Class A Common Stock, $0.00001 par value per share 0001766363 false 0001766363 2024-08-08 2024-08-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 8, 2024

 

 

Endeavor Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-40373   83-3340169

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9601 Wilshire Boulevard, 3rd Floor
Beverly Hills, California
  90210
(Address of principal executive offices)   (Zip Code)

(310) 285-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock,
$0.00001 par value per share
  EDR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On August 8, 2024, Endeavor Group Holdings, Inc. announced its financial results for the quarter ended June 30, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

99.1    Press Release, dated August 8, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ENDEAVOR GROUP HOLDINGS, INC.
By:  

/s/ Jason Lublin

Name:   Jason Lublin
Title:   Chief Financial Officer

Date: August 8, 2024

Exhibit 99.1

 

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Endeavor Releases Second Quarter 2024 Results

Beverly Hills, CA (August 8, 2024) – Endeavor Group Holdings, Inc. (NYSE: EDR) (“Endeavor” or the “Company”), a global sports and entertainment company, today released its financial results for the quarterly period ended June 30, 2024.

Highlights

 

   

$1.751 billion in Q2 2024 revenue

 

   

Growth across Owned Sports Properties driven by outperformance of marquee live events including WrestleMania 40, UFC 300 and UFC 303, as well as growth in new and existing partnerships at Professional Bull Riders (“PBR”)

 

   

Strength within Representation segment driven by continued recovery following WGA and SAG-AFTRA strikes and continued consumer demand for music tours

Q2 2024 Consolidated Financial Results

 

   

Revenue: $1.751 billion

 

   

Net loss: $253.8 million

 

   

Adjusted EBITDA: $380.7 million

“TKO and PBR benefited from strong consumer demand and engagement during the quarter, and we continued to drive growth in our representation segment,” said Ariel Emanuel, CEO, Endeavor. “We remain focused on delivering for our clients and partners and maintaining momentum throughout the business as we work toward the close of our take-private transaction with Silver Lake.”

Segment Operating Results

 

   

Owned Sports Properties segment revenue was $894.1 million for the quarter, up $554.0 million, or 162.9%, compared to the second quarter of 2023. The increase was primarily attributed to the acquisition of WWE in September 2023, which contributed $457 million during the second quarter, and increases at UFC in live event revenue and higher media rights fees from holding one additional numbered event compared to the prior year period, as well as higher site fees and partnerships. Segment results also benefited from growth in new and existing partnerships at PBR and increased revenue from PBR’s team series. The segment’s Adjusted EBITDA was $422.8 million, up $243.6 million, or 135.9%, year-over-year.

 

   

Events, Experiences & Rights segment revenue was $472.2 million for the quarter, down $118.9 million, or 20.1%, compared to the second quarter of 2023. Segment revenue was primarily impacted by a decrease of $91 million from the sale of IMG Academy in June 2023, as well as by the timing of certain events including the Miami Open. These were partially offset by increases at the Madrid Open and growth from other events including the addition of EXPO Chicago. The segment’s Adjusted EBITDA was $(68.7) million for the quarter, down $145.3 million year-over-year.

 

   

Representation segment revenue was $411.4 million for the quarter, up $30.3 million, or 7.9%, compared to the second quarter of 2023. The increase in revenue is primarily attributed to growth in WME’s talent and music divisions and at 160over90, partially offset by decreases in WME’s fashion business. Adjusted EBITDA was $107.4 million for the quarter, up $0.2 million, or 0.2%, year-over-year.

 

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Sports Data & Technology Segment Update

As part of the Silver Lake take-private transaction announced in April 2024, the Company disclosed its intent to transfer, divest or sell certain business units or assets excluding TKO and any of its subsidiaries and the agency representation business WME. During the quarter, we began to actively market the businesses comprising the Sports Data & Technology segment, OpenBet and IMG ARENA. As such, for financial reporting purposes, these businesses are considered Held for Sale and the Sports Data & Technology segment is presented as discontinued operations in the Q2 2024 consolidated interim financial statements. During this process, these businesses will continue operating as usual.

Balance Sheet and Liquidity

At June 30, 2024, cash and cash equivalents totaled $697.7 million, compared to $778.6 million at March 31, 2024. Total debt was $5.073 billion at June 30, 2024, compared to $5.010 billion at March 31, 2024.

For further information regarding the Company’s financial results, as well as certain non-GAAP financial measures, and the reconciliations thereof, please refer to the following pages of this release or visit the Company’s Investor Relations site at investor.endeavorco.com.

Silver Lake Transaction

On April 2, 2024, Endeavor announced that it entered into a definitive agreement to be acquired by Silver Lake, the global leader in technology investing, in partnership with the Endeavor management team and additional anchor investors. Under the terms of the agreement, Silver Lake will acquire 100% of the outstanding shares it does not already own, other than rolled interests. Endeavor stockholders will receive $27.50 per share in cash. The merger agreement requires the Company to, in each calendar quarter prior to the closing, declare and pay a dividend in respect of each issued and outstanding share of the Company’s Class A common stock at a price equal to $0.06 per share. The transaction is subject to the satisfaction of customary closing conditions and required regulatory approvals. No other stockholder approval is required. The transaction is expected to close by the end of the first quarter of 2025.

Webcast Details

Following the prior announcement of Endeavor’s definitive agreement to be acquired by Silver Lake, the Company will not be hosting an earnings conference call this quarter.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, the expected take-private of the Company by Silver Lake; the payment to be made to the Company’s stockholders; the expected timing of the closing of the take-private transaction; and the expected sale of the businesses comprising the Company’s Sports Data & Technology segment. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other

 

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important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: risks related to the Company’s potential transaction with Silver Lake; changes in public and consumer tastes and preferences and industry trends; impacts from changes in discretionary and corporate spending on entertainment and sports events due to factors beyond our control, such as adverse economic conditions, on our operations; Endeavor’s ability to adapt to or manage new content distribution platforms or changes in consumer behavior resulting from new technologies; Endeavor’s reliance on its professional reputation and brand name; Endeavor’s dependence on the relationships of its management, agents, and other key personnel with clients; Endeavor’s dependence on key relationships with television and cable networks, satellite providers, digital streaming partners, corporate sponsors, and other distribution partners; Endeavor’s ability to effectively manage the integration of and recognize economic benefits from businesses acquired, its operations at its current size, and any future growth; failure to protect the Company’s IT systems and confidential information against breakdowns, security breaches, and other cybersecurity risks; risks related to Endeavor’s gaming business and applicable regulatory requirements; risks related to Endeavor’s organization and structure; risks related to the business combination of UFC and WWE into TKO; and other important factors discussed in Part I, Item 1A “Risk Factors” in Endeavor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as any such factors may be updated from time to time in the Company’s other filings with the SEC, including without limitation, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, accessible on the SEC’s website at www.sec.gov and Endeavor’s Investor Relations site at investor.endeavorco.com. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, Endeavor undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

We refer to certain financial measures that are not recognized under United States generally accepted accounting principles (“GAAP”). Please see “Note Regarding Non-GAAP Financial Measures” and the reconciliation tables below for additional information and a reconciliation of the Non-GAAP financial measures to the most comparable GAAP financial measures.

About Endeavor

Endeavor (NYSE: EDR) is a global sports and entertainment company, home to many of the world’s most dynamic and engaging storytellers, brands, live events, and experiences. The Endeavor network specializes in talent representation through entertainment agency WME; sports operations and advisory, event management, media production and distribution, and brand licensing through IMG; live event experiences and hospitality through On Location; full-service marketing through global cultural marketing agency 160over90; and sports data and technology through OpenBet. Endeavor is also the majority owner of TKO Group Holdings (NYSE: TKO), a premium sports and entertainment company comprising UFC and WWE.

Website Disclosure

Investors and others should note that we announce material financial and operational information to our investors using press releases, SEC filings and public conference calls and webcasts, as well as our Investor Relations site at investor.endeavorco.com. We may also use our website as a distribution channel of material Company information. In addition, you may automatically receive email alerts and other information about Endeavor when you enroll your email address by visiting the “Investor Email Alerts” option under the Resources tab on investor.endeavorco.com.

 

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Contacts

Investors: investor@endeavorco.com

Press: press@endeavorco.com

 

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Consolidated Statements of Operations

(Unaudited)

(In thousands, except share and per share data)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2024     2023     2024     2023  

Revenue

   $ 1,751,274     $ 1,305,648     $ 3,510,918     $ 2,801,626  

Operating expenses:

        

Direct operating costs

     741,989       515,902       1,532,804       1,187,487  

Selling, general and administrative expenses

     759,244       585,274       1,805,145       1,213,063  

Depreciation and amortization

     138,562       49,833       281,032       105,113  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     1,639,795       1,151,009       3,618,981       2,505,663  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss) from continuing operations

     111,479       154,639       (108,063     295,963  

Other (expense) income:

        

Interest expense, net

     (97,551     (90,368     (194,397     (175,540

Tax receivable agreement liability adjustment

     —        10,174       (2,444     12,518  

Other income (expense), net

     682       742,066       (1,272     766,533  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes and equity losses of affiliates

     14,610       816,511       (306,176     899,474  

(Benefit from) provision for income taxes

     (143,377     139,811       (206,903     174,668  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations before equity losses of affiliates

     157,987       676,700       (99,273     724,806  

Equity losses of affiliates, net of tax

     (2,833     (12,997     (5,096     (19,543
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations, net of tax

     155,154       663,703       (104,369     705,263  

Discontinued operations:

        

(Loss) income from discontinued operations

     (176,351     3,462       (268,607     (1,230

Provision for income taxes

     232,575       630       184,267       1,243  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from discontinued operations, net of tax

     (408,926     2,832       (452,874     (2,473
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (253,772     666,535       (557,243     702,790  

Less: Net (loss) income attributable to non-controlling interests

     (39,254     263,361       (205,385     291,585  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income attributable to Endeavor Group Holdings, Inc.

   $ (214,518   $ 403,174     $ (351,858   $ 411,205  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) earnings per share of Class A common stock:

        

Basic from continuing operations

   $ 0.20     $ 1.33     $ (0.16   $ 1.37  

Basic from discontinued operations

     (0.90     0.01       (1.00     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic

   $ (0.70   $ 1.34     $ (1.16   $ 1.37  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted from continuing operations

   $ 0.19     $ 1.28     $ (0.16   $ 1.35  

Diluted from discontinued operations

     (0.89     0.01       (1.00     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.70   $ 1.29     $ (1.16   $ 1.35  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares used in computing (loss) earnings per share:

        

Basic

     304,193,981       301,011,276       302,327,311       296,499,094  

Diluted(1)

     309,319,813       311,046,135       302,327,311       299,810,998  

 

(1)

The diluted weighted average number of shares of 309,319,813 for the three months ended June 30, 2024, included weighted average Class A common shares outstanding, plus an assumed exchange of Endeavor Profits Units into shares of the Company’s Class A common stock, plus additional shares from RSUs, Stock Options and Phantom Units. The diluted weighted average number of shares did not include any additional shares from securities which had an antidilutive impact on the calculation of (loss) earnings per share.

Securities that are anti-dilutive for the three months ended June 30, 2024, are additional shares based on an assumed exchange of Endeavor Manager Units and Endeavor Operating Units into 145,868,156 shares, as well as additional shares from certain Stock Options, RSUs and redeemable non-controlling interests.

 

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Segment Results

(Unaudited)

(In thousands)

 

     Three Months Ended June 30,     Six Months Ended June 30,  
     2024     2023     2024     2023  

Revenue:

        

Owned Sports Properties

   $ 894,061     $ 340,088     $ 1,579,486     $ 693,377  

Events, Experiences & Rights

     472,221       591,078       1,217,118       1,391,864  

Representation

     411,410       381,149       756,757       731,389  

Eliminations

     (26,418     (6,667     (42,443     (15,004
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenue

   $ 1,751,274     $ 1,305,648     $ 3,510,918     $ 2,801,626  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA:

        

Owned Sports Properties

   $ 422,827     $ 179,234     $ 721,799     $ 364,905  

Events, Experiences & Rights

     (68,745     76,583       27,166       184,574  

Representation

     107,388       107,149       172,585       191,355  

Corporate and other

     (80,728     (74,722     (160,231     (152,747

 

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Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

 

     June 30,
2024
    December 31,
2023
 

ASSETS

 

Current Assets:

    

Cash and cash equivalents

   $ 697,656     $ 1,166,526  

Restricted cash

     403,309       278,456  

Accounts receivable (net of allowance for doubtful accounts of $54,765 and $58,026, respectively)

     1,008,782       810,857  

Deferred costs

     646,465       606,207  

Other current assets

     438,999       432,042  

Current assets of discontinued operations

     209,531       170,459  
  

 

 

   

 

 

 

Total current assets

     3,404,742       3,464,547  

Property and equipment, net

     861,464       914,645  

Operating lease right-of-use assets

     416,645       309,704  

Intangible assets, net

     4,615,399       4,812,284  

Goodwill

     9,516,086       9,517,143  

Investments

     397,084       394,179  

Deferred income taxes

     446,484       429,729  

Other assets

     630,541       599,394  

Long-term assets of discontinued operations

     872,655       1,103,148  
  

 

 

   

 

 

 

Total assets

   $ 21,161,100     $ 21,544,773  
  

 

 

   

 

 

 

LIABILITIES, REDEEMABLE INTERESTS AND SHAREHOLDERS’ EQUITY

 

Current Liabilities:

    

Accounts payable

   $ 531,300     $ 462,361  

Accrued liabilities

     977,928       684,390  

Current portion of long-term debt

     2,329,585       58,894  

Current portion of operating lease liabilities

     65,618       73,899  

Deferred revenue

     860,165       802,344  

Deposits received on behalf of clients

     391,135       262,436  

Current portion of tax receivable agreement liability

     122,189       156,155  

Other current liabilities

     64,603       97,191  

Current liabilities of discontinued operations

     166,857       199,276  
  

 

 

   

 

 

 

Total current liabilities

     5,509,380       2,796,946  
  

 

 

   

 

 

 

Long-term debt

     2,743,045       4,969,417  

Long-term operating lease liabilities

     391,979       279,042  

Long-term tax receivable agreement liability

     743,332       834,298  

Deferred tax liabilities

     445,375       446,250  

Other long-term liabilities

     394,178       392,951  

Long-term liabilities of discontinued operations

     101,043       103,358  
  

 

 

   

 

 

 

Total liabilities

     10,328,332       9,822,262  
  

 

 

   

 

 

 

Commitments and contingencies

    

Redeemable non-controlling interests

     229,736       215,458  

Shareholders’ Equity:

    

Class A common stock, $0.00001 par value; 5,000,000,000 shares authorized; 306,602,233 and 298,698,490 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

     3       3  

Class B common stock, $0.00001 par value; 5,000,000,000 shares authorized; none issued and outstanding as of June 30, 2024 and December 31, 2023

     —        —   

Class C common stock, $0.00001 par value; 5,000,000,000 shares authorized; none issued and outstanding as of June 30, 2024 and December 31, 2023

     —        —   

Class X common stock, $0.00001 par value; 4,967,940,840 and 4,983,448,411 shares authorized; 161,433,926 and 166,569,908 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

     1       1  

Class Y common stock, $0.00001 par value; 987,806,109 and 989,681,838 shares authorized; 216,298,160 and 225,960,405 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

     2       2  

Additional paid-in capital

     4,956,534       4,901,922  

Accumulated deficit

     (505,359     (117,065

Accumulated other comprehensive loss

     (25,502     (157
  

 

 

   

 

 

 

Total Endeavor Group Holdings, Inc. shareholders’ equity

     4,425,679       4,784,706  

Nonredeemable non-controlling interests

     6,177,353       6,722,347  
  

 

 

   

 

 

 

Total shareholders’ equity

     10,603,032       11,507,053  
  

 

 

   

 

 

 

Total liabilities, redeemable interests and shareholders’ equity

   $ 21,161,100     $ 21,544,773  
  

 

 

   

 

 

 

 

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Note Regarding Non-GAAP Financial Measures

This press release includes financial measures that are not calculated in accordance with United States generally accepted accounting principles (“GAAP”), including Adjusted EBITDA and Adjusted EBITDA Margin.

Adjusted EBITDA is a non-GAAP financial measure and is defined as net income (loss), excluding the results of discontinued operations, income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger, acquisition and earn-out costs, certain legal costs and settlements, restructuring, severance and impairment charges, certain non-cash fair value adjustments, certain equity earnings (losses), net gains on sales of businesses, tax receivable agreement (“TRA”) liability adjustment, and certain other items, when applicable. Adjusted EBITDA margin is a non-GAAP financial measure defined as Adjusted EBITDA divided by Revenue.

Management believes that Adjusted EBITDA is useful to investors as it eliminates the significant level of non-cash depreciation and amortization expense that results from our capital investments and intangible assets recognized in business combinations, and improves comparability by eliminating the significant level of interest expense associated with our debt facilities, as well as income taxes and the TRA, which may not be comparable with other companies based on our tax and corporate structure.

Adjusted EBITDA and Adjusted EBITDA margin are used as the primary bases to evaluate our consolidated operating performance.

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

 

   

they do not reflect every cash expenditure, future requirements for capital expenditures, or contractual commitments;

 

   

Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;

 

   

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted EBITDA and Adjusted EBITDA margin do not reflect any cash requirement for such replacements or improvements; and

 

   

they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.

We compensate for these limitations by using Adjusted EBITDA and Adjusted EBITDA margin along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance.

Adjusted EBITDA and Adjusted EBITDA margin should not be considered substitutes for the reported results prepared in accordance with GAAP and should not be considered in isolation or as alternatives to net income (loss) as indicators of our financial performance, as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. Although we use Adjusted EBITDA and Adjusted EBITDA margin as financial measures to assess the performance of our business, such use is limited because it does not include certain material costs necessary to operate our business. Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as indications that our future results will be unaffected by unusual or nonrecurring items. These non-GAAP financial measures, as determined and presented by us, may not be comparable to related or similarly titled measures reported by other companies. Set forth below are reconciliations of our most directly comparable financial measures calculated in accordance with GAAP to these non-GAAP financial measures on a consolidated basis.

 

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Adjusted EBITDA

(Unaudited)

(In thousands)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2024     2023     2024     2023  

Net (loss) income

   $ (253,772   $ 666,535     $ (557,243   $ 702,790  

Loss (income) from discontinued operations, net of tax

     408,926       (2,832     452,874       2,473  

(Benefit from) provision for income taxes

     (143,377     139,811       (206,903     174,668  

Interest expense, net

     97,551       90,368       194,397       175,540  

Depreciation and amortization

     138,562       49,833       281,032       105,113  

Equity-based compensation expense (1)

     53,002       61,100       111,728       139,543  

Merger, acquisition and earn-out costs (2)

     32,903       15,831       57,182       29,738  

Certain legal costs (3)

     8,530       1,489       19,832       3,911  

Legal settlement (4)

     —        —        335,000       —   

Restructuring, severance and impairment (5)

     34,884       13,736       60,414       21,936  

Fair value adjustment - equity investments (6)

     20       (68     (100     (781

Equity method losses - Fifth Season (7)

     3,594       6,580       7,328       15,103  

Net gain on sale of the Academy business (8)

     —        (736,978     —        (736,978

Tax receivable agreement liability adjustment (9)

     —        (10,174     2,444       (12,518

Other (10)

     (81     (6,987     3,334       (32,451
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 380,742     $ 288,244     $ 761,319     $ 588,087  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income margin

     (14.5 %)      51.1     (15.9 %)      25.1

Adjusted EBITDA margin

     21.7     22.1     21.7     21.0

 

(1)

Equity-based compensation represents primarily non-cash compensation expense associated with our equity-based compensation plans.

The decrease for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 was primarily due to awards granted at the initial public offering under the Endeavor Group Holdings, Inc.’s 2021 Incentive Award Plan becoming fully vested partially offset by awards granted under the new TKO equity plan and the WWE plan assumed in connection with the business combination of UFC and WWE. Equity-based compensation was recognized in all segments and Corporate for three and six months ended June 30, 2024 and 2023.

 

(2)

Includes (i) certain costs of professional advisors related to mergers, acquisitions, dispositions or joint ventures and (ii) fair value adjustments for contingent consideration liabilities related to acquired businesses and compensation expense for deferred consideration associated with selling shareholders that are required to retain our employees.

Such costs for the three months ended June 30, 2024 primarily related to professional advisor costs, which were approximately $30 million and includes approximately $10 million of costs related to our evaluation of strategic alternatives, and related to our Representation and Owned Sports Properties segments and Corporate. Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments were approximately $3 million, which primarily related to our Representation and Events, Experiences & Rights segments.

Such costs for the three months ended June 30, 2023 primarily related to professional advisor costs, which were approximately $14 million and primarily related to our Owned Sports Properties segment.

 

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Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments were approximately $2 million, which primarily related to our Representation segment.

Such costs for the six months ended June 30, 2024 primarily related to professional advisor costs, which were approximately $52 million and includes approximately $27 million of costs related to our evaluation of strategic alternatives, and related to our Representation and Owned Sports Properties segments and Corporate. Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments were approximately $5 million, which primarily related to our Representation and Events, Experiences & Rights segments.

Such costs for the six months ended June 30, 2023 primarily related to professional advisor costs, which were approximately $25 million and primarily related to our Owned Sports Properties segment and Corporate. Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments were approximately $5 million, which primarily related to our Representation and Events, Experiences & Rights segments.

 

(3)

Includes costs related to certain litigation or regulatory matters in our Owned Sports Properties and Events, Experiences & Rights segments and Corporate.

(4)

Relates to a legal settlement in our Owned Sports Properties segment.

(5)

Includes certain costs related to our restructuring activities and non-cash impairment charges.

Such costs for the three months ended June 30, 2024 primarily relate to an estimated loss of $24 million on certain assets held for sale in our Owned Sports Properties segment and restructuring expenses in all of our segments.

Such costs for the six months ended June 30, 2024 primarily relate to an estimated loss of $24 million on certain assets held for sale in our Owned Sports Properties segment, the restructuring expenses in all of our segments and the impairment of an asset in our Events, Experiences & Rights segment.

Such costs for the three and six months ended June 30, 2023 primarily relates to a loss of approximately $9 million due to an other-than-temporary impairment for one of our equity method investments, which related to our Events, Experiences & Rights segment; and the restructuring expenses in our Events, Experiences & Rights and Representation segments and Corporate.

 

(6)

Includes the net change in fair value for certain equity investments with and without readily determinable fair values, based on observable price changes.

 

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(7)

Relates to our share of losses for our investment in Fifth Season.

(8)

Relates to the gain recorded for the sale of the Academy business, net of transactions costs of $5.5 million, which were contingent on the sale closing.

(9)

For the six months ended June 30, 2024 and the three and six months ended June 30, 2023, the adjustment for the tax receivable agreement liability related to a change in estimates of future TRA payments. No adjustment was recorded for the three months ended June 30, 2024.

(10)

For the three months ended June 30, 2024, other was comprised primarily of losses of approximately $1 million on foreign currency exchange transactions, which related to all of our segments and Corporate, and a loss of approximately $1 million related to change in the fair value of forward foreign exchange contracts, which related to our Events, Experiences & Rights segment and Corporate.

For the three months ended June 30, 2023, other was comprised primarily of gains of approximately $5 million on foreign currency exchange transactions, which related to all of our segments and Corporate and a gain of approximately $3 million related to change in the fair value of forward foreign exchange contracts, which related to our Events, Experiences & Rights segment and Corporate.

For the six months ended June 30, 2024, other was comprised primarily of losses of approximately $6 million on foreign currency exchange transactions, which related to all of our segments and Corporate; and a gain of approximately $2 million related to non-cash fair value adjustments of embedded foreign currency derivatives, which related to our Events, Experiences & Rights segment.

For the six months ended June 30, 2023, other was comprised primarily of gains of approximately $15 million on foreign currency exchange transactions, which related to all of our segments and Corporate; a gain of approximately $6 million related to the change in the fair value of forward foreign exchange contracts, which related to our Events, Experiences & Rights segment and Corporate; gains of approximately $6 million on the sales of certain businesses, which relates to our Events, Experiences & Rights segment; and a gain of approximately $5 million from the resolution of a contingency.

 

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v3.24.2.u1
Document and Entity Information
Aug. 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 08, 2024
Entity Registrant Name Endeavor Group Holdings, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-40373
Entity Tax Identification Number 83-3340169
Entity Address Address Line 1 9601 Wilshire Boulevard
Entity Address Address Line 2 3rd Floor
Entity Address City Or Town Beverly Hills
Entity Address State Or Province CA
Entity Address Postal Zip Code 90210
City Area Code 310
Local Phone Number 285-9000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, $0.00001 par value per share
Trading Symbol EDR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001766363
Amendment Flag false

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