false 0001766363 0001766363 2024-02-28 2024-02-28

 

 

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): February 28, 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 February 28, 2024, Endeavor Group Holdings, Inc. announced its financial results for the quarter and year ended December 31, 2023. 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 February 28, 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: February 28, 2024

Exhibit 99.1

 

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Endeavor Releases Fourth Quarter and Full Year 2023 Results

Beverly Hills, CA (February 28, 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 and fiscal year ended December 31, 2023.

2023 Highlights

 

   

$5.960 billion in full year 2023 revenue

 

   

Closed acquisition of WWE and launched TKO Group Holdings, Inc.

 

   

Sold IMG Academy at an enterprise value of $1.25 billion

 

   

Implemented capital return program inclusive of share repurchases and ongoing quarterly cash dividend

 

   

Commenced formal review to evaluate strategic alternatives

Full Year 2023 Consolidated Financial Results

 

   

Revenue: $5.960 billion

 

   

Net income: $557.5 million

 

   

Adjusted EBITDA: $1.216 billion

Q4 2023 Consolidated Financial Results

 

   

Revenue: $1.583 billion

 

   

Net loss: $29.3 million

 

   

Adjusted EBITDA: $292.8 million

“2023 was a transformational year for Endeavor as we strengthened our positions in sports and entertainment through many of our industry-leading assets,” said Ariel Emanuel, CEO, Endeavor. “Endeavor’s work with TKO to secure innovative media rights deals and landmark partnership agreements is proving our thesis, and we continue to benefit from demand for premium content and live experiences. We remain focused on maximizing shareholder value through quarterly dividend payments and our evaluation of strategic alternatives.”

Segment Operating Results

 

   

Owned Sports Properties segment revenue was $642.8 million for the quarter, up $341.3 million, or 113%, compared to the prior-year quarter, and was $1.82 billion for the year, up $483.5 million, or 36%, compared to the prior year. For the year, the increase in revenue was primarily attributed to the acquisition of WWE in September 2023, which contributed $383 million, and increases at UFC from higher media rights fees, including one additional PPV event; higher live event revenue, including five more events with live audiences during the year; and an increase from partnerships. The revenue increase was also attributable to greater demand for PBR event tickets and the second season of the PBR Teams series. These increases were partially offset by the sale of Diamond Baseball Holdings in September 2022. The segment’s Adjusted EBITDA was $224.7 million for the quarter, up $82.3 million, or 58%, compared to the prior-year quarter, and was $827.0 million for the year, up $178.9 million, or 28%, compared to the prior year.

 

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Events, Experiences & Rights segment revenue was $414.5 million for the quarter, down $35.0 million, or 8%, compared to the prior-year quarter, and was $2.17 billion for the year, down $18.9 million, or 1%, compared to the prior year. For the year, segment revenue was primarily impacted by the sale of IMG Academy in June 2023, partially offset by the inclusion of Barrett-Jackson for the full year, as well as increases from growth in ticket sales and partnerships from new and existing events including the Madrid Open and Miami Open tennis tournaments. Media production revenue also increased primarily due to new contracts, including with Major League Soccer, as well as the timing of biennial and quadrennial events that occurred in 2023. The segment’s Adjusted EBITDA was $13.7 million for the quarter, down $17.0 million, or 55%, compared to the prior-year quarter, and was $228.1 million for the year, down $66.7 million, or 23%, compared to the prior year.

 

   

Representation segment revenue was $427.4 million for the quarter, up $18.9 million, or 5%, compared to the prior-year quarter, and was $1.54 billion for the year, up $32.3 million, or 2% compared to the prior year. For the year, the impact on segment revenue by the WGA and SAG-AFTRA strikes was more than offset by growth in WME’s music, sports, and fashion divisions, as well as increases at 160over90, licensing, and nonscripted content production deliveries. The segment’s Adjusted EBITDA was $103.4 million for the quarter, down $20.5 million, or 16.5%, compared to the prior-year quarter, and was $391.1 million for the year, down $78.6 million, or 17%, compared to the prior year.

 

   

Sports Data & Technology segment revenue was $113.6 million for the quarter, up $5.2 million, or 5%, compared to the prior-year quarter, and was $469.8 million for the year, up $209.3 million, or 80%, compared to the prior year. For the year, growth was driven by the inclusion of OpenBet, which we acquired in September 2022, as well as growth in IMG ARENA’s betting data and streaming portfolio. The segment’s Adjusted EBITDA was $20.5 million for the quarter, down $1.1 million, or 5%, compared to the prior-year quarter, and was $62.7 million, up $14.9 million, or 31%, compared to the prior year.

Balance Sheet and Liquidity

At December 31, 2023, cash and cash equivalents totaled $1.167 billion, compared to $1.338 billion at September 30, 2023. Total debt was $5.028 billion at December 31, 2023, compared to $5.046 billion at September 30, 2023.

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.

Webcast Details

Endeavor will host an audio webcast to discuss its results and provide a business update at 5 a.m. PT / 8 a.m. ET Wednesday, February 28. The event can be accessed at: https://events.q4inc.com/attendee/398127204

The link to the webcast, as well as a recording, will also be available within the News/Events section of investor.endeavorco.com.

 

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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 the Company’s focus on maximizing shareholder value, intentions regarding quarterly dividend payments, and evaluation of strategic alternatives. 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 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 evaluation of strategic alternatives; 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; Endeavor’s dependence on the relationships of its management, agents, and other key personnel with clients; Endeavor’s reliance on its professional reputation and brand name; 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, accessible on the SEC’s website at www.sec.gov and Endeavor’s Investor Relations site at https://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, Inc. (NYSE: TKO), a premium sports and entertainment company comprising UFC and WWE.

 

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Website Disclosure

Investors and others should note that Endeavor announces material financial and operational information to its investors using press releases, SEC filings and public conference calls and webcasts, as well as its Investor Relations site at investor.endeavorco.com. Endeavor may also its 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.

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 December 31,     Year Ended December 31,  
     2023     2022     2023     2022  

Revenue

   $ 1,582,713     $ 1,260,443     $ 5,960,157     $ 5,268,137  

Operating expenses:

        

Direct operating costs

     645,437       464,233       2,441,619       2,065,777  

Selling, general and administrative expenses

     745,443       629,788       2,762,558       2,358,962  

Insurance recoveries

     —        (106     —        (1,099

Depreciation and amortization

     152,475       71,598       361,511       266,775  

Impairment charges

     46,716       —        74,912       689  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     1,590,071       1,165,513       5,640,600       4,691,104  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

     (7,358     94,930       319,557       577,033  

Other (expense) income:

        

Interest expense, net

     (88,323     (84,870     (345,683     (282,255

Tax receivable agreement liability adjustment

     48,414       (811,767     40,635       (873,264

Other income, net

     30,591       12,118       783,818       475,251  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes and equity earnings (losses) of affiliates

     (16,676     (789,589     798,327       (103,235

Provision for (benefit from) income taxes

     13,934       (642,483     219,840       (648,503
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before equity earnings (losses) of affiliates

     (30,610     (147,106     578,487       545,268  

Equity earnings (losses) of affiliates, net of tax

     1,273       (78,578     (21,018     (223,604
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

     (29,337     (225,684     557,469       321,664  

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

     (43,856     (19,504     200,953       192,531  
  

 

 

   

 

 

   

 

 

   

 

 

 

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

   $ 14,519     $ (206,180   $ 356,516     $ 129,133  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) per share of Class A common stock:

        

Basic

   $ 0.05     $ (0.71   $ 1.19     $ 0.48  

Diluted

   $ (0.03   $ (0.72   $ 1.14     $ 0.45  

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

        

Basic

     300,710,649       289,219,412       298,915,993       281,369,848  

Diluted(1)

     458,426,960       289,219,412       464,862,899       287,707,832  

 

(1)

The diluted weighted average number of shares of 464,862,899 for the year ended December 31, 2023 includes weighted average Class A common shares outstanding, plus additional shares based on an assumed exchange of Endeavor Manager Units and Endeavor Operating Units into 157,836,630 shares of the Company’s Class A common stock, an assumed exchange of Endeavor Profits Units into 802,961 shares of the Company’s Class A common stock and additional shares from RSUs, Phantom Units and redeemable non-controlling interests, as noted in the table below:

 

Weighted average Class A Common Shares outstanding - Basic

     298,915,993  

Additional shares assuming exchange of all EOC Profits Units

     802,961  

Additional shares from RSUs and Phantom Units, as calculated using the treasury stock method

     2,178,731  

Additional shares assuming exchange of all Endeavor Operating Units and Endeavor Manager Units

     157,836,630  

Additional shares assuming redemption of redeemable non-controlling interests

     5,128,584  
  

 

 

 

Weighted average Class A Common Shares outstanding - Diluted

     464,862,899  
  

 

 

 

 

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Segment Results

(Unaudited)

(In thousands)

 

     Three Months Ended December 31,     Year Ended December 31,  
     2023     2022     2023     2022  

Revenue:

        

Owned Sports Properties

   $ 642,755     $ 301,444     $ 1,815,880     $ 1,332,335  

Events, Experiences & Rights

     414,471       449,428       2,173,399       2,192,289  

Representation

     427,433       408,539       1,544,441       1,512,150  

Sports Data & Technology

     113,575       108,400       469,846       260,534  

Eliminations

     (15,521     (7,368     (43,409     (29,171
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenue

   $ 1,582,713     $ 1,260,443     $ 5,960,157     $ 5,268,137  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA:

        

Owned Sports Properties

   $ 224,702     $ 142,398     $ 827,024     $ 648,158  

Events, Experiences & Rights

     13,720       30,748       228,140       294,818  

Representation

     103,434       123,908       391,114       469,757  

Sports Data & Technology

     20,502       21,628       62,705       47,826  

Corporate

     (69,561     (79,040     (293,260     (297,031

 

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Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

 

     December 31,     December 31,  
     2023     2022  
ASSETS

 

Current Assets:

    

Cash and cash equivalents

   $ 1,166,526     $ 767,828  

Restricted cash

     278,456       278,165  

Accounts receivable (net of allowance for doubtful accounts of $66,650 and $54,766, respectively)

     939,790       917,000  

Deferred costs

     627,170       268,524  

Other current assets

     452,605       305,219  
  

 

 

   

 

 

 

Total current assets

     3,464,547       2,536,736  

Property, buildings and equipment, net

     944,907       696,302  

Operating lease right-of-use assets

     320,395       346,550  

Intangible assets, net

     5,212,365       2,205,583  

Goodwill

     10,151,839       5,284,697  

Investments

     397,971       336,973  

Deferred income taxes

     430,765       771,382  

Other assets

     621,984       325,619  
  

 

 

   

 

 

 

Total assets

   $ 21,544,773     $ 12,503,842  
  

 

 

   

 

 

 
LIABILITIES, REDEEMABLE INTERESTS AND SHAREHOLDERS’ EQUITY  

Current Liabilities:

    

Accounts payable

     587,608       600,605  

Accrued liabilities

     710,725       525,239  

Current portion of long-term debt

     58,894       88,309  

Current portion of operating lease liabilities

     76,229       65,381  

Deferred revenue

     807,568       716,147  

Deposits received on behalf of clients

     262,436       258,414  

Current portion of tax receivable agreement liability

     156,155       52,770  

Other current liabilities

     137,330       107,675  
  

 

 

   

 

 

 

Total current liabilities

     2,796,945       2,414,540  
  

 

 

   

 

 

 

Long-term debt

     4,969,417       5,080,237  

Long-term operating lease liabilities

     287,574       327,888  

Long-term tax receivable agreement liability

     834,298       961,623  

Deferred tax liabilities

     528,049       171,571  

Other long-term liabilities

     405,979       241,411  
  

 

 

   

 

 

 

Total liabilities

     9,822,262       9,197,270  
  

 

 

   

 

 

 

Commitments and contingencies

    

Redeemable non-controlling interests

     215,458       253,079  

Shareholders’ Equity:

    

Class A common stock, $0.00001 par value; 5,000,000,000 shares authorized; 298,698,490 and 290,541,729 shares issued and outstanding as of December 31, 2023 and 2022, respectively

     3       2  

Class B common stock, $0.00001 par value; 5,000,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022

     —        —   

Class C common stock, $0.00001 par value; 5,000,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022

     —        —   

Class X common stock, $0.00001 par value; 4,983,448,411 and 4,987,036,068 shares authorized; 166,569,908 and 182,077,479 shares issued and outstanding as of December 31, 2023 and 2022, respectively

     1       1  

Class Y common stock, $0.00001 par value; 989,681,838 and 997,261,325 shares authorized; 225,960,405 and 227,836,134 shares issued and outstanding as of December 31, 2023 and 2022, respectively

     2       2  

Additional paid-in capital

     4,901,922       2,120,794  

Accumulated deficit

     (117,065     (216,219

Accumulated other comprehensive loss

     (157     (23,736
  

 

 

   

 

 

 

Total Endeavor Group Holdings, Inc. shareholders’ equity

     4,784,706       1,880,844  

Nonredeemable non-controlling interests

     6,722,347       1,172,649  
  

 

 

   

 

 

 

Total shareholders’ equity

     11,507,053       3,053,493  
  

 

 

   

 

 

 

Total liabilities, redeemable interests and shareholders’ equity

   $ 21,544,773     $ 12,503,842  
  

 

 

   

 

 

 

 

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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 income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger, acquisition and earn-out costs, certain legal costs, restructuring, severance and impairment charges, certain non-cash fair value adjustments, certain equity earnings, net gains on the sales of businesses, tax receivable agreement 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 tax receivable agreement, 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 December 31,     Year Ended December 31,  
     2023     2022     2023     2022  

Net (loss) income

   $ (29,337   $ (225,684   $ 557,469     $ 321,664  

Provision for (benefit from) income taxes

     13,934       (642,483     219,840       (648,503

Interest expense, net

     88,323       84,870       345,683       282,255  

Depreciation and amortization

     152,475       71,598       361,511       266,775  

Equity-based compensation expense (1)

     53,632       50,312       256,187       210,163  

Merger, acquisition and earn-out costs (2)

     958       10,837       108,457       68,728  

Certain legal costs (3)

     28,834       4,847       41,067       16,051  

Restructuring, severance and impairment (4)

     55,873       10,429       126,661       13,258  

Fair value adjustment - equity investments (5)

     (56     1,606       (985     (12,029

Equity method (income) losses – Learfield IMG College and Endeavor Content (6)

     (8,584     69,480       11,113       218,566  

Net gain on sale of the restricted Endeavor Content business (7)

     —        —        —        (463,641

Net gain on sale of the Academy business (8)

     —        —        (736,978     —   

Tax receivable agreement liability adjustment (9)

     (48,414     811,767       (40,635     873,264  

Other (10)

     (14,841     (7,937     (33,667     16,977  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 292,797     $ 239,642     $ 1,215,723     $ 1,163,528  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income margin

     (1.9 %)      (17.9 %)      9.4     6.1

Adjusted EBITDA margin

     18.5     19.0     20.4     22.1

 

(1)

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

The increase for the three months ended December 31, 2023 compared to the three months ended December 31, 2022 was primarily due to equity awards granted under the new TKO equity plan and the WWE plan assumed in connection with the Transactions as well as new grants under the 2021 Incentive Award Plan. Equity-based compensation was recognized in all segments and Corporate for the three months ended December 31, 2023.

The increase for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was primarily due to equity awards granted under the new TKO equity plan and the WWE plan assumed in connection with the Transactions as well as new grants under the 2021 Incentive Award Plan. Equity-based compensation was recognized in all segments and Corporate for the year ended December 31, 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 December 31, 2023 primarily related to professional advisor costs of approximately $3 million and primarily related to our Owned Sport Properties segment and Corporate. Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments were a benefit of approximately $2 million, which primarily related to our Events, Experiences & Rights, Representation and Sports Data & Technology segments.

Such costs for the three months ended December 31, 2022 primarily related to professional advisor costs of approximately $7 million and related to all of our segments. 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 segment.

Such costs for the year ended December 31, 2023 related to professional advisor costs and bonuses of approximately $101 million, which primarily related to the Transactions, and primarily related to our Owned Sport Properties segment and Corporate. The bonuses and certain professional advisor costs were contingent on the closing of the Transactions. Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments were approximately $8 million, which primarily related to our Events, Experiences & Rights, Representation and Sports Data & Technology segments.

 

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Such costs for the year ended December 31, 2022 primarily related to professional advisor costs of approximately $40 million and related to all of our segments. Fair value adjustments for contingent consideration liabilities related to acquired businesses and acquisition earn-out adjustments were approximately $28 million, which primarily related to our Representation segment.

 

(3)

Includes costs related to certain litigation or regulatory matters, including a $20 million antitrust settlement, which related to our Owned Sports Properties and Events, Experiences & Rights segments and Corporate.

 

(4)

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

Such costs for the three months and year ended December 31, 2023 primarily related to the impairments of intangible assets and goodwill in our Events, Experiences & Rights segment of approximately $47 million and $75 million, respectively; and restructuring expenses across all of our segments and Corporate of approximately $9 million and $40 million, respectively.

Such costs for the three months and year ended December 31, 2022 primarily related to an investment impairment in our Events, Experiences & Rights segment, a write off of an asset in Corporate and the restructuring expenses in our Events, Experiences & Rights and Representation segments.

 

(5)

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

 

(6)

Relates to equity method (income) losses from the equity interest we retained in the restricted Endeavor Content business, which we sold in January 2022. For the three months and year ended December 31, 2022, also relates to equity method losses from our investment in Learfield IMG College.

 

(7)

Relates to the gain recorded for the sale of the restricted Endeavor Content business, net of transactions costs of $15.0 million, which were contingent on the sale closing.

 

(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 three months and year ended December 31, 2023, the adjustment for the tax receivable agreement liability related to a change in estimates of future TRA payments.

For the three months and year ended December 31, 2022, includes the adjustment for the tax receivable agreement liability related to the expected realization of certain tax benefits after concluding that such TRA payments would be probable based on estimates of future taxable income over the term of the TRA.

 

(10)

For the three months ended December 31, 2023, other costs were comprised primarily of gains of approximately $15 million on foreign currency exchange transactions, which related to all of our segments and Corporate; $3 million of costs related to our evaluation of strategic alternatives, which related to Corporate; and a gain of approximately $1 million related to the 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 December 31, 2022, other costs were comprised primarily of gains of approximately $6 million on foreign exchange transactions, which related to all of our segments and Corporate, and a gain of approximately $5 million related to non-cash fair value adjustments of embedded foreign currency derivatives.

For the year ended December 31, 2023, other costs were comprised primarily of gains of approximately $16 million on foreign currency exchange transactions, which related to all of our segments and Corporate; gains of approximately $6 million on the sales of certain businesses, which relates to our Events, Experiences & Rights segment; a gain of approximately $5 million related to the change in the fair value of forward foreign exchange contracts, which related to our Events, Experiences & Rights segment and Corporate; a gain of approximately $5 million from the resolution of a contingency; a $3 million release of an indemnity reserve recorded in connection with an acquisition, which related to our Events, Experiences & Rights segment; and $3 million of costs related to our evaluation of strategic alternatives, which related to Corporate.

For the year ended December 31, 2022, other costs were comprised primarily of losses of approximately $28 million on foreign exchange transactions, which related to all of our segments and Corporate, a gain of approximately $23 million related to the sale of DBH, which related to our Owned Sports Properties segment and losses of approximately $7 million related to forward foreign exchange contracts which related to our Events, Experiences & Rights segment and Corporate.

 

10

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Document and Entity Information
Feb. 28, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001766363
Document Type 8-K
Document Period End Date Feb. 28, 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 One 9601 Wilshire Boulevard
Entity Address, Address Line Two 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

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