January 2021, we issued $ 500 million principal amount of 3.75 % senior secured notes due 2028.

A portion of the proceeds were used to pay fees of $ 7.7 million and repay $ 75.0 million aggregate principal amount of the Company’s senior secured term loan B facility, leaving approximately $ 417.3 million for general corporate purposes, including acquisitions and organic investment opportunities.

A portion of the proceeds were used to pay fees of $ 7.7 million and repay $ 75.0 million aggregate principal amount of our senior secured term loan B facility, leaving approximately $ 417.3 million for general corporate purposes, including acquisitions and organic investment opportunities.

In September 2021, we elected to draw down the $ 400 million term loan A under the amended senior secured credit facility prior to expiration of the drawdown period on October 17, 2021.

We intend to use the proceeds from the drawdown for general corporate purposes.

Long-term debt, which includes finance leases, consisted of the following:

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

(in thousands)

Senior Secured Credit Facility:

Term loan A $ 397,500 $ —

Term loan B 856,570 938,125

12 unchanged sentences

Total long-term debt, net $ 5,686,905 $ 4,855,096

Future maturities of long-term debt at June 30, 2021 are as follows:

Future maturities of long-term debt at September 30, 2021 are as follows:

(in thousands)

July 1, 2021 - December 31, 2021 $ 35,087

October 1, 2021 - December 31, 2021 $ 21,678

2024 1,351,506

Thereafter 3,775,001

4 unchanged sentences

In January 2021, we issued $ 500 million principal amount of 3.75 % senior secured notes due 2028.

Interest on the notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year and began on July 15, 2021, and will mature on January 15, 2028.

Interest on the notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year and began on July 15, 2021, and the notes will mature on January 15, 2028.

We may redeem some or all of the notes, at any time prior to January 15, 2024, at a price equal to 100 % of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium.

6 unchanged sentences

Estimated Fair Value

June 30, 2021

September 30, 2021

December 31, 2020

6 unchanged sentences

Estimated Fair Value at

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

(in thousands)

8 unchanged sentences

Non-recurring

The following table shows the fair value of our financial assets that have been adjusted to fair value on a non-recurring basis, which had a significant impact on our results of operations for the six months ended June 30, 2020.

Fair Value Measurements Using

2 unchanged sentences

Definite-lived intangible assets, net $ 7,390 $ — $ — $ 7,390 $ 15,264

For the six months ended June 30, 2021, there were no significant impairment charges.

During the six months ended June 30, 2020, we recorded impairment charges related to definite-lived intangible assets of $ 12.1 million as a component of depreciation and amortization primarily related to intangible assets for revenue-generating contracts in the Concerts segment.

For the nine months ended September 30, 2021, there were no significant impairment charges.

During the nine months ended September 30, 2020, we recorded impairment charges related to definite-lived intangible assets of $ 15.3 million as a component of depreciation and amortization primarily related to intangible assets for revenue-generating contracts and client/vendor relationships in the Concerts segment.

It was determined that these assets were impaired since the most recent estimated undiscounted future cash flows associated with these assets were less than their carrying value, primarily as a result of the expected impacts from the global COVID-19 pandemic.

27 unchanged sentences

CIE Arbitration

In July 2019, Ticketmaster New Ventures, S.

(“TNV”), an indirect wholly-owned subsidiary of LNE, entered into agreements with Corporación Interamericana de Entretenimiento, S.A.B.

In July 2019, we entered into agreements with Corporación Interamericana de Entretenimiento, S.A.B.

(“CIE”) and Grupo Televisa, S.A.B.

1 unchanged sentence

(“OCESA”) and certain other related subsidiaries of CIE.

We made our initial concentration notice filings with the regulatory authorities in Mexico in late

August 2019 and received approval for the transaction in mid-April 2020.

CIE shareholders approved the acquisition in September 2019.

In May 2020, we notified CIE that we were terminating our agreement with it as a result of CIE’s failure to comply with its contractual obligation to continue operating the target companies in the ordinary course of business and the occurrence of a material adverse effect (as that term is defined in the CIE purchase agreement).

We simultaneously notified TV that we were terminating our agreement with it, which agreement may be terminated if the agreement with CIE is terminated for any reason.

On May 25, 2020, TNV commenced binding arbitration proceedings, in New York, New York, before the International Court of Arbitration of the International Chamber of Commerce, seeking a declaratory judgment that it properly terminated the CIE purchase agreement and that any obligations thereunder are excused on the grounds set forth above, among others.

On July 30, 2020, CIE filed its response to TNV’s claims, asserting, among other things, that CIE did not breach its obligation to continue operating the target companies in the ordinary course of business and that no material adverse effect (as that term is defined in the CIE purchase agreement) has occurred, and CIE joined LNE as a party to the arbitration proceedings as a joint obligor under the CIE purchase agreement.

CIE is seeking specific performance to require us to proceed with closing under the CIE purchase agreement and damages in an unspecified amount arising from our alleged failure to timely close.

The matter has been assigned to a panel of arbitrators and a hearing has been scheduled to commence in June 2022.

We intend to vigorously defend these claims.

In May 2020, we notified CIE and TV that we were terminating our agreements with them and commenced binding arbitration proceedings, in New York, New York, before the International Court of

Arbitration of the International Chamber of Commerce (“ICC”), seeking a declaratory judgment that we had properly terminated the CIE purchase agreement and that any obligations thereunder were excused.

In July 2020, CIE filed its response to our claims, seeking specific performance to require us to proceed with closing under the CIE purchase agreement and damages in an unspecified amount arising from our alleged failure to timely close.

The matter has been assigned to a panel of arbitrators and a hearing had been scheduled to commence in June 2022.

In September 2021, we entered into amendments to revive the previously terminated purchase agreements with CIE and TV and proceed with the acquisition of OCESA on modified terms.

In connection with the purchase agreement amendment entered into with CIE, the pending arbitration matter before the ICC has been suspended pending the closing of the OCESA acquisition, and we and CIE have agreed to terminate the ICC arbitration and release any claims arising from the earlier termination of the purchase agreements upon completion of the acquisition.

NOTE 8— EQUITY

In September 2021, we completed the public offering of 5,239,259 shares of common stock.

A portion of the proceeds of $ 455.3 million were used to pay estimated fees of $ 5.9 million, leaving approximately $ 449.4 million of net proceeds.

We intend to use the net proceeds to fund the acquisition of 51 % of the capital stock of OCESA and use any remaining proceeds for general corporate purposes.

Accumulated Other Comprehensive Loss

The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2021:

The following table presents changes in the components of AOCI, net of taxes, for the nine months ended September 30, 2021:

Cash Flow Hedge Foreign Currency Items Total

5 unchanged sentences

Net other comprehensive income 16,013 ( 10,001 ) 6,012

Balance at June 30, 2021 $ ( 18,417 ) $ ( 143,415 ) $ ( 161,832 )

Balance at September 30, 2021 $ ( 15,574 ) $ ( 155,423 ) $ ( 170,997 )

Earnings Per Share

Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period.

The calculation of diluted net loss per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted and deferred stock awards and the assumed conversion of our convertible senior notes, where dilutive.

For the three and six months ended June 30, 2021 and 2020, there were no reconciling items to the weighted average common shares outstanding in the calculation of diluted net loss per common share.

Basic net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

The calculation of diluted net income (loss) per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted and deferred stock awards and the assumed conversion of our convertible senior notes, where dilutive.

The following table sets forth the computation of weighted average common shares outstanding:

Three Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

Weighted average common shares—basic 216,888,355 212,593,719 215,716,239 211,781,620

Effect of dilutive securities:

Stock options and restricted stock 6,912,045 — — —

Weighted average common shares—diluted 223,800,400 212,593,719 215,716,239 211,781,620

The following table shows securities excluded from the calculation of diluted net loss per common share because such securities are anti-dilutive:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

5 unchanged sentences

The global COVID-19 pandemic has significantly impacted the recognition of revenue for our Concerts, Ticketing and Sponsorship & Advertising segments.

Beginning in mid-March 2020, we ceased all of our tours and closed our venues to support global efforts at social distancing to mitigate the spread of the virus, and to comply with restrictions put in place by various governmental entities.

In the third quarter, we saw a meaningful restart of our operations with outdoor amphitheater events and festivals taking place in both the United States and United Kingdom.

For our Concerts segment, the impact is partially a delay in the timing of revenue recognition as many events have been or are being rescheduled to dates later in 2021 or 2022.

For events that have been cancelled as of June 30, 2021, the deferred revenue has been reclassified to accrued expenses on our consolidated balance sheets where not already refunded to the fan.

For events that have been cancelled as of September 30, 2021, the deferred revenue has been reclassified to accrued expenses on our consolidated balance sheets where not already refunded to the fan.

In certain markets, we are offering fans an incentive to receive a voucher for a future ticket purchase to one of our events in lieu of receiving a refund for the cancelled event.

2 unchanged sentences

Where a fan has elected to receive a refund for a rescheduled event and where we have estimated future refunds, the deferred revenue has been reclassified to accrued expenses if not already refunded.

The estimate of future refunds was developed by applying the percentage of future shows we believe could be rescheduled to the deferred revenue balances as of June 30, 2021 for those impacted quarters, and then applying a venue-specific refund take rate.

The venue-specific refund take rates were based on the refunds we have issued since we ceased all our tours and closed our venues in mid-March 2020 through the end of the first quarter of 2021.

The estimate of future refunds was developed by applying the percentage of future shows we believe could be rescheduled to the deferred revenue balances as of September 30, 2021 for those impacted quarters, and then applying a venue-specific refund take rate.

The venue-specific refund take rates are based on the refunds we have issued since we ceased all our tours and closed our venues in mid-March 2020 through the end of the first quarter of 2021.

For our Ticketing segment, the impact is similar to the Concerts segment if the tickets sold for an event are controlled by our concert promoters.

4 unchanged sentences

In response to the impacts we are experiencing from the global COVID-19 pandemic, we have amended or are continuing negotiations with certain of our sponsors to either provide additional benefits when our venues reopen and our concert events resume or extend the term of the agreement with no additional benefits to the sponsor.

Concerts revenue, including intersegment revenue, for the three and six months ended June 30, 2021 and 2020 are as follows:

Concerts revenue, including intersegment revenue, for the three and nine months ended September 30, 2021 and 2020 are as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

9 unchanged sentences

Any consideration not collected by the day of the event is typically received within three months after the event date.

Ticketing revenue, including intersegment revenue, for the three and six months ended June 30, 2021 and 2020 are as follows:

Ticketing revenue, including intersegment revenue, for the three and nine months ended September 30, 2021 and 2020 are as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

2 unchanged sentences

Percentage of consolidated revenue 13.9 % * 18.1 % 10.9 %

* Percentage is not meaningful.

Ticket fee revenue is generated from convenience and order processing fees, or service charges, charged at the time a ticket for an event is sold in either the primary or secondary markets.

12 unchanged sentences

Royalties paid to clients are recorded as a reduction to revenue when the tickets are sold and the corresponding service charge revenue is recognized.

Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives occasionally paid by us to certain clients to secure the contract and are typically amortized over the life of the contract on a straight-line basis as a reduction to revenue.

At June 30, 2021 and December 31, 2020, we had ticketing contract advances of $ 74.1 million and $ 63.5 million, respectively, recorded in prepaid expenses and $ 84.2 million and $ 87.0 million, respectively, recorded in long-term advances on the consolidated balance sheets.

We amortized $ 18.1 million and $ 13.3 million for the three months ended June 30, 2021 and 2020, respectively, and $ 28.7 million and $ 32.1 million for the six months ended June 30, 2021 and 2020, respectively, related to non-recoupable ticketing contract advances.

Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives

occasionally paid by us to certain clients to secure the contract and are typically amortized over the life of the contract on a straight-line basis as a reduction to revenue.

At September 30, 2021 and December 31, 2020, we had ticketing contract advances of $ 94.0 million and $ 63.5 million, respectively, recorded in prepaid expenses and $ 80.5 million and $ 87.0 million, respectively, recorded in long-term advances on the consolidated balance sheets.

We amortized $ 20.5 million and $ 6.7 million for the three months ended September 30, 2021 and 2020, respectively, and $ 49.2 million and $ 38.8 million for the nine months ended September 30, 2021 and 2020, respectively, related to non-recoupable ticketing contract advances.

Sponsorship & Advertising

Sponsorship & Advertising revenue, including intersegment revenue, for the three and six months ended June 30, 2021 and 2020 are as follows:

Sponsorship & Advertising revenue, including intersegment revenue, for the three and nine months ended September 30, 2021 and 2020 are as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

3 unchanged sentences

Our Sponsorship & Advertising segment generates revenue from sponsorship and marketing programs that provide its sponsors with strategic, international, national and local opportunities to reach customers through our venue, concert and ticketing assets, including advertising on our websites.

These programs can also include custom events or programs for the

sponsors’ specific brands, which are typically experienced exclusively by the sponsors’ customers.

These programs can also include custom events or programs for the sponsors’ specific brands, which are typically experienced exclusively by the sponsors’ customers.

Sponsorship agreements may contain multiple elements, which provide several distinct benefits to the sponsor over the term of the agreement, and can be for a single or multi-year term.

4 unchanged sentences

Revenue received in advance of the event or the sponsor receiving the benefit is recorded as deferred revenue or in other long-term liabilities if the date of the event is more than twelve months from the balance sheet date.

At June 30, 2021, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.0 billion of revenue related to future benefits to be provided by us.

At September 30, 2021, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.0 billion of revenue related to future benefits to be provided by us.

We expect to recognize, based on current projections, approximately 12 %, 37 %, 19 % and 32 % of this revenue in the remainder of 2021, 2022, 2023 and thereafter, respectively.

3 unchanged sentences

We had current deferred revenue of $ 1.8 billion and $ 1.4 billion at December 31, 2020 and 2019, respectively.

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and six months ended June 30, 2021 and 2020:

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and nine months ended September 30, 2021 and 2020:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

5 unchanged sentences

$ 346,153 $ 17,750 $ 420,872 $ 327,058

As of June 30, 2021, approximately 45.7 % of the current deferred revenue balance from December 31, 2020 is expected to be recognized in 2021 and thus such amounts remain in current deferred revenue.

In addition, as of June 30, 2021, approximately 8.6 % of the current deferred revenue balance from December 31, 2020 has been or is expected to be refunded to fans as the corresponding events have been cancelled or refunds were or are expected to be requested for rescheduled events, and thus such amounts have been reclassified to accrued expenses if not already refunded.

Our long-term deferred revenue balance has increased as events have been rescheduled into the third and fourth quarters of 2022 in markets still experiencing impacts from the global COVID-19 pandemic.

We had long-term deferred revenue of $ 442.1 million and $ 88.6 million at June 30, 2021 and December 31, 2020, respectively, which is reflected in other long-term liabilities on the consolidated balance sheets.

As of September 30, 2021, approximately 15.4 % of the current deferred revenue balance from December 31, 2020 is expected to be recognized in 2021 and thus such amounts remain in current deferred revenue.

In addition, as of September 30,

2021, approximately 14.9 % of the current deferred revenue balance from December 31, 2020 has been or is expected to be refunded to fans as the corresponding events have been cancelled or refunds were or are expected to be requested for rescheduled events, and thus such amounts have been reclassified to accrued expenses if not already refunded.

Our long-term deferred revenue balance has increased as events have been rescheduled into the fourth quarter of 2022 in markets still experiencing severe impacts from the global COVID-19 pandemic.

We had long-term deferred revenue of $ 149.4 million and $ 88.6 million at September 30, 2021 and December 31, 2020, respectively, which is reflected in other long-term liabilities on the consolidated balance sheets.

NOTE 10— STOCK-BASED COMPENSATION

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

3 unchanged sentences

Total $ 27,318 $ 56,695 $ 80,165 $ 106,965

The decrease in stock-based compensation expense for the three months ended June 30, 2021 as compared to the same period of the prior year is primarily due to the issuance of restricted stock awards in the second quarter of 2020 in lieu of cash payments for certain compensation owed to employees, as part of our cash savings initiative in connection with the global COVID-19 pandemic.

The decrease in stock-based compensation expense for the three and nine months ended September 30, 2021 as compared to the same periods of the prior year is primarily due to lower expense in 2021 associated with restricted stock awards issued in 2020 and 2021 with a three to six month vesting period in lieu of cash payments for certain compensation owed to employees, as part of our cash savings initiative in connection with the global COVID-19 pandemic.

NOTE 11— SEGMENT DATA

7 unchanged sentences

Accordingly, segment assets are not reported to, or used by, our management to allocate resources to or assess performance of our segments, and therefore, total segment assets have not been presented.

The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2021 and 2020:

The following table presents the results of operations for our reportable segments for the three and nine months ended September 30, 2021 and 2020:

Concerts Ticketing Sponsorship

1 unchanged sentence

(in thousands)

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

Revenue $ 2,151,596 $ 374,237 $ 174,449 $ 543 $ — $ ( 2,103 ) $ 2,698,722

1 unchanged sentence

Selling, general and administrative expenses 303,378 116,796 26,247 508 — — 446,929

Concerts Ticketing Sponsorship

& Advertising Other Corporate Eliminations Consolidated

(in thousands)

Depreciation and amortization 59,541 32,040 7,166 10 2,478 — 101,235

Gain on disposal of operating assets ( 28 ) — — — — — ( 28 )

Loss (gain) on disposal of operating assets ( 1,098 ) ( 66 ) — — 16 — ( 1,148 )

Corporate expenses — — — — 44,649 — 44,649

1 unchanged sentence

Intersegment revenue $ 1,473 $ 630 $ — $ — $ — $ ( 2,103 ) $ —

Concerts Ticketing Sponsorship

& Advertising Other Corporate Eliminations Consolidated

(in thousands)

Three Months Ended June 30, 2020

Three Months Ended September 30, 2020

Revenue $ 154,791 $ ( 19,822 ) $ 47,927 $ 806 $ — $ 316 $ 184,018

4 unchanged sentences

Corporate expenses — — — — 31,630 — 31,630

Operating loss $ ( 279,851 ) $ ( 267,193 ) $ ( 11,217 ) $ ( 6,783 ) $ ( 23,023 ) $ — $ ( 588,067 )

Operating income (loss) $ ( 281,625 ) $ ( 197,407 ) $ 13,755 $ ( 4,781 ) $ ( 34,383 ) $ — $ ( 504,441 )

Intersegment revenue $ ( 286 ) $ ( 30 ) $ — $ — $ — $ 316 $ —

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Revenue $ 2,677,970 $ 646,560 $ 241,657 $ 2,173 $ — $ ( 3,083 ) $ 3,565,277

2 unchanged sentences

Depreciation and amortization 180,877 103,406 21,837 32 7,606 — 313,758

Loss on disposal of operating assets 110 — — — — — 110

Loss (gain) on disposal of operating assets ( 988 ) ( 66 ) — — 16 — ( 1,038 )

Corporate expenses — — — — 100,195 — 100,195

Operating loss $ ( 291,696 ) $ ( 76,831 ) $ ( 1,115 ) $ ( 141 ) $ ( 60,674 ) $ — $ ( 430,457 )

Operating income (loss) $ ( 324,458 ) $ 37,439 $ 101,640 $ ( 116 ) $ ( 107,817 ) $ — $ ( 293,312 )

Intersegment revenue $ 1,473 $ 1,610 $ — $ — $ — $ ( 3,083 ) $ —

Capital expenditures $ 59,367 $ 30,627 $ 4,930 $ — $ 15,315 $ — $ 110,239

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

Revenue $ 1,290,007 $ 177,436 $ 156,560 $ 2,407 $ — $ ( 2,615 ) $ 1,623,795

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements