“Our merger with Ticketmaster allows us to accelerate the execution of our vision and strategy to build a live music company that delivers a full service connection between the artist and fan,” said Irving Azoff, Executive Chairman of Live Nation Entertainment. “We believe our combined platform will create a more diversified and stronger enterprise with the resources to develop new products, expand access and improve transparency and choice in the ticketing process, while generating incremental free cash flow and increased returns to shareholders.”
“In the months ahead, we will concentrate our efforts on integrating our operations, building efficiencies and driving innovation across the products and services we provide to artists, fans and sponsors,” said Michael Rapino, President and Chief Executive Officer of Live Nation Entertainment. “As we seek to maximize the performance of our combined operations, we are focused on eliminating redundancies and capturing at least $40 million in synergies this year. Our goals for 2010 also include further enhancing and growing our two premier e-commerce store fronts, Ticketmaster.com and LiveNation.com, continuing to test advanced ticketing technologies and distribution channels, and evaluating our options with regard to reducing our debt and strengthening our financial position.”
LIVE NATION AND TICKETMASTER
COMBINED FINANCIAL SUMMARY
(Unaudited)
Year Ended December 31, 2009 (1),(2)
------------------------------------
Live
Nation Ticketmaster Combined
------- ------------ --------
(In millions)
Revenue $4,181.0 $1,486.2 $5,667.2
Operating Income (Loss) (52.4) 96.1 43.7
Adjusted Operating Income/Adjusted
EBITDA(3),(4) 164.5 280.0 444.5
Free Cash Flow(4) $58.9 $114.3 $173.2
(1) This table is simply taking the reported numbers for Live Nation and
Ticketmaster separately and adding them together.
(2) This table is not intended to represent a pro forma income statement
for what the combined company would have looked like on a consolidated
basis as if the Merger had been completed on January 1, 2009. Live
Nation expects to file such a statement as an amendment to the
Company's Current Report on Form 8-K filed with the SEC on January 29,
2010.
(3) Ticketmaster's Adjusted EBITDA has been revised to add back
$32.2 million of merger costs to make the measures more comparable.
(4) Adjusted operating income, adjusted EBITDA and free cash flow are
non-GAAP items defined and reconciled to the comparable GAAP items at
the end of the release.
COMBINED CAPITALIZATION SUMMARY
(Unaudited)
Year Ended December 31, 2009 (1),(2)
------------------------------------
Live
Nation Ticketmaster Combined
------- ------------ --------
(In millions)
Revolver $101.3 $85.0 $186.3
Term loan 343.5 440.0 783.5
Senior notes - 287.0 287.0
Convertible senior
notes, net of discount 167.2 - 167.2
Other (including capital
leases) 128.0 - 128.0
----- --- -----
Total debt $740.0 $812.0 $1,552.0
Preferred stock 40.0 16.1 56.1
---- ---- ----
Total debt & preferred
stock 780.0 828.1 1,608.1
Less: Free cash /
Operating cash(3) 94.5 252.6 347.1
---- ----- -----
Net debt & preferred
stock $685.5 $575.5 $1,261.0
====== ====== ========
(1) This table is simply taking the reported numbers for Live Nation and
Ticketmaster separately and adding them together.
(2) This table is not intended to represent a pro forma balance sheet for
what the combined company would have looked like on a consolidated
basis as if the Merger had been completed on December 31, 2009. This
information will be included in the Form 8-K to be filed by Live
Nation described above.
(3) Free cash is a non-GAAP item defined and reconciled to the comparable
GAAP items at the end of the release. Operating cash for Ticketmaster
is cash and cash equivalents of $554.5 million less client cash of
$301.9.
LIVE NATION FINANCIAL HIGHLIGHTS - 4th QUARTER
(Unaudited)
Q4 2009 Q4 2008 Growth
------- ------- ------
$in millions
Revenue
North American Music $516.7 $689.2 (25.0%)
International Music 323.6 203.1 59.3%
Ticketing 13.1 2.6 **
Other 0.9 1.8 **
--- --- ---
$854.3 $896.7 (4.7%)
====== ====== ======
Margins
-------
Adjusted Operating
Income (Loss) Q4 2009 Q4 2008
------- -------
North American Music $0.5 $23.9 (97.9%) 0.1% 3.5%
International Music 18.6 18.6 - 5.7% 9.2%
Ticketing (1.6) (7.7) 79.2% (12.3%) **
Other (0.5) 0.1 **
Corporate (13.5) (14.5) 6.9%
----- ----- ---
$3.5 $20.4 (82.8%) 0.4% 2.3%
==== ===== ======= === ===
Operating Income
(Loss)
North American Music $(38.9) $(297.3) ** (7.5%) **
International Music 5.6 5.0 12.0% 1.7% 2.5%
Ticketing (4.9) (11.2) 56.3% (37.7%) **
Other (0.2) - **
Corporate (16.5) (19.9) 17.1%
----- ----- ----
$(54.9) $(323.4) ** (6.4%) **
------ ------- --- ------ ---
Acquisition
Transaction
Expenses:
International Music (0.3) - **
Corporate (9.2) - **
---- --- ---
$(64.4) $(323.4) ** (7.5%) **
====== ======= === ====== ===
** percentages not meaningful
The highlights of the Live Nation financial information for the fourth quarter of 2009, as compared to the fourth quarter of 2008, are as follows:
-- Completed sale of U.K. theatrical business in the fourth quarter of
2009 for an aggregate gross sales price of $160.8 million and the
business is now reflected as discontinued operations for all periods.
-- Revenue for the quarter decreased $42.4 million driven by a $171.6
million decrease in North American Music from lower attendance at
arena shows and third-party shows partially offset by a $92.2 million
increase in International Music due to arena and stadium show results
and the re-opening of the O2 in Dublin. Foreign exchange movements in
the quarter increased revenue by $31.2 million.
-- Adjusted Operating Income, or AOI, decreased by $16.9 million,
primarily driven by a $23.8 million decline in North American Music
from decreased arena show results partially offset by a $6.1 million
increase in Ticketing from higher ticket service charges. Foreign
exchange movements in the quarter increased AOI by $2.2 million.
-- Operating Loss improved by $259.0 million, primarily driven by a
$260.8 million decrease in goodwill impairment.
LIVE NATION FINANCIAL HIGHLIGHTS - YEAR ENDED DECEMBER 31
(Unaudited)
2009 2008 Growth
---- ---- ------
$in millions
Revenue
North American Music $2,568.5 $2,678.3 (4.1%)
International Music 1,534.1 1,378.1 11.3%
Ticketing 73.6 22.4 **
Other 4.8 6.5 **
---
$4,181.0 $4,085.3 2.3%
======== ======== ===
Margins
-------
Adjusted Operating Income
(Loss) 2009 2008
---- ----
North American Music $102.3 $124.6 (17.9%) 4.0% 4.7%
International Music 104.5 88.2 18.5% 6.8% 6.4%
Ticketing 6.9 (18.7) ** 9.4% **
Other (0.3) - **
Corporate (48.9) (45.1) (8.4%)
----- ----- ------
$164.5 $149.0 10.4% 3.9% 3.6%
====== ====== ==== === ===
Operating Income (Loss)
North American Music $(18.4) $(260.4) ** (0.7%) **
International Music 67.0 47.6 40.8% 4.4% 3.5%
Ticketing (6.0) (25.9) 76.8% (8.2%) **
Other (0.6) (0.6) -
Corporate (58.4) (58.0) (0.7%)
----- ----- ------
(16.4) (297.3) ** (0.4%) **
----- ------ -- ------ ---
Acquisition Transaction
Expenses:
International Music (1.1) - **
Corporate (34.9) - **
----- --
$(52.4) $(297.3) ** (1.3%) **
====== ======= == ====== ===
** percentages not meaningful
The highlights of the Live Nation financial information for the year ended December 31, 2009, as compared to the same period in 2008, are as follows:
-- Revenue for the year increased $95.7 million, primarily driven by a
$331.8 million increase in International Music from strong stadium
shows, improved festival performance and the reopening of the O2
Dublin partially offset by a $139.9 million decrease in North American
Music due to decreased number of events and attendance. Revenue also
impacted by a $51.2 million increase in Ticketing from ticket service
charges and sponsorships and $32.3 million from acquisitions net of
the Italy divestiture. Foreign exchange movements for the year
reduced revenue by $179.8 million. Revenue on a constant currency
basis was up nearly 7% over the prior year.
-- Adjusted Operating Income increased by $15.5 million, primarily driven
by a $25.8 million increase in International Music due to the
reopening of the O2 Dublin and improved festival performance and a
$25.6 million improvement in Ticketing due to increased ticket service
charges and sponsorships, partially offset by a $21.6 million decline
in North American Music from a decrease in the number of events and
attendance at shows and a $9.9 million decline from foreign exchange
movements during the year.
-- Operating Loss improved by $244.9 million, primarily driven by a
$260.8 million decrease in goodwill impairment.
-- Free cash as of December 31, 2009 was $94.5 million and free cash flow
for the year was $58.9 million for 2009 as compared to $54.8 million
for 2008.
Key operating metrics related to the Live Nation business for the fourth quarter and year ended December 31 are outlined below:
LIVE NATION METRICS
(Unaudited; $ in millions except as noted)
------------------------------------------
Variance Variance
Key Drivers Q4 2009 Q4 2008 (Qtr.) 2009 2008 (YTD)
----------- ------- ------- --------- ---- ---- ---------
Global Music
------------
Talent Costs
and Other
Event Direct
Operating
Expenses $674.9 $729.0 (7.4%) $3,334.1 $3,288.4 1.4%
Talent and
Other Event
Expenses as
% of Total
Revenue 80.3% 81.7% 81.3% 81.1%
Number of
Live Rights
(Concerts)
(est.) 6,797 7,064 (3.8%) 21,699 22,167 (2.1%)
Total
Attendance
(est.) 12,427,000 13,278,000 (6.4%) 52,148,000 52,114,000 0.1%
Ancillary
Revenue per
Attendee
-NA Music
Amps only* ** ** ** $17.85 $16.49 8.2%
Total
Revenue per
Attendee $67.62 $67.20 0.6% $78.67 $77.84 1.1%
----------- ------ ------ --- ------ ------ ---
Sponsorship
-----------
Number of
Sponsors
(est.)
-as of
December 31,
2009 853 840 1.5% 853 840 1.5%
Sponsorship
Revenue
Recognized $36.4 $33.9 7.4% $181.0 $170.9 5.9%
Average
Revenue per
Sponsor
(rounded,
whole $) $43,000 $40,000 7.5% $212,000 $203,000 4.4%
----------- ------- ------- --- -------- -------- ---
* Excludes rentals
** Not meaningful
TICKETMASTER FINANCIAL HIGHLIGHTS - 4th QUARTER
(Unaudited)
Q4 2009 Q4 2008 Growth
------- ------- ------
$in millions
Revenue
Ticketing $351.3 $338.2 3.9%
Artist Services 57.5 45.8 25.5%
- - ----
$408.8 $384.0 6.5%
====== ====== ===
Margins
-------
Adjusted EBITDA Q4 2009 Q4 2008
------- -------
Ticketing $81.4 $64.7 25.8% 23.2% 19.1%
Artist Services 18.3 17.0 7.6% 31.8% 37.1%
Corporate and
unallocated (27.0) (23.0) (17.4%)
----- ----- -------
$72.7 $58.7 23.9% 17.8% 15.3%
===== ===== ==== ==== ====
Operating Income
(Loss)
Ticketing $62.4 $(1,049.1) ** 17.8% **
Artist Services 2.6 7.6 (65.8%) 4.5% 16.6%
Corporate and
unallocated (30.4) (26.5) (14.7%)
----- ----- -------
$34.6 $(1,068.0) ** 8.5% **
===== ========= === === ===
** percentages not meaningful
The highlights of the Ticketmaster financial information for the fourth quarter of 2009, as compared to the fourth quarter of 2008, are as follows:
-- Beta launch of new interactive seat maps on Ticketmaster.com initiated
in December 2009, a major step in improving the fan experience of
buying a ticket online, with continued roll-out throughout 2010.
-- Sold 34 million tickets in the quarter, down 3% from 2008; excluding
the impact of Live Nation, ticket volume grew slightly and average
revenue per primary ticket increased 4% (excluding foreign exchange).
-- Revenue for the quarter increased $24.8 million, or 6%, due to higher
ticket sales volume (excluding Live Nation) and average ticket fees,
along with non-ticketing revenues in advertising and Front Line.
Foreign exchange movements in the quarter increased revenue by $11.8
million.
-- Adjusted EBITDA increased $14.0 million driven by primary ticketing
growth and fixed cost reductions of $13.0 million, partially offset by
$9.6 million in merger-related costs. Foreign exchange impact on
Adjusted EBITDA was only $0.1 million for the quarter.
-- Operating Income improved $1.1 billion, driven by a $1.1 billion
non-cash, goodwill impairment charge in 2008.
-- Free cash flow for the quarter was $63.6 million as compared to $49.0
million in the prior year, an increase of 30% due to the addition of
Front Line and lower capital expenditures.
TICKETMASTER FINANCIAL HIGHLIGHTS - YEAR ENDED DECEMBER 31
(Unaudited)
2009 2008 Growth
---- ---- ------
$in millions
Revenue
Ticketing $1,294.4 $1,408.8 (8.1%)
Artist Services 191.8 45.7 **
----- ---- ---
$1,486.2 $1,454.5 2.2%
======== ======== ====
Margins
-------
Adjusted EBITDA 2009 2008
---- ----
Ticketing $288.1 $312.9 (7.9%) 22.3% 22.2%
Artist Services 56.0 17.0 ** 29.2% 37.2%
Corporate and
unallocated (96.3) (72.2) (33.4%)
----- ----- -------
$247.8 $257.7 (3.8%) 16.7% 17.7%
====== ====== ====== ==== ====
Operating
Income (Loss)
Ticketing $201.7 $(872.1) ** 15.6% **
Artist Services 2.2 7.6 (71.1%) 1.1% 16.6%
Corporate and
unallocated (107.8) (89.6) (20.3%)
------ ----- -------
$96.1 $(954.1) ** 6.5% **
===== ======= === === ===
** percentages not meaningful
The highlights of the Ticketmaster financial information for the year ended December 31, 2009, as compared to the same period in 2008, are as follows:
-- Sold 130 million tickets in 2009, down 8% from 2008; excluding the
impact of Live Nation, ticket volume was down only 2% and average
revenue per primary ticket increased 3% (excluding foreign exchange).
-- Revenue increased $31.7 million due to Front Line growth, partially
offset by lower primary ticketing revenue due to loss of Live Nation
volume and lower revenue from resale ticketing. Foreign exchange
movements decreased revenue by $38.5 million for the year.
-- Adjusted EBITDA decreased $9.9 million due to merger costs of $32.2
million, loss of Live Nation ticket volume and decline in resale
ticketing EBITDA, offset by fixed cost reductions and Front Line
growth. Foreign exchange movements decreased adjusted EBITDA for the
year by $8.9 million.
-- Operating Income improved $1.1 billion, driven by a $1.1 billion
non-cash, pre-tax goodwill impairment charge in 2008.
-- Free cash flow for the full year was $114.3 million as compared to
$167.6 million in the prior year, a decrease of 32% due primarily to
debt service payments and merger costs.
Key operating metrics related to the Ticketmaster business for the fourth quarter and year ended December 31 are outlined below:
TICKETMASTER METRICS
(Unaudited; $ in millions except as noted)
Primary Ticketing Three Months Ended Year Ended
Volume Trends by December 31, December 31,
Category 2009 2009
------------ ------------
Global Ticket Global Ticket
Tickets Mix % Tickets Mix %
------- ------ ------- ------
% Change % Total % Change % Total
to PY Tickets to PY Tickets
------- -------- ------- ---------
Concerts (3%) 50% (12%) 50%
Sports (6%) 15% (4%) 19%
Arts & Theatre (8%) 19% (4%) 18%
Family 1% 12% (6%) 10%
Other (1) 31% 4% 1% 3%
--- --- --- ---
Total (3%) 100% (8%) 100%
----- ---- --- ---- ---
(1) Other category includes: tickets for comedy shows; parking; audio and
facility tours; donations; lectures; and seminars.
Operating
Metrics (1) Q4 2009 Q4 2008 Growth 2009 2008 Growth
Number of tickets
sold 34.0 35.3 (4%) 130.3 141.9 (8%)
Gross value of
tickets sold $2,187.2 $2,155.6 1% $8,000.9 $8,906.1 (10%)
The number and gross value of tickets sold are inclusive of primary and
secondary tickets.
About Live Nation Entertainment:
Live Nation Entertainment is the world’s premier live entertainment company, consisting of Live Nation, Ticketmaster and Front Line Management Group. As the world’s first artist-to-fan vertically integrated live entertainment platform, the company is improving the fan experience and driving major innovations in ticketing technology, marketing and services. Live Nation is the largest producer of live concerts in the world, annually producing more than 22,000 concerts on behalf of 1,500 artists in 57 countries. In 2008, over 50 million fans attended Live Nation concerts and drove more than 70 million unique visitors to LiveNation.com and other online properties. Ticketmaster serves more than 10,000 clients worldwide in multiple event categories and sold more than 141 million tickets valued at over $8.9 billion on behalf of its clients in 2008. Live Nation Entertainment is headquartered in Los Angeles, California and is listed on the New York Stock Exchange, trading under the symbol LYV. For additional information about the company, please visit www.livenation.com/investors.
Conference Call:
The company will host a teleconference today, February 25th, 2010 at 5:00 p.m. Eastern Time, which can be accessed by dialing 888-603-6873 (U.S.) or 973-321-1019 (Int’l) and referencing pass code 51550402. To access the call via webcast, please visit the Investor Relations section of the company’s website at www.livenation.com/investors. Please visit the website approximately ten minutes prior to start time to ensure a connection. Additional statistical and financial information to be provided on the call, if any, will be posted supplementally under that same link. For those who are not available to listen to the live broadcast, a replay will be available shortly after the call on the Live Nation website through March 4, 2010. A replay can be accessed by dialing 800-642-1687 (U.S.) or 706-645-9291 (Int’l) and referencing pass code 51550402.
Media Contact: Investor Contact: Hannah Kampf Linda Bandov Live Nation Live Nation (310) 867-7000 (310) 867-7000 [email protected] [email protected]
Forward-Looking Statements, Non-GAAP Financial Measures and Reconciliations:
Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding the potential health and growth of Live Nation’s business, including its prospects for delivering increased annual cash flows, reducing its long-term debt and strengthening its balance sheet; the company’s anticipated achievement of its strategic objectives; and the amount of anticipated synergies and other benefits associated with the Merger. Live Nation wishes to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements, including but not limited to operational challenges in achieving strategic objectives and executing on the company’s plans, the risk that the company’s markets do not evolve as anticipated, the potential impact of the economic slowdown and operational challenges associated with selling tickets and staging events.
Live Nation refers you to the documents it files from time to time with the U.S. Securities and Exchange Commission, or SEC, specifically the section titled “Item 1A. Risk Factors” of the company’s most recent Annual Report filed on Form 10-K, which contain and identify other important factors that could cause actual results to differ materially from those contained in the company’s projections or forward-looking 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. All subsequent written and oral forward-looking statements by or concerning Live Nation are expressly qualified in their entirety by the cautionary statements above. Live Nation does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
This press release contains certain non-GAAP financial measures as defined by SEC Regulation G. A reconciliation of each such measure to its most directly comparable GAAP financial measure, together with an explanation of why management believes that these non-GAAP financial measures provide useful information to investors, is provided below.
LIVE NATION
Adjusted Operating Income (Loss) is a non-GAAP financial measure that the company defines as operating income (loss) before acquisition transaction expenses, depreciation and amortization (including goodwill impairment), loss (gain) on sale of operating assets and non-cash compensation expense. The company uses Adjusted Operating Income (Loss) to evaluate the performance of its operating segments. The company believes that information about Adjusted Operating Income (Loss) assists investors by allowing them to evaluate changes in the operating results of the company’s portfolio of businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results. Adjusted Operating Income (Loss) is not calculated or presented in accordance with U.S. generally accepted accounting principles. A limitation of the use of Adjusted Operating Income (Loss) as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue in the company’s business. Accordingly, Adjusted Operating Income (Loss) 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 U.S. GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted Operating Income (Loss) as presented herein may not be comparable to similarly titled measures of other companies.
Free Cash Flow is a non-GAAP financial measure that the company defines as Adjusted Operating Income (Loss) less net cash interest expense, less current tax expense, less maintenance capital expenditures, less distributions to noncontrolling interest partners plus distributions from investments in nonconsolidated affiliates net of contributions to investments in nonconsolidated affiliates. The company uses free cash flow, among other measures, to evaluate the ability of its operations to generate cash that is available for purposes other than maintenance capital expenditures. The company believes that information about free cash flow provides investors with an important perspective on the cash available to service debt and make acquisitions. Free cash flow is not calculated or presented in accordance with U.S. generally accepted accounting principles. A limitation of the use of free cash flow as a performance measure is that it does not necessarily represent funds available for operations and it is not necessarily a measure of our ability to fund our cash needs. Accordingly, free cash flow should be considered in addition to, and not as a substitute for, operating income (loss) and other measures of financial performance reported in accordance with U.S. GAAP. Furthermore, this measure may vary among other companies; thus, free cash flow as presented above may not be comparable to similarly titled measures of other companies.
Free Cash is a non-GAAP financial measure that the company defines as cash and cash equivalents less event-related deferred revenue, less accrued artist fees, less collections on behalf of others plus prepaids related to artist settlements and events. The company uses free cash as a proxy for how much cash it has available to, among other things, optionally repay debt balances, make acquisitions and finance venue and other revenue generating expenditures. Free cash is not calculated or presented in accordance with U.S. generally accepted accounting principles. A limitation of the use of free cash as a performance measure is that it does not necessarily represent funds available for operations and it is not necessarily a measure of our ability to fund our cash needs. Accordingly, free cash should be considered in addition to, and not as a substitute for, cash and cash equivalents and other measures of financial performance reported in accordance with U.S. GAAP. Furthermore, this measure may vary among other companies; thus, free cash as presented herein may not be comparable to similarly titled measures of other companies.
TICKETMASTER
Adjusted EBITDA is defined as operating income (loss) excluding, if applicable: (1) depreciation expense, (2) non-cash and stock-based compensation expense, (3) amortization and impairment of intangibles, (4) goodwill impairment, (5) pro forma adjustments for significant acquisitions, fair value adjustments to contingent consideration and compensation expense associated with significant acquisitions or the Merger with Live Nation and (6) one-time items. Adjusted EBITDA is one of the primary metrics by which Ticketmaster evaluates the performance of its businesses, on which its internal budgets are based and by which management is compensated. Ticketmaster believes that investors should have access to the same set of tools that it uses in analyzing its results. This supplemental measure should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for or superior to U.S. GAAP results. Ticketmaster believes this measure is useful to investors because it represents the operating results from Ticketmaster’s businesses excluding the effects of any other non-cash expenses. Adjusted EBITDA is one of the primary metrics by which Ticketmaster evaluates the performance of its businesses, on which its internal budgets are based and by which management is compensated. Adjusted EBITDA has certain limitations in that it does not take into account the impact to Ticketmaster’s statement of operations of certain expenses, including acquisitionrelated accounting. Ticketmaster endeavors to compensate for the limitations of the supplemental measure presented by also providing the comparable U.S. GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the supplemental measure.
Free Cash Flow is defined as net cash provided by operating activities less funds collected on behalf of clients, net, and less capital expenditures. Ticketmaster believes Free Cash Flow is useful to investors because it represents the cash that the operating businesses generate, before taking into account cash movements that are nonoperational. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures such as stock repurchases. This supplemental measure should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for or superior to U.S. GAAP results. Therefore, Ticketmaster believes it is important to evaluate Free Cash Flow along with the consolidated statement of cash flows. Ticketmaster endeavors to compensate for the limitations of the supplemental measure presented by also providing the comparable U.S. GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the supplemental measure.
Adjusted Loss (gain)
operating Non-cash on sale of Depreciation
income compensation operating and
($ in millions) (loss) expense assets amortization
Three months ended December 31, 2009
------------------------------------
North American
Music $0.5 $0.7 $0.1 $29.5
International
Music 18.6 4.2 (1.9) 10.7
Ticketing (1.6) 0.1 - 3.2
Other (0.5) (0.2)
Corporate (13.5) 1.7 1.2
----- ---
Total Live Nation $3.5 $6.7 $(2.0) $44.6
==== ==== ===== =====
Three months ended December 31, 2008
------------------------------------
North American
Music $23.9 $10.5 $0.8 $39.9
International
Music 18.6 9.5 0.2 3.9
Ticketing (7.7) 1.3 - 2.2
Other 0.1 0.2
Corporate (14.5) 3.5 0.7 1.2
-----
Total Live Nation $20.4 $24.8 $1.9 $47.2
===== ===== ==== =====
For the year ended December 31, 2009
------------------------------------
North American
Music $102.3 $3.9 $(0.9) $108.6
International
Music 104.5 5.3 (2.1) 34.3
Ticketing 6.9 0.3 - 12.6
Other (0.3) 0.3
Corporate (48.9) 7.2 - 2.3
-----
Total Live Nation $164.5 $16.7 $(3.0) $158.1
====== ===== ===== ======
For the year ended December 31, 2008
------------------------------------
North American
Music $124.6 $15.5 $- $99.6
International
Music 88.2 10.0 0.2 30.4
Ticketing (18.7) 1.6 - 5.6
Other 0.1 0.5
Corporate (45.1) 8.2 0.8 3.9
-----
Total Live Nation $149.0 $35.3 $1.1 $140.0
====== ===== ==== ======
Acquisition Operating
transaction Goodwill income
($ in millions) expenses Impairment (loss)
Three months ended December 31, 2009
------------------------------------
North American
Music $- $9.1 $(38.9)
International
Music 0.3 - 5.3
Ticketing - - (4.9)
Other (0.3)
Corporate 9.2 - (25.6)
-----
Total Live Nation $9.5 $9.1 $(64.4)
==== ==== ======
Three months ended December 31, 2008
------------------------------------
North American
Music $- $269.9 $(297.2)
International
Music - - 5.0
Ticketing - - (11.2)
Other (0.1)
Corporate - - (19.9)
-----
Total Live Nation $- $269.9 $(323.4)
=== ====== =======
For the year ended December 31, 2009
------------------------------------
North American
Music $- $9.1 $(18.4)
International
Music 1.1 - 65.9
Ticketing - - (6.0)
Other (0.6)
Corporate 34.9 - (93.3)
-----
Total Live Nation $36.0 $9.1 $(52.4)
===== ==== ======
For the year ended December 31, 2008
------------------------------------
North American
Music $- $269.9 $(260.4)
International
Music - - 47.6
Ticketing - - (25.9)
Other (0.6)
Corporate - - (58.0)
-----
Total Live Nation $- $269.9 $(297.3)
=== ====== =======
Reconciliation of Adjusted Operating Income (Loss) to Free Cash Flow
in Q4 2009 Q4 2008 2009 2008
-- ------- ------- ---- ----
($ in millions)
---------------
Adjusted operating income $3.5 $20.4 $164.5 $149.0
Less: Cash interest expense
- net (11.8) (14.9) (51.2) (49.9)
Cash Taxes (2.2) 22.0 (34.8) (23.3)
Maintenance capital
expenditures (3.0) (3.3) (16.9) (25.0)
Distributions to non-
controlling interest
partners (6.2) (1.2) (7.0) (3.0)
Distributions from
(contributions to)
investments in
nonconsolidated affiliates 2.9 2.3 4.3 7.0
--- --- --- ---
Free cash flow $(16.8) $25.3 $58.9 $54.8
-------------- ------ ----- ----- -----
Reconciliation of Cash and Cash Equivalents to Free Cash
December 31,
($ in millions) 2009
--------------- -------------
Cash and cash equivalents $237.0
Deferred revenue - event-related $(269.0)
Accrued artist fees $(14.2)
Collections on behalf of others $(37.5)
Prepaids related to artist
settlements/events $178.2
------
Free cash $94.5
--------- -----
Note: Net income (loss) attributable to Live Nation Entertainment, Inc.
for the three months ended December 31, 2009 and 2008 was $0.5 million
and ($339.5) million, respectively. For the year ended December 31,
2009 and 2008, the Net loss attributable to Live Nation Entertainment,
Inc. was ($60.2) million and ($239.4) million, respectively.
Reconciliation of Adjusted EBITDA to Net income (loss) attributable to
Ticketmaster Entertainment, Inc.
(in millions)
Three
Months Year
Ended Ended
------ -----
December December
31, 31,
--------- ---------
2009 2008 2009 2008
---- ---- ---- ----
Adjusted EBITDA(1) $72.7 $58.7 $247.8 $257.7
Non-cash and stock-
based compensation
expense (4.4) (3.4) (23.8) (23.7)
Amortization of
intangibles (18.1) (15.4) (71.6) (44.1)
Depreciation expense (15.6) (13.8) (56.3) (49.9)
Goodwill impairment - (1,094.1) - (1,094.1)
--- -------- --- --------
Operating income
(loss) 34.6 (1,068.0) 96.1 (954.1)
Other expense, net (21.5) (23.2) (58.0) (30.1)
----- ----- ----- -----
Earnings (loss)
before income taxes
and noncontrolling
interests 13.1 (1,091.2) 38.1 (984.2)
Income tax provision (11.2) 17.4 (19.1) (25.6)
----- ----- -----
Net income (loss) 1.9 (1,073.8) 19.0 (1,009.8)
Loss attributable to
noncontrolling
interests, net 1.1 3.0 11.3 4.3
--- --- ---- ---
Net income (loss)
attributable to
Ticketmaster
Entertainment. Inc. $3.0 $(1,070.8) $30.3 $(1,005.5)
==== ========= ===== =========
(1) Ticketmaster's Adjusted EBITDA for the year ended December 31, 2009
on page 1 above has been revised to add back $32.2 million of merger
costs to make the measure more comparable to Live Nation.
Reconciliation of Adjusted EBITDA to Operating income (loss) for
Ticketmaster by Segment
Non-cash
and stock- Amortiza-
based tion
compensa- of Deprec- Goodwill Operating
($ in Adjusted tion Intang- iation Impair- income
millions) EBITDA(1) expense ibles expense ment (loss)
Three Months Ended December 31, 2009
------------------------------------
Ticketing $81.4 $(1.9) $6.4 $14.5 $- $62.4
Artist
Services 18.3 3.6 11.7 0.4 2.6
Corporate/
unallocated (27.0) 2.7 - 0.7 - (30.4)
----- --- --- --- --- -----
Total
Ticketmaster $72.7 $4.4 $18.1 $15.6 $- $34.6
===== ==== ===== ===== === =====
Three Months Ended December 31, 2008
------------------------------------
Ticketing $64.7 $(0.8) $8.4 $12.1 $1,094.1 $(1,049.1)
Artist
Services 17.0 2.2 7.0 0.2 7.6
Corporate/
unallocated (23.0) 2.0 - 1.5 - (26.5)
----- --- --- --- --- -----
Total
Ticketmaster $58.7 $3.4 $15.4 $13.8 $1,094.1 $(1,068.0)
===== ==== ===== ===== ======== =========
For the Year Ended December 31, 2009 (1)
----------------------------------------
Ticketing $288.1 $1.4 $32.6 $52.4 $- $201.7
Artist
Services 56.0 14.0 39.0 0.8 - 2.2
Corporate/
unallocated (96.3) 8.4 - 3.1 - (107.8)
----- --- --- --- --- ------
Total
Ticketmaster $247.8 $23.8 $71.6 $56.3 $- $96.1
====== ===== ===== ===== === =====
(1) Ticketmaster's Adjusted EBITDA for the year ended December 31, 2009
on page 1 above has been revised to add back $32.2 million of merger
costs to make the measure more comparable to Live Nation.
For the Year Ended December 31, 2008
------------------------------------
Ticketing $312.9 $7.8 $37.1 $46.0 $1,094.1 $(872.1)
Artist
Services 17.0 2.2 7.0 0.2 7.6
Corporate/
unallocated (72.2) 13.7 - 3.7 - (89.6)
----- ---- --- --- --- -----
Total
Ticketmaster $257.7 $23.7 $44.1 $49.9 $1,094.1 $(954.1)
====== ===== ===== ===== ======== =======
Reconciliation of Free Cash Flow to net cash used in operating activities
for Ticketmaster
(in millions)
Three Months Ended Year Ended
------------------ ----------
December 31, December 31,
------------ ------------
2009 2008 2009 2008
---- ---- ---- ----
Free Cash Flow $63.6 $49.0 $114.3 $167.6
Funds collected on
behalf of clients,
net (81.9) (68.4) 21.2 (23.2)
Capital
expenditures 10.3 13.8 46.3 50.8
---- ---- ---- ----
Net cash used in
operating
activities $(8.0) $(5.6) $181.8 $195.2
===== ===== ====== ======
First Call Analyst:
FCMN Contact:
SOURCE: Live Nation
CONTACT: Media, Hannah Kampf, [email protected], or Investors,
Linda Bandov, [email protected], of Live Nation, +1-310-867-7000
Web Site: http://www.livenation.com/