LONG-LIVED ASSETS | LONG-LIVED ASSETSWe reviewed our long-lived assets for potential impairment indicators due to the suspension of our live events resulting from the global COVID-19 pandemic. Our venues are either owned or we have long-term operating rights under lease or management agreements with terms ranging from 5 to 25 years. 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 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 recorded impairment charges on certain of our definite-lived intangible assets, which are discussed below. Late in the second quarter of 2021 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 of 2021, 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. The reduction in live events due to the pandemic has had a negative impact on our operating results for 2021 and we expect certain markets to continue to be impacted in the first quarter of 2022 as there is still uncertainty on the exact timing and pace of the recovery in certain markets where vaccination efforts are still underway. As our larger venues have reopened and tours have resumed in the United States and United Kingdom and we expect other markets to reopen 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 includes expenditures for the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements along with the renewal and improvement of existing venues and technology systems, web development and administrative offices. Property, plant and equipment consisted of the following: December 31, 2021 2020 (in thousands) Land, buildings and improvements $ 1,324,278 $ 1,239,696 Computer equipment and capitalized software 910,581 887,637 Furniture and other equipment 411,403 424,363 Construction in progress 173,865 151,830 2,820,127 2,703,526 Less: accumulated depreciation 1,728,198 1,602,112 $ 1,091,929 $ 1,101,414 Definite-lived Intangible Assets The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the years ended December 31, 2021 and 2020: Client / Revenue- Venue management & leaseholds Trademarks Technology Other (1) Total (in thousands) Balance as of December 31, 2019: Gross carrying amount $ 527,490 $ 700,557 $ 149,586 $ 152,935 $ 87,338 $ 25,219 $ 1,643,125 Accumulated amortization (203,361) (402,022) (42,699) (56,416) (54,220) (14,266) (772,984) Net 324,129 298,535 106,887 96,519 33,118 10,953 870,141 Gross carrying amount: Acquisitions—current year 129,015 69,766 8,695 12 19,712 94 227,294 Acquisitions—prior year (33,118) 22,821 2,093 — 1,000 — (7,204) Foreign exchange 8,391 7,720 2,923 (2,462) 411 12 16,995 Other (2) (135,704) (222,200) (15,341) (141) (36,178) (7,912) (417,476) Net change (31,416) (121,893) (1,630) (2,591) (15,055) (7,806) (180,391) Accumulated amortization: Amortization (77,389) (88,640) (23,532) (16,737) (27,646) (5,368) (239,312) Foreign exchange (1,351) (9,239) (1,034) (613) (433) (49) (12,719) Other (2) 135,704 222,191 15,341 162 36,500 7,983 417,881 Net change 56,964 124,312 (9,225) (17,188) 8,421 2,566 165,850 Balance as of December 31, 2020: Gross carrying amount 496,074 578,664 147,956 150,344 72,283 17,413 1,462,734 Accumulated amortization (146,397) (277,710) (51,924) (73,604) (45,799) (11,700) (607,134) Net 349,677 300,954 96,032 76,740 26,484 5,713 855,600 Gross carrying amount: Acquisitions—current year 117,817 93,102 107,000 41,033 10,419 2,650 372,021 Acquisitions—prior year 5,558 — — — — — 5,558 Dispositions — (1,932) — — — — (1,932) Foreign exchange (5,922) (13,430) (2,146) (1,689) 160 4 (23,023) Other (2) (36,597) (63,146) (19,954) (8,823) (45,527) (9,653) (183,700) Net change 80,856 14,594 84,900 30,521 (34,948) (6,999) 168,924 Accumulated amortization: Amortization (72,066) (67,918) (15,599) (14,944) (18,758) (4,152) (193,437) Dispositions — 751 — — — — 751 Foreign exchange 3,141 5,779 622 554 (190) (1) 9,905 Other (2) 36,597 63,189 19,972 8,645 46,372 9,820 184,595 Net change (32,328) 1,801 4,995 (5,745) 27,424 5,667 1,814 Balance as of December 31, 2021: Gross carrying amount 576,930 593,258 232,856 180,865 37,335 10,414 1,631,658 Accumulated amortization (178,725) (275,909) (46,929) (79,349) (18,375) (6,033) (605,320) Net $ 398,205 $ 317,349 $ 185,927 $ 101,516 $ 18,960 $ 4,381 $ 1,026,338 ___________________ (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 acquisition amounts above for 2021 are definite-lived intangible assets primarily associated with the acquisition of OCESA. Information regarding the preliminary estimated fair value of the acquired OCESA intangible assets can be found in Note 3—Business Acquisitions. Included in the current year acquisitions amounts above for 2020 are definite-lived intangible assets primarily associated with the acquisitions of a festival and concert promotion business located in Ireland, a merchandise business, a festival promotion business and ticketing relationships, all located in the United States. The 2021 and 2020 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows: Weighted- Average Life (1) 2021 2020 (in years) Revenue-generating contracts 9 9 Client/vendor relationships 9 8 Trademarks and naming rights 10 1 Technology (1) 0 5 Venue management and leaseholds 10 7 Other 2 1 All categories 10 8 _____________________ (1) The weighted average life of technology intangibles does not include purchased software licenses that are typically amortized over 1 to 3 years. 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. For the years ended December 31, 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 year ended December 31, 2021, there were no significant impairment charges. For the year ended December 31, 2020, we recorded impairment charges of $23.6 million as a component of depreciation and amortization primarily related to intangible assets for revenue-generating contracts, venue management and leaseholds and client/vendor relationships in the Concerts segment primarily as a result of the expected impacts from the global COVID-19 pandemic where the useful life of the definite-lived intangible asset was expiring within the near term. For the year ended December 31, 2019, we recorded impairment charges of $26.8 million as a component of depreciation and amortization primarily related to intangible assets for revenue-generating contracts in the Concerts and Sponsorship & Advertising segments. See Note 8—Fair Value Measurements for further discussion of the inputs used to determine the fair values. Amortization of definite-lived intangible assets for the years ended December 31, 2021, 2020 and 2019 was $193.4 million, $239.3 million and $223.5 million, respectively. The following table presents our estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets that exist at December 31, 2021: (in thousands) 2022 $ 194,045 2023 $ 168,195 2024 $ 148,994 2025 $ 120,926 2026 $ 102,083 As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization expense may vary. Indefinite-lived Intangibles We have indefinite-lived intangible assets which consist of trade names. These indefinite-lived intangible assets had a carrying value of $369.0 million and $369.1 million as of December 31, 2021 and 2020, respectively. Goodwill We currently have six reporting units with goodwill balances: International Concerts, North America Concerts, Artist Management and Artist Services (non-management) within the Concerts segment; Sponsorship & Advertising; and Global Ticketing. We review goodwill for impairment annually, as of October 1, using a two-step process: a qualitative review and a quantitative analysis. In 2021, as part of the October 1 annual review, market multiples were not incorporated into our assessments for some reporting units where its current financial metrics do not support use of the market approach as a corroborating approach. When those businesses stabilizes, we will reincorporate the market approach into their fair value methodology. In 2021, as part of our annual test for impairment, all of our reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis. Considerations included excess of fair values over carrying values in the most recent quantitative analysis performed, discount rates, financial results and sensitivity analyses. We also considered changes in discount rates, market multiples if applicable, carrying value and forecasts since the last time a quantitative test was performed. One of our reporting units, International Concerts, which accounts for $265.9 million of goodwill had a negative carrying value. No impairment charges were recorded for the years ended December 31, 2021, 2020 and 2019 as a result of our annual test or interim tests when performed. See Note 8—Fair Value Measurements for discussion of the impairment calculation. The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the years ended December 31, 2021 and 2020: Concerts Ticketing Sponsorship Total (in thousands) Balance as of December 31, 2019: Goodwill $ 1,226,057 $ 766,263 $ 441,541 $ 2,433,861 Accumulated impairment losses (435,363) — — (435,363) Net 790,694 766,263 441,541 1,998,498 Acquisitions—current year 66,810 8,778 13,847 89,435 Acquisitions—prior year 9,033 — 7,165 16,198 Foreign exchange 16,373 7,518 1,181 25,072 Balance as of December 31, 2020: Goodwill 1,318,273 782,559 463,734 2,564,566 Accumulated impairment losses (435,363) — — (435,363) Net 882,910 782,559 463,734 2,129,203 Acquisitions—current year 84,592 157,519 248,295 490,406 Acquisitions—prior year (1,275) (3,888) 418 (4,745) Dispositions (150) — — (150) Foreign exchange (10,989) (6,126) (6,730) (23,845) Balance as of December 31, 2021: Goodwill 1,390,451 930,064 705,717 3,026,232 Accumulated impairment losses (435,363) — — (435,363) Net $ 955,088 $ 930,064 $ 705,717 $ 2,590,869 Included in the current year acquisitions amounts above for 2021 is goodwill primarily associated with the acquisition of OCESA. See Note 3—Business Acquisitions for further discussion. Included in the current year acquisitions amounts above for 2020 are goodwill primarily associated with the acquisitions of a festival and concert promotion business located in Ireland as well as a merchandise business, a festival promotion business and a concerts streaming business located in the United States. We are in various stages of finalizing our acquisition accounting for recent acquisitions, which include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and the allocation between segments. Investments in Nonconsolidated Affiliates During the year ended December 31, 2021, we sold certain investments in nonconsolidated affiliates for $110.2 million in cash and noncash consideration resulting in a gain on sale of investments in nonconsolidated affiliates of $83.6 million. During the year ended December 31, 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 and recognized $25.0 million in noncash additions to investments in nonconsolidated affiliates which are included in other long term assets on our consolidated balance sheets associated with these agreements. |