TKO Group Holdings, Inc. (NYSE:TKO) Q1 2024 Earnings Call Transcript

TKO Group Holdings, Inc. (NYSE:TKO) Q1 2024 Earnings Call Transcript May 11, 2024

TKO Group Holdings, Inc. isn’t one of the 30 most popular stocks among hedge funds at the end of the third quarter (see the details here).

Ben Swinburne – Morgan Stanley:

Brandon Ross – LightShed Partners:

Robert Fishman – MoffettNathanson:

Eric Handler – Roth MKM:

Stephen Laszczyk – Goldman Sachs:

Ryan Gravett – UBS:

Operator: Good afternoon. Thank you for attending today’s First Quarter TKO 2024 Earnings Call. My name is Tamia, and I will be your moderator for today’s call. All lines will be muted during the presentation portion of the call with an opportunity for questions-and-answers at the end. [Operator Instructions]. I would now like to pass the conference over to your host, Seth Zaslow, Head of Investor Relations. You may proceed.

Seth Zaslow: Good afternoon and welcome to TKO’s first quarter 2024 earnings call. A short while ago, we issued a press release, which you can view on our Investor Relations website. A recording of this call will also be available via our website for at least 30 days. Joining me on today’s call are Ari Emanuel, TKO’s Executive Chair and Chief Executive Officer, Mark Shapiro, our President and COO and Andrew Schleimer, our CFO. After our prepared remarks from Ari and Andrew, we’ll open the call for questions. The purpose of this call is to provide you with the information regarding our first quarter 2024 performance. I want to remind everyone that the information discussed will include forward-looking statements and or projections that involve risks, uncertainties and assumptions.

Please see our filings with the Securities and Exchange Commission for further detail. If these risks or uncertainties were to materialize or any assumptions prove incorrect, our results may differ materially from those expressed or implied on this call. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update them in light of new information or future events except as legally required. Our commentary today will also include non-GAAP financial measures, which we believe provide an additional tool for investors to use in evaluating ongoing operating results and trends. These measures should not be considered in isolation from or as a substitute for financial information prepared in accordance with GAAP.

Reconciliations between GAAP and non-GAAP metrics can be found in our press release issued today as well as the information posted on our IR website. With that, I’ll now turn the call over to Ari.

Ariel Emanuel: Thanks Seth. TKO is off to a solid start in 2024 with strong performance across both UFC and WWE. Coming off a record 2023 for both businesses in terms of revenue and profitability, we’ve continued to deliver through the first quarter. We had record attendance and gates across our live events portfolio in the quarter. We secured a landmark global deal for WWE with Netflix and renewed UFC rights in multiple international markets. We landed groundbreaking brand partnerships, including a first ever in ring sponsor for WWE. We settled all claims in the UFC antitrust lawsuits, bringing that matter to a close without introducing any further changes to our existing business operations. In April, WrestleMania 40 drew its largest ever viewership and set a WWE gate record with a 145,000 fans over two days at Philadelphia’s Lincoln Financial Field.

In the following weekend, UFC 300 became one of the highest grossing events in UFC history. Based on Q1 performance and business momentum, today we are raising our full year guidance for revenue and adjusted EBITDA. Andrew will share more detail on our financial shortly, but first I will touch on recent highlights that underscore our conviction. First, as our record setting events demonstrate, the experience economy is alive and well, especially for premium content and experiences like ours. For UFC, during Q1, we sold out all five events with live audiences, setting numerous arena gate records. These included UFC 297 in Toronto, UFC’s highest grossing arena event in Canada, UFC 298 in Anaheim, the highest grossing MMA event ever in California, and UFC 299 in Miami, setting the arena record and ranking among the highest grossing UFC events of all time.

UFC also returned to Mexico City with a fight night that became our highest grossing event in the country and coincided with the launch of our performance institute there. The Mexico City facility, our third performance institute worldwide, will accelerate our efforts to develop and support MMA athletes across Latin America, an important growth market and source of some of UFC’s top talent. We’re equally excited about several big upcoming fights, including Conor McGregor highly anticipated return to the octagon at UFC 303 on June 29th and UFC’s planned debut at the Las Vegas Sphere this September. Turning to WWE, premium live events in the quarter, Royal Rumble and Elimination Chamber delivered record gross revenue and viewership. Royal Rumble broke the all-time attendance record for Tropicana Field in Saint Petersburg, Florida.

An elimination chamber in Perth, Australia brought out more than 52,000 fans to mark WWE’s first Australia event since 2018 as part of an agreement with Tourism Western Australia. Throughout the quarter, WWE’s events also benefited from momentum leading up to WrestleMania with 17 consecutive sellouts for televised events. This sellout streak is the longest for televised events in WWE history. In total, WWE events in Q1 set 54 individual market records for both gross and paid tickets across all event types. These attendance records speak to the broader economic benefits we bring to host cities and we are focused on partnering with local governments and maximizing revenue opportunities from site fees. As one recent example, during the quarter, Tourism Western Australia entered a multi-year partnership for UFC to return to Perth with at least two events including the UFC 305 pay per view in August and one additional Fight Night in subsequent years.

Huge crowds in a sports stadium with their smartphones streaming a live game.

These initiatives all follow WWE’s own successful partnership with the Western Australian government. Next, we are well positioned to continue growing our brand partnerships. At the beginning of the year, we merged the global partnership teams of UFC and WWE to go-to-market in a unified way and enable more brands to engage with our fans. Right out of the gates, our team has delivered significant wins, expanding both businesses’ brand relationships across new categories, territories, and assets. UFC’s record setting partnership with Anheuser-Busch is off to a successful start, and we’ve added multiple first-time partners across the beverage, health and beauty, vocational training, health care, and medical equipment categories. For WWE, we announced a first ever brand partner to appear center mat premium live events as well as multiple premium brands, including Wheatley Vodka, Amazon Studios, and Coca Cola.

All told, we’re encouraged by this fast start and remain confident in our ability to grow global partnerships revenue, particularly on the WWE side as our team has done for UFC. Finally, our premium sports and entertainment content remains in demand. This is clearly demonstrated by the global $5 billion plus Netflix deal WWE announced early in the quarter. We’re incredibly excited about the potential we see with Netflix and for our fans around the world. Well ahead of the 2025 launch, the partnership is already getting off to a promising start. WrestleMania 40 streamed live on Netflix in New Zealand last month through a onetime arrangement. Despite no marketing push, WWE fans tuned in in full force, propelling the event to the number one spot in Netflix’s local programming lineup over a four-day span.

In addition to Netflix, we remain focused on our upcoming media renewals. During the quarter, we secured a short-term agreement with USA Network to extend RAW through the fourth quarter of 2024. We also continue to secure rights agreements and renewals for UFC and international territories at healthy average annual increases. In closing, across each of our lines of business, we believe TKO is well positioned to capitalize on its strengths to drive continued growth and profitability. We remain focused on generating cost and revenue synergies, executing our strategy and delivering sustainable long-term value for shareholders. With that, I’ll turn the call over to Andrew.

Andrew Schleimer: Good afternoon. I’ll start with an update on integration and then shift to our financial results before discussing our capital structure and outlook for the remainder of 2024. As Ari highlighted, we continue to make significant progress with the integration of our businesses. Both are delivering strong results and are well positioned for continued success. We remain focused on realizing the revenue and cost synergies that underpin the strategic and financial rationale for the transaction. In addition to the major wins that Ari discussed, this past weekend we announced that Las Vegas will host WrestleMania 41 at Allegiant Stadium in April 25 in partnership with the Las Vegas Convention and Visitors Authority.

As we’ve stressed, site fees are a key area of focus for us and this event includes a meaningful payment as well as other cash and non-cash incentives. Further to our plans to integrate our operations, last month we announced that NXT Battleground, one of our NXT PLEs, will be staged at UFC Apex on June 9th. This marks the first ever WWE event to be hosted at UFC state of the art event and production facility. In partnership with On Location, we’ll offer fans premium experience packages for this event. On the cost side, we continue to make progress as we look to further optimize our cost structure. We’re firmly on track to achieve the upper end of the previously communicated range of $50 million to $100 million in annualized net savings this year.

As we discussed on our last earnings call, we’re now primarily focused on seeking deeper business integration that will yield efficiencies across our business. Before I turn to our financial results, I want to take a moment to discuss the agreement that we reached in March to settle all claims asserted in both UFC antitrust lawsuits. We’re pleased to have this matter resolved without introducing any further changes to UFC’s existing business operations. The long form settlement agreement is expected to be filed shortly with the court for approval. As previously disclosed, the aggregate settlement is $335 million. We recorded a charge for this full amount in the first quarter, which will be paid in three installments, $100 million this quarter, $100 million in Q4 and the final $135 million in the Q2 of 2025.

The settlement is anticipated to be deductible for tax purposes as and when paid. As a result, we expect our tax distributions to members as required under our Up Fee structure to be meaningfully reduced such that we won’t realize an adverse dollar for dollar impact to cash on hand. Turning now to our financial results. First quarter 2024 reported results include three months of activity for both UFC and WWE. WWE activity is not included in the reported results for the first quarter of 2023. To assist with comparability, we presented supplemental financial information in our press release and IR website that includes WWE activity and the portion of the WWE related to the corporate group for the first quarter of ‘23, as well as each quarterly period from January 1, ‘22 through September 11, ‘23.

For the first quarter of ‘24, TKO generated revenue of $630 million. Net loss was $250 million driven by the $335 million charge related to our legal settlement. Adjusted EBITDA was $282 million and our adjusted EBITDA margin was 45%. Including WWE activity for January 1st through March 31, ‘23, combined revenue for the first quarter of 2023 was $604 million, combined adjusted EBITDA was $257 million and our combined adjusted EBITDA margin was 42%. Inclusive of these amounts, revenue increased 4%, adjusted EBITDA increased 10% and adjusted EBITDA margin increased 3 percentage points. Now I’ll walk you through our segments. Our UFC segment generated revenue of $313 million in the quarter, an increase of 2% or $6 million. Adjusted EBITDA was $195 million an increase of 5% or $9 million.

UFC’s adjusted EBITDA margin was 62%, up from 61% in the prior year period. Revenue growth was led by partnerships as sponsorship revenue increased 28% to $49 million. The increase was driven by new partners including Anheuser-Busch, which launched in January, as well as increases in fees from renewals. Live Events revenue increased 12% to $35 million, despite one less numbered event, three in Q1 as compared to four in the prior year, ticket sales increased as a result of the mix of event territories and venues. UFC had 11 total events, including five events with live audiences in the first quarter of this year as compared to 10 total events, including six with live audiences in the prior year. Media rights and content revenue decreased 4% to $215 million.

The decrease was primarily driven by one less numbered event, which carries a higher allocation of fixed media revenue. This impact more than offset the benefit of two additional fight nights in the quarter. Adjusted EBITDA reflected the increase in revenue and a decrease in expenses. The decrease in expenses reflected lower direct operating costs, primarily due to a decrease in production, marketing and athlete costs, as well as a decline in direct cost of revenue due to one fewer numbered event. SG&A decreased, primarily driven by lower travel expenses from one less numbered event and one less international event versus the prior year. Turning to WWE. Our WWE segment generated revenue of $317 million in the quarter. Adjusted EBITDA was $140 million and adjusted EBITDA margin was 44%.

The following commentary on the first quarter includes comparisons to activity for the period from January 1st through March 31, 2023. In the first quarter of ‘23, revenue was $298 million, adjusted EBITDA was $117 million and adjusted EBITDA margin was 39%. Revenue increased 6% or $19 million, adjusted EBITDA increased 20% or $23 million and adjusted EBITDA margin increased 5 percentage points. Revenue growth was led by continued strong performance for Live Events. Live Events revenue increased 58% to $50 million. The increase was primarily related to an increase in ticket sales and site fees, including a meaningful payment for Elimination Chamber in Perth, Australia, our largest for an international territory outside of the Middle East.

Media rights and content revenue increased 5% to $221 million. The increase was principally related the contractual escalation of media rights fees for our flagship weekly programming, RAW and SmackDown, as well as Premium Live Events. Sponsorship revenue decreased $3 million to $14 million primarily due to timing and the mix of events. As expected, consumer products revenue declined $8 million to $32 million. The decrease was primarily due to the absence of revenue recorded in the first quarter of ‘23 related to the early termination of an agreement for licensed collectibles, as well as the previously disclosed accounting related to the transition of our Venue merchandise business to Fanatics in May of ‘23. Adjusted EBITDA reflected the increase in revenue and a decrease in expenses.

The decrease in expenses reflected lower personnel costs and other direct costs related to our planned cost reduction initiatives implemented following the formation of TKO, partially offset by an increase in production costs as well as travel and entertainment. Turning to corporate. Corporate reflects the general and administrative operations supporting both of our segments, including finance, legal, HR and the executive team. Corporate also includes the fees paid by TKO to Endeavor under its services agreement. Corporate expenses were $53 million for the first quarter of 2024. On a combined basis, corporate expenses were $47 million for the first quarter of ‘23. The increase was primarily due to higher personnel costs, including executive compensation and other G&A expenses, including public company costs following the formation of TKO in September of last year.

As a reminder, in mid-March, WWE began paying a services fee to Endeavor in addition to the fee being paid by UFC. Now moving on to our capital structure. We define free cash flow as net cash provided by operating activities less capital expenditures. Free cash flow excludes the majority of the mandatory tax distributions to our owners but does include the portion of cash taxes paid by TKO PubCo. For the quarter, we generated $28 million of free cash flow. This includes $32 million of capital expenditures, approximately $20 million of which related to WWE’s new headquarters. We expect a similar level of spending in the second quarter on the new HQ, but nothing meaningful beyond that as the project has reached completion. First quarter free cash flow was also impacted by various normal course working capital items, specifically the timing of annual bonus payments, as well as customer collections and payments related to events such as WrestleMania and UFC 300 that occurred in early April.

We ended the quarter with $2.752 billion in debt and $246 million in cash and cash equivalents. As we previously discussed, we expect to have significant financial capacity over time as we grow adjusted EBITDA and generate cash. As such, we’ll continue to consider a wide spectrum of opportunities to increase shareholder value, including organic investment of positive ROI, reducing our net debt position, returning capital to shareholders in the form of share repurchases and or dividends and M&A should a unique and compelling opportunity present itself. In April, we repurchased approximately 1.9 million shares for 165 million. Since the formation of TKO in September of ‘23, we’ve repurchased a total of approximately 3.2 million shares for $265 million.

As publicly reported, we also looked at MotoGP. This was an asset that we saw would complement our existing portfolio and create long term value for shareholders under our operational control. Going forward, we expect to explore opportunities to increase value and enhance our growth profile through M&A, but intend to do so in a selective and disciplined manner. Now turning to our outlook. As noted in our press release, we raised our full year 2024 guidance for revenue and adjusted EBITDA. We are now targeting revenue of $2.61 billion to $2.685 billion and adjusted EBITDA of $1.185 billion to $1.205 billion. The $35 million increase at the midpoint of both revenue and adjusted EBITDA is related primarily to, number one, strong operating performance on a year-to-date basis, primarily driven by continued strength in live events at both of our businesses and number two, our agreement with USA Network for the domestic rights to RAW for the fourth quarter of this year.

As a result, our guidance now includes $25 million of revenue and adjusted EBITDA in the fourth quarter. As we discussed on our last call, given the quarterly fluctuations related to the timing of events and content deliveries, among other items, we do not intend to provide quarterly guidance and believe our results are best evaluated on a full year basis. That said, as we look to the second quarter of 2024, we wanted to highlight a few notable items. Given the timing of our event calendar, we expect the second quarter to be our highest revenue and adjusted EBITDA quarter of the year in terms of absolute dollars. At UFC, the current calendar includes four numbered events compared to three in the prior year period. In addition, we expect seven events with live audiences compared to five in the second quarter of ‘23.

One of the incremental fight nights is scheduled to take place in Saudi Arabia and will include a meaningful site fee. At WWE, results will reflect the impact of WrestleMania 40, as well as King and Queen of the Ring on May 25th in Jeddah. At Corporate, as I mentioned a moment ago, our results will include WWE services fee to Endeavor for a full three months as well as UFC, which will continue to be paid. In terms of free cash flow conversion from adjusted EBITDA, we updated our target for the year to reflect the impact of $200 million of settlement payments, which were included in operating cash flow, partially offset by the outperformance of the business in Q1 and the benefit of the RAW agreement in Q4. As a result, we now expect full year 2024 free cash flow conversion in excess of 40% of our adjusted EBITDA target range.

In conclusion, we generated strong first quarter results that reflected continued strength at both of our businesses. We are extremely excited about the road ahead and our prospects for 2024 and beyond. With that, I’ll turn it back to Seth.

Seth Zaslow: Thanks. Operator, Mark and Andrew are ready to field questions. As an fyi for those on the call, Ari is not joining Q&A today.

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Q&A Session

Operator: Thank you. We will now begin the question-and-answer session. [Operator Instructions]. The first question comes from Ben Swinburne with Morgan Stanley. You may proceed.

Ben Swinburne: Thanks. Good afternoon, guys. I guess for Mark, I got to ask you about the NBA news. I guess it’s not official yet, but there’s been a lot of press on it. It’s certainly making, I think everyone feel better about the sports market in general and your renewal opportunities coming up. How do you look at the NBA deal in the context of what TKO has ahead of itself, particularly given ESPN is obviously part of that process? And then Andrew, I just want to make sure I understood your comment on the dollar-for-dollar impact or no impact from the settlement. Are you saying that basically the cash tax benefits essentially fund the settlements over the course of this year next year? Just want to make sure I totally got that. Thank you, guys. Appreciate the help.

Mark Shapiro: Andrew will kick it off.

Andrew Schleimer: Let me take the second one first, Ben. But in terms of my commentary, the $200 million of payments that we will be making in calendar ‘24 are deductible for tax purposes such that it will have a benefit when we’re calculating our cash tax distributions to members and it will reduce the amount that we would otherwise have to pay to members. So, the $200 million out actually will be less of an impact on our overall cash on hand given its positive impact to cash tax liability to members given the up-fee structure.

Ben Swinburne: Got it.

Mark Shapiro: And then on your first question, Ben, I mean, frankly I would tell you that going back to the days of running programming at ESPN and keep in mind I left it almost 19 years ago in 2005, I’ve been hearing about the decline in the value of sports rights. We’re going to be hitting a ceiling, we’re getting close, folks are getting nervous, they’re pricing it in and obviously in doing the RAW renewals and the SmackDown renewals with Nikon and Ari, we had a lot of pushback on that. And frankly, everywhere you look it says otherwise. The NCA deal was a strong deal for all the rights including the women’s sports. The NASCAR deal was a strong deal. The SmackDown deal moving to NBC is a strong deal. Netflix never getting into sports and now RAW is there with Sports Entertainment is a strong deal.

In the NBA, everyone laughed when Adam said he could get 3x or if they didn’t laugh, they doubted it. And I think when this is all said and done, he’s going to be close to 3x. And that’s what happens when you have four bidders at the table at a minimum and you have a premium sports property like the NBA. We look at UFC as a premium sports product with great growth ahead of it. We feel good about the potential package that we’ll end up with and we see the demand for live sports is outstripping the supply of premium sports content. And the great thing about UFC, let’s not forget, it’s not just a volume product. In fact, it’s not really a volume product. It’s a premium volume product, sort of like the NFL used to be before Thursday Night Football.

It was frankly Sunday and Monday nights. It was driven by scarcity and I think UFC benefits the same way. We’re also both at once a subscriber acquisition tool and a churn antidote. We’re attractive to digital and linear and we’re year-round. So going back to the initial point, I mean we feel good about where we are. We’re live, we’re urgent, we’re a shared experience and we’re optimistic at the potential package we will end up with.

Ben Swinburne: Thanks a lot.

Mark Shapiro: Thank you.

Operator: Thank you. The next question comes from Brandon Ross with LightShed Partners. You may proceed.

Brandon Ross: Hi, guys. Thanks for taking the questions. Andrew, in the prepared, you brought up your bid for MotoGP, which was reportedly even higher than Formula 1. It leads to the question, I guess, about how you see the future of TKO. Specifically, how strong is the desire to expand outside of UFC and WWE through acquisitions? And do you see a quantity of opportunities out there or was this acquisition attempt closer to a one off? And then in addition to expanding through acquisition, are there other sports where you see an opportunity to build organically out of what you have?

Mark Shapiro: Brandon, it’s Mark. Let me take that. First of all, really dating back to just the Endeavor days, MotoGP is something that Dorna overall is something that Ari and I were really interested in and we have kind of danced with them for a couple of years. I’ll remind you that the media division at IMG does distribution of the Dorna MotoGP product around the world. So, we’re very familiar with it. We’re familiar with the investors as well because some of them have been or are in our stack at Endeavor as a public company. And frankly MotoGP kind of lines up with WWE and UFC, right? Same kind of multiple growth levers, year-round sport for the most part, driven by sponsorship, ticketing, premium hospitality, site fees.

It’s kind of what we do, and it doesn’t really have a strong following in the U.S. So, we thought there was something there for us. But look, we knew Liberty was in there. We knew it made a lot of sense for F1 and why they would want it, potentially why MotoGP, the Formula 1 of motorcycles would want to be with them. And so, we kind of danced around the hoop in a very non-binding way and ultimately, they made the decision as we suspected to go with Liberty. I would tell you that look, you see in our financial results today, they’re strong for Q1 and we raised our annual guidance in revenue and adjusted EBITDA. We have a healthy adjusted EBITDA margin at 45% consolidated for the quarter. We have strong free cash flow conversion for the year in excess of 40%, likely well in excess of 50% in 2025.

WWE, UFC, overall TKO is a low CapEx business, and this is all a long way of saying we expect to generate significant levels of free cash annually. We expect to have significant and increasing financial capacity as a result of that and we intend to be thoughtful and opportunistic in our deployment of capital all through a lens of maximizing shareholder value. So those potential uses could include organic investments in high ROI projects, reducing our net debt position which is something we look at all the time with Andrew and the board, return of capital to shareholders through share repurchases or dividends which I know a lot of folks on this call are anxious to hear more about. And to your last point, attractive M&A opportunities that are strictly confined to premium sports content and live events.

There’s no genre in the content universe that is hotter than sports and I say that being the president of two companies here, one being Endeavor, which is all about Hollywood music. Sports experiences in all its forms are in high demand. But make no mistake, whatever we look at, whatever we dance with, whatever we ultimately chase, we will be disciplined. It will have to be an accretive deal. And finally, it must have significant long term growth opportunities with multiple levers of growth in the way that UFC and WWE have them in spades.

Brandon Ross: Great. And then very quickly, over the past couple of days, there have been some press reports in quotes out of Saudi, about you expanding your relationship there. I guess for both UFC and WWE, anything you could tell us about what you think the opportunity is there and how many events you could stage across WWE and UFC? And would these be in addition to your current premium events or replace them?

Mark Shapiro: Thanks. Thank you, Brandon. What I would say there is, let’s remember we have a strong and healthy relationship with the Kingdom through WWE and doing two annual events a year. And I’ll just remind folks for the avoidance of doubt. Those deals were primarily and highly tied to Vince McMahon. And there was a lot of speculation with Vince being gone, would that impact the relationship in a negative way. Would they be looking to get out of it? And I would say proudly that Nick Khan in particular has developed and sustained, cultivated, nurtured a very, very strong relationship and a handoff from Vince. And they have a lot of trust in each other, they have a lot of faith, we’ve been delivering on those events and potentially we could look to do more events.

But nothing is planned beyond those two events at this time and we will continue to look at eventizing or festivalizing those WWE events more than we already do. From a UFC perspective, frankly Dana was willing to give this a try for our first event which is in June and didn’t really want to commit to much more until we got out of the gates on that first event, which I thought was ironically a great story for us because everybody assumed their investment in PFL would mean live for UFC and I think you know what that means. And it’s quite the contrary. Dana’s developed a great relationship as well and in tandem with Nick and so much so that we were willing to and they were willing to commit to another event next year. So right now, no more plans than the one event per year and frankly it’s just this year and next year, there’s nothing more beyond that.

But as you can see with our Sphere event that we announced for September, they’re going to invest in sponsorship of that event. And by the way just over on the Endeavor side and this is not an Endeavor call whatsoever, but we have a lot of history with them in tennis and PIF investing in our tennis events. So, relationships good across the board, good C suite relationships, getting out of the gate, feeling each other out, good experiences and we plan to build on that if it continues as such. Andrew?

Andrew Schleimer: The only thing I’d note Brandon is in terms of calendar we’ve never really discussed specifically whether or not this would be an increase in output or one of our existing events. But what we can say is it does carry a meaningful site fee in 2025, the additional event in Saudi Arabia. So, stay tuned as we get deeper into the year and start talking about ‘25, but we’re likely I mean, I’m not going to comment on incremental output while those opportunities obviously do present themselves and are available to us.

Mark Shapiro: And it goes without saying DCT in Abu Dhabi is a strong and experienced and great track record partner of UFC. We’ve talked about expanding that relationship in a multitude of ways. Obviously, we do events there on an annual basis. We’re committed long-term. We have a partnership to expand UFC events in the Middle East with them. So, they’re a part of anything we do with Saudi Arabia or anybody else. We’ve talked about potentially launching one of our performance institutes there. So, everything we do in the Middle East, we do it in conjunction and in tandem and in strong communication with our friends at DCT.

Brandon Ross: Thank you.

Mark Shapiro: Thank you.

Operator: Thank you. The next question comes from Robert Fishman with MoffettNathanson. You may proceed.

Robert Fishman: Hi, good afternoon. Two questions for you guys, actually both on media rights. So different angle, but with college football playoffs locked into their exclusive ESPN deal and all the ongoing NBA negotiations with multiple partners, I’m curious, do you have a strong preference to keep your future rights exclusive to one partner or are you open to bringing in multiple partners like NASCAR ended up doing? And then second question, with ESPN set to be included in the Disney plus as a tile, can you share if Disney has the existing rights to include UFC matches or would that lead to a separate negotiation for those rights? Thanks very much.

Mark Shapiro: Thanks Robert. On the second one, yes, they have the rights in our current deal to include the UFC events. As far as multiple partners, one partner, we’ll see what happens when we get there. Our window opens up in mid-January. It’s a three-month window with UFC and the Walt Disney Company. They’re a great partner. They are the best marketing machine in the business, and they are the number one premier automatic destination for sports fans everywhere, certainly in the U.S. That is the first stop shop, that is the go to when it comes to looking for sports events. So, we’re not looking to get away from them. We’re not looking to reduce our commitments. But at the same time we have a window. We’ll listen. We’ll talk. And we’ll do what’s in the best interest of the UFC going forward.

Operator: The next question comes from Eric Handler with Roth MKM. You may proceed.

Eric Handler: Good afternoon. Thanks for the question. Two questions. First, with regards to WrestleMania, I wondered if you could talk a little about the sponsorships. It looked like volume was up considerably year-over-year in terms of the number of sponsored matches. But can you talk about not just volume of sponsorship increases, but maybe how pricing went this year too?

Mark Shapiro: Yes, I mean look we don’t, Eric, get into specifics on the pricing and or guide specifically to a global partnership’s or sponsorship number. But what I can tell you is it was clearly a strong WrestleMania for us in Philadelphia by every metric and measure. And I think we had a terrific release on that the team put together from ticket sales, our ticket yields, our sponsorships both in volume and pricing, which were both north, overall attendance, viewership, social hits, great I mean the biggest viewed event in [peacock] (ph) history. Just really extraordinary across the board. I know NBC, Comcast were really happy with the results. Obviously, we’ve announced that Vegas is going to be next year. So, WrestleMania just continues to expand in every way.

And frankly it is the jewel when it comes to WWE with regard to sponsorship. I mean we continue to view sponsorship, our Global Partnerships Group as a major long-term growth lever for both of our leagues, UFC and WWE. We have one best-in-class unified team now led by Grant Norris and [Luke Asqueballos] (ph) who are doing extraordinary job and well on their way to hitting their numbers this year. And our strategy continues to be a reliance and focus on expanding our core partnerships and closing new categories with strong consumer and fan crossover for both brands. The Budweiser deal is off the charts. We talked about that in the opening comments. That’s a long-term partnership on the UFC and we see opportunities potentially to expand that whether it’s UFC or maybe into WWE long-term.

And of course, our Prime Hydration deal was our first deal of having an in ring sponsor for the WWE right in the center of the mat. So, a great story there. And finally, I would just add, we’re doing a better job of selling with NBC and ESPN. They are going to market, selling cross platform, cross channel and we’re doing it as a partnership. So, we’re out there with official sponsorships and partnerships and in store partners, if you will, from a marketing and activation perspective. We’re packaging in media dollars and vice versa on their front. And that’s going to be not only a good story for us, but a good story for our partners and that will be — that will work to our benefit long-term if our partners are happy.

Eric Handler: Okay, that’s helpful. And then secondly, as I try to understand the UFC business a little better, given how strong demand is for events, why not take some of those events at UFC Apex, which there are a good number of and take them to markets with larger arenas?

Andrew Schleimer: Yes. So I think what you’ve seen is since we have worked our way out of COVID, we have held a significant amount of events outside of UFC Apex and those that we do hold on our campus there in Las Vegas, those numbers have gone down meaningfully. That being said, bringing events on the road is as much about growing our fan base as it is generating income, but it’s also about ensuring that we maintain certain margins and profitability profile. And there’s a cost benefit analysis for us that we view opportunity cost of doing events domestically, internationally and holding them at Apex. And what we do in any budget cycle is I’m sure you could appreciate is term in the right mix, not just to generate top line revenue, but to ensure profitability.

And those Apex events do carry the lowest cost structure for us to hold them in our home turf in Las Vegas. So, I don’t think we found the perfect mix yet, but rest assured that we’re looking at the numbers and working to do so.

Mark Shapiro: And Eric, if we’re going to air on one side, we’re going to air on the side of going on the road. Dana White built the UFC, Lawrence Epstein and the Fertitas of getting out city to city, region to region, DMA to DMA and touching the consumer, right. Introducing a new sport to a global fan base. And being there, there’s no substitute for that. So, we are in the apex in front of a couple of 100 people. It’s just not the same experience and we’re not getting that touch. And we get that feedback. When we go to a city like Nashville, when we go to a city like Columbus, we hear about it. Long time since you’ve been here, there’s a reason why the sell-out is here and you’re getting the ticket yields that you’re getting. So, we take that very seriously. If we’re going to on the side of on the road or kind of under our own tent in Vegas, it’s going to be on the road.

Eric Handler: Thank you.

Mark Shapiro: Thank you.

Operator: Thank you. The following question comes from Stephen Laszczyk with Goldman Sachs. You may proceed.

Stephen Laszczyk: Hey. Great. Good afternoon. Maybe for Mark on live events. You called out the strength in the quarter. Curious going forward, if you were thinking about size and the opportunity, and growth for that business, between pricing attendance, site fees, where you see the most opportunity for growth through the balance of the year? And then a follow-up for Andrew, just to clarify on the free cash flow guidance, net of the settlement and the tax benefit, was there a change to underlying free cash flow for the year? Thank you.

Andrew Schleimer: Yes. So, on the second one, we changed our guidance from in excess of 50% to in excess of 40% solely due to the fact that the $200 million of cash payments that we’ll make do hit operating cash flow and our free cash flow metric reconciles to the closest GAAP metric which starts with operating cash flow. So, it’s solely to reflect the impact of those payments.

Mark Shapiro: And Steven, are you good on that?

Stephen Laszczyk: Yes. That was great. Thank you.

Mark Shapiro: Okay. And then on just your second I think we do have one more question. Look, I would just tell you because it kind of tees me up to if you would my when Ari and I look at the overall TKO business the way we think about the final thoughts if you will. I mean look this quarter has just been gangbusters for us. We want to sustain this momentum. You are 100% right in this kind of post COVID world. We are still in a major event in experienced economy. It’s hot and it’s a strong reason, not to mention the competition of the brands and of course the writing, that we had such a strong Q1 beat and are effectively putting out our raise for the year. Our business is brisk across the board. We’re seeing strength in the live events at both properties.

Our ticket yields are up. To your point on-site fees, frankly they’re becoming the norm. When we take the show on the road, we’re going to need subsidies and or cash in order to bring our events to your city. And beyond that, the cities where we’re already getting site fees. So, we’re coming back for year two. We’re seeing those site fees increase. So, demand is high and the dollars that cities are willing to pay for our business is increasing with every phone call we have. Our global partnerships are on track as we’ve discussed. The timing and the magnitude of our net cost synergies are at the upper end of our guidance, arguably slightly north of the guide is where I think we’re going to end up, slightly north. We’ve got the UFC antitrust lawsuit settled.

And going to your point on the events, just take a look at what we have in front of us. Conor McGregor in June at UFC 303, The Sphere in September, UFC 306, although that will be an expensive event to put on, just for the record. That’s not a normal event. The Sphere is the Sphere and it wasn’t necessarily built for UFC events. And it will be a one and done, we will do a one and done. That is what Dana White has told us and he’s going to make it extra special. We’ve got Madison Square Garden in the fall, which we haven’t announced yet in terms of the detail specifics and dates. And as I mentioned, we’ve got WrestleMania and Vegas next year, which will be a powerhouse. We got the extension of the UFC Saudi deal in 2025. And oh, by the way, where it looked like we had a stub period for the WWE at the end of this year.

And no reason really to get a rights fee from anybody, we were able due to a strong partnership to get NBC and Comcast to pay us $25 million for that stub period. So, all things are cooking here.

Stephen Laszczyk: Thanks, Mark. Thanks, Andrew.

Mark Shapiro: Thank you.

Seth Zaslow: Operator, let’s take one last question please.

Operator: I believe the final question comes from Ryan Gravett with UBS. You may proceed.

Ryan Gravett: Great. Thank you. Just for Andrew, you mentioned that the business you think the business can operate at up to three times leverage. I guess what will give you confidence in operating towards the higher end of that range? Is it more macro or interest rate related or maybe the company getting through the next rounds of the media rights renewals versus maybe leaving some room for M&A, if an opportunity comes across?

Andrew Schleimer: I think it’s much more simple. As we’ve articulated and demonstrated through performance and our plan, this is just a company that generates a meaningful amount of free cash flow that will continue to grow top line and accrete margins given the financial profile and the contracted significant amount of contracted revenue here and our sort of bullish nature on the next round of media rights renewals for our key properties, we believe that’s a reasonable and very manageable range even to the upper end. So, the financial profile of this business and really the key underpinning to the investment thesis of this transaction is what really underpins our comfort in those numbers.

Ryan Gravett: Got it. Thanks.

Mark Shapiro: Thanks, Ryan. All right. Well, thank you, everyone, for joining us on the call today. Operator, you can conclude the call.

Operator: This concludes the first quarter TKO 2024 earnings call. Thank you for your participation. You may now disconnect your line.