01—Abstract
Summary
Summary of the 10-K/A filed April 30, 2010. Cited figures are marked; the original filing is the authoritative source.
This Amendment No. 1 to Form 10-K for fiscal year 2009 of Live Nation Entertainment, Inc. is a Part III amendment that adds Items 10 through 14 (directors, executive compensation, security ownership, related transactions, and accountant fees) and updates the exhibit index.
It does not contain financial statements; the filing states that the financial statements are incorporated by reference to Item 8 of the Original Form 10-K. The company reports that it is an accelerated filer with an aggregate market value of common stock held by non-affiliates of approximately $341.8 milliona as of June 30, 2009, and 171,676,593 shares outstanding as of February 19, 2010. The amendment describes the governance changes following the January 2010 merger with Ticketmaster.
The board now has 14 directors, ten of whom are independent, and Barry Diller serves as Chairman while Irving L. Azoff became Executive Chairman. Michael Rapino remains President and Chief Executive Officer.
Liberty Media Corporation owned 24,850,225 shares, or 14.4%, of common stock as of April 23, 2010, and the Liberty Stockholder Agreement gives Liberty board nomination rights and limits its acquisition of voting power to 35%. Compensation disclosures show Rapino's 2009 total compensation of $6,676,223b and cash performance bonuses totaling $2,625,000 for 2009. The filing also describes Ticketmaster-related post-merger arrangements, including a $3.0 million cash bonus and a 350,000-share restricted stock grant to Rapino upon the merger's completion, and fees paid to Ernst & Young LLP totaling $6,963 thousand for 2009, compared with $7,785 thousand for 2008.
02—Key points
Key Highlights
- Part III amendment adding Items 10–14 and updating the exhibit index; financial statements are incorporated by reference to the Original Form 10-K.
- Board of 14 directors, ten independent; Barry Diller is Chairman and Irving L. Azoff is Executive Chairman, both following the January 2010 merger with Ticketmaster.
- Liberty Media Corporation beneficially owned 24,850,225 shares, or 14.4%, of common stock as of April 23, 2010, with board nomination rights and a 35% voting power cap.
- Michael Rapino's 2009 total compensation was $6,676,223, including a $2,625,000 cash performance bonus; his new employment agreement sets a base salary of $2.0 million per year.
- Upon the merger closing, Rapino received a $3.0 million cash bonus and a grant of 350,000 restricted shares, and Ticketmaster's obligations under a note to the Azoff Family Trust were assumed.
- Ernst & Young LLP fees totaled $6,963 thousand for 2009 versus $7,785 thousand for 2008, with audit fees of $6,002 thousand in 2009.
- Shares outstanding were 171,676,593 as of February 19, 2010; aggregate non-affiliate market value was approximately $341.8 million as of June 30, 2009.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2009filed April 30, 2010Financial Statements
| Revenue | $4.18B |
| SG&A Expenses | $617.71M |
| Operating Income | -$52.36M |
| Interest Expense | $66.36M |
| Net Income | -$60.18M |
| EPS (Basic) | $-0.73 |
| Shares Outstanding (Basic) | 82.65M |
| Shares Outstanding (Diluted) | 82.65M |
05—Questions
Frequently Asked Questions
Does this amendment contain the company's financial statements?
No. The filing states that the information required by Items 8 and 15(a) is incorporated by reference to the financial statements listed in Item 8 of Part II of the Original Form 10-K. This amendment covers Part III items (directors, compensation, ownership, related transactions, and accountant fees) and the exhibit index.
Who controls the board and senior management after the Ticketmaster merger?
The board has 14 directors, ten of whom are independent. Barry Diller is Chairman of the Board, Irving L. Azoff is Executive Chairman, and Michael Rapino is President and Chief Executive Officer. Several directors, including Azoff, Diller, Dolgen, Kaufman, and Miller, were appointed by Ticketmaster, and Carleton and Malone were appointed at Liberty's request.
How large is Liberty Media's stake, and what limits does it have?
Liberty Media Corporation owned 24,850,225 shares, or 14.4%, of common stock as of April 23, 2010. Under the Liberty Stockholder Agreement, Liberty may nominate up to two directors and may not acquire beneficial ownership of Live Nation equity securities in excess of 35% of total voting power, subject to adjustment.
What compensation did the CEO receive for 2009?
Michael Rapino's total 2009 compensation was $6,676,223, including a salary of $1,501,140, stock awards of $412,500, option awards of $2,086,221, and a non-equity incentive plan payment of $2,625,000. The Compensation Committee awarded his full target cash performance bonus of $1,500,000 plus $1,125,000 under the exceptional performance bonus.
What were the auditor's fees?
Ernst & Young LLP fees for 2009 totaled $6,963 thousand, comprising audit fees of $6,002 thousand, audit-related fees of $493 thousand, tax fees of $405 thousand, and all other fees of $63 thousand. The 2008 total was $7,785 thousand. The Audit Committee approved all audit and permissible non-audit services for 2009.
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