TKO Group Holdings - Earnings Call - Q2 2025

Transcript

Speaker 4

Good afternoon, all, and thank you for joining us for the second quarter 2025 TKO Group Holdings earnings call. My name is Carly, and I'll be coordinating the call today. If you'd like to register a question during the call, you can do so by pressing *1 on your telephone keypad. To remove yourself from the line of questioning, we'll be staffed by two. I'd now like to hand the call over to our host, Seth Zaslow, Senior Vice President and Head of Investor Relations. The floor is yours.

Speaker 1

Good afternoon, and welcome to TKO Group Holdings' second quarter 2025 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. After prepared remarks from Ariel Emanuel, TKO Group Holdings' Executive Chair and Chief Executive Officer, and Andrew Schleimer, TKO Group Holdings' Chief Financial Officer, we'll open the call for questions. Mark Shapiro, our President and Chief Operating Officer, and Andrew will be handling the Q&A. The purpose of this call is to provide you with information regarding our second quarter 2025 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 proven correct, 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 our 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. Thanks, Seth.

TKO Group Holdings' momentum continued throughout the second quarter, reflecting strong execution of our strategy. The quarter included multiple live event milestones, enhanced event economics, and meaningful new brand partnerships. These results highlight our ability to capitalize on sustained demand for premium content and live events to drive growth, profitability, and margin expansion. As just one example, the ESPN domestic media rights deal for WWE's premium live events announced just this morning secures a pivotal recurring revenue stream for years to come. Our live sports and entertainment content has become a key differentiator for organizations, brands, and platforms in search of audience. From Netflix live events to YouTube clips and highlights, our global partnership with AB InBev, to our extraordinary consumer licensing partnership with Fanatics, our strategy and our assets at TKO are truly unique.

Given the continued momentum across our portfolio and our overall business outlook, we are once again raising our guidance for the full year. I'll now share some highlights from the quarter that underscore our positive momentum. Turning first to our core UFC and WWE businesses, where live events and global partnerships continue to deliver solid performance and drive meaningful growth. At UFC, in addition to setting arena records, our live events are securing meaningful economic support from host cities. During the quarter, six out of eight live audience events were supported by incentives, including a first-ever fight night in Baku, Azerbaijan. This event, along with our recently announced Visit Qatar partnership to host a fight in Doha, highlights continued traction in our site fee strategy, including generating greater support for our fight nights from new destinations.

Meanwhile, our global brand partnerships team delivered robust double-digit growth for UFC in the quarter, following recent major deals with Meta and Monster Energy. This progress continues with a recent expansion of UFC's Wingstop partnership that will include additional integrations across WWE premium live events over a multi-year period. The properties are continuing to find meaningful ways to live side by side, leveraging the collective audience and fan avidity. At WWE, on the heels of a record WrestleMania 41, which was the highest grossing event and most viewed WrestleMania in company history, Money in the Bank at Intuit Dome in Los Angeles became the highest grossing WWE arena event of all time, a record we've now broken three times over the last year.

The strength of our premium live events was further on display last weekend at MetLife Stadium in New Jersey, where WWE's first-ever two-night SummerSlam drew more than 113,000 fans. While premium live events remain a key driver, we're seeing enhanced economics across the entire event portfolio at WWE. In the quarter, we set 36 individual market records for ticket sales and sold out 16 events. On the programming side, WWE's partnership with Netflix is showing robust appeal and growth across overall viewership and the harder-to-reach younger demos. Since launching on the platform in January, WWE Raw has appeared on Netflix's list of top 10 shows every single week, that's 30 straight weeks, totaling more than 280 million view hours on the platform. Internationally, WWE's premium live events have been a consistent performer, making the top 10 list in 37 countries over the first six months of the partnership.

Additionally, with last week's Netflix premiere of WWE Unreal, we are creating more opportunities for fans to engage with our ancillary content, in this instance taking them behind the scenes and into the writers' room for the very first time. Across global brand partnerships, WWE generated remarkable growth in the quarter, driven in particular by record-setting deals surrounding several of our premium live events. We also renewed longstanding partners, including Slim Jim, and expanded our roster in the financial services category with digital banking platform Chime. Turning next to IMG, On Location, and PBR, IMG's global production capabilities were on full display this quarter.

A singular high-impact weekend in May alone saw more than 1,000 IMG team members across three continents, delivering thousands of hours of sports coverage for marquee events, including the final days of both the English Premier League and Saudi Pro League seasons, the EuroLeague Final Four in Abu Dhabi, plus 15 MLS matches. Taken together, these achievements collectively showcase IMG's unmatched scale in delivering world-class premium sports content to audiences worldwide, from screens on phones to screens on planes with Sport24. IMG's unrivaled capabilities were again on display last month at The 153rd Open at Royal Portrush, where IMG supported our longstanding partner, the R&A, to deliver a record-breaking championship across attendance, viewership, and engagement. From international media rights and brand partnerships to world-first innovations like Spydercam on the 18th hole, IMG helped elevate the fan experience on-site and worldwide.

On Location, fans worldwide are already gearing up for next year's Milano Cortina Winter Olympic Games and FIFA World Cup. As of July, one year out from the FIFA World Cup's arrival in North America, hospitality sales and reservations have already surpassed the entirety of Qatar 2022 hospitality sales. At PBR, the 2025 Unleash the Beast and Pendleton Whisky Velocity Tour successfully concluded in May, with record regular season attendance across both tours. The focus now shifts to PBR's Camping World Team Series debuting with two additional media partners, Fox Nation and The CW Network, who joined CBS's coverage. In closing, positive trends continue across the business, and we are enthusiastic about key milestones ahead, with the UFC rights renewal, TKO's promotion of the Canelo vs. Crawford Super Fight next month, and the planned commencement of our share repurchase program in the third quarter.

We remain incredibly well-positioned in today's sports ecosystem due to the strong demand for our premium content and high contractual visibility. As we move through the second half of 2025, our focus is clear: execute, integrate, and deliver on our updated guidance. With that, I'll turn the call over to Andrew. Good afternoon. As Ari highlighted, we delivered strong operating and financial results in the quarter, and for the second quarter in a row, have raised our expectations for performance for the remainder of the year. UFC and WWE remain core drivers of TKO. Both delivered record quarterly revenue and adjusted EBITDA. We're seeing significant strength in these businesses, particularly with respect to live events and partnerships, and we continue to realize benefits to both the top and bottom line from the initiatives we've implemented since the formation of the company.

Now turning to our consolidated financial results for the second quarter. We generated revenue of $1.308 billion, an increase of 10%. Adjusted EBITDA was $526 million, an increase of 75%. Our adjusted EBITDA margin was 40%, an increase from 25% in the prior year period. Our UFC segment generated revenue of $416 million, an increase of 5%. Adjusted EBITDA was $245 million, an increase of 6%. UFC's adjusted EBITDA margin was 59%, consistent with the prior year period. UFC had 11 total events, including four numbered events and two international events, in both the second quarter of this year and last year. The mix shifted slightly as eight events had live audiences in the second quarter, as compared to seven last year. Partnerships and marketing revenue increased 39% to $86 million. The increase was driven by new partnerships and partnership renewals.

We continue to make significant progress in this area, adding new categories and growing existing ones, including recently announced deals with Monster Energy and Meta. Increasingly, we're focused on partnerships across multiple TKO properties. This initiative is gaining momentum, most recently demonstrated by the Wingstop agreement we announced last week spanning UFC and WWE. The complementary power of our properties is highly appealing to brands, and we expect to announce more cross-TKO partnerships in the near future. Media rights production and content revenue increased 4% to $261 million. The increase was driven by the contractual escalation of media rights fees. Live events and hospitality revenue decreased 15% to $59 million. As we previewed on our last call, the decrease reflected lower site fee revenue, driven by the timing and mix of international events.

UFC held a fight night in Baku, Azerbaijan, in the quarter, while the second quarter of 2024 included a site fee related to UFC's first event held in Saudi Arabia. Adjusted EBITDA reflected the increase in revenue, partially offset by an increase in expenses. Direct operating expenses decreased primarily due to lower production, marketing, athlete, and other event-related costs due to the mix of event cards, venues, and territories. SG&A increased primarily due to higher personnel and travel costs compared to the prior year period. Our WWE segment generated revenue of $556 million, an increase of 22%. Adjusted EBITDA was $330 million, an increase of 31%. Adjusted EBITDA margin was 59%, up from 55% in the prior year period. Live events and hospitality revenue increased 29% to $186 million. The increase was driven by higher ticket sales revenue, reflecting an increase in average ticket price.

Total attendance declined as a result of our strategic decision to host fewer non-televised events. Site fee revenue also increased as we received payments for both Night of Champions in Saudi Arabia and WrestleMania 41 in Las Vegas in the second quarter. Partnerships and marketing revenue increased 136% to $58 million, driven by new partnerships and renewals across multiple categories, including video games, travel, food and beverage, financial services, telecom, and QSR, among others. As we discussed on our last call and driving much of the quarterly increase, WrestleMania 41 set an all-time record for partnerships revenue, more than double the previous record. The event featured a record 28 total partners, including a partner sponsor for each of the 14 matches over the course of two nights. Partnership revenue at WrestleMania and overall growth in Q2 showcase the execution on one of the core tenets of our investment thesis.

We believe there's plenty of runway to continue growing this important part of the business. Media rights production and content revenue increased 7% to $279 million. As we discussed on our last call, results reflected the expansion of SmackDown to a three-hour format for the first half of the year, resulting in a shift in quarterly revenue recognition. The increase was also driven by the contractual escalation of media rights fees, including our long-term global agreement with Netflix. Adjusted EBITDA reflected the increase in revenue, partially offset by an increase in expenses. Direct operating expenses increased primarily due to higher production and talent-related costs. SG&A increased primarily due to higher personnel and travel costs compared to the prior year period. Our IMG segment generated revenue of $307 million in the quarter, a decrease of 4%. Adjusted EBITDA was $29 million, an increase of $120 million.

Adjusted EBITDA margin was 9%, up from negative 29% in the prior year period. The decline in revenue primarily related to IMG no longer having rights to the FA Cup. This was partially offset by revenue from new production agreements, including a multi-year deal with the Saudi Pro League. Adjusted EBITDA largely reflected a decrease in expenses, partially offset by the decrease in revenue. The decrease in direct operating expenses principally reflected the absence of the write-down of unsold tickets at On Location for the 2024 Paris Olympics, as well as lower media rights fees at IMG associated with the FA Cup. SG&A decreased primarily due to lower Olympics-related costs at On Location. Corporate and other generated revenue of $45 million, an increase of 9%. Adjusted EBITDA was negative $77 million, an improvement from negative $91 million in the prior year period.

The increase in revenue is driven by management fees from Zufa Boxing, the JV we announced earlier in the year. Adjusted EBITDA improvement was primarily due to a decrease of $24 million of costs related to corporate allocations of Endeavor corporate expenses under their ownership of IMG, On Location, and PBR. As we discussed on our last call, from the close of the acquisition on February 28th forward, there are no Endeavor corporate expense allocations. Now moving on to our capital structure. In the second quarter of the year, we generated $375 million of free cash flow. Our free cash flow conversion of adjusted EBITDA was 71%.

Free cash flow in the second quarter included the adverse impact of the third and final $125 million payment related to the UFC antitrust settlement, as well as the favorable impact of approximately $165 million of prepayments related to On Location for the 2026 FIFA World Cup. On June 30, we made our second quarterly cash dividend payment from TKO Opco of approximately $75 million. We ended the quarter with $2.769 billion in debt and $535 million in cash and cash equivalents, in addition to $323 million of restricted cash. Regarding our $2 billion share repurchase program, we continue to expect we will commence activity in the third quarter of 2025, with our timing and quantum ultimately subject to market conditions and related factors.

We remain committed to a robust and sustainable capital return program that balances return of capital to shareholders with organic investment and maintaining our strong balance sheet. As for boxing, we continue to operationalize the JV we announced in March and intend to hold our first event in early 2026. Separately, in June, we announced that we will promote the Canelo Alvarez-Terence Crawford fight taking place on September 13 in Las Vegas. We'll provide further updates on our boxing activities as and when appropriate. Now turning to our outlook. As we've discussed in the past, we manage the business with a focus on full-year performance. Therefore, we believe results are best evaluated on a full-year basis, given the quarterly fluctuations that are inherent in our operations.

As noted in our press release, we are raising our full-year 2025 guidance for revenue and adjusted EBITDA for the second quarter in a row. We are now targeting revenue of $4.63 to $4.69 billion and adjusted EBITDA of $1.54 to $1.56 billion, an increase of $135 million and $40 million, respectively, at the midpoint of the ranges as compared to the prior guidance we issued in May. The increase is related primarily to strong operating performance at UFC and WWE through the first six months of the year and our anticipated performance for the remainder of the year. It also reflects continued progress on the integration of IMG, On Location, and PBR. To date, we've achieved our 2025 target of $15 million of in-year savings, representing $25 million on a run-rate basis, and we remain on pace for a run-rate of approximately $40 million by year-end 2026.

In terms of free cash flow, while we have not given formal guidance, our view remains unchanged. We continue to target a full-year 2025 free cash flow conversion rate in excess of 60%. As we've discussed on prior calls, this excludes the impact of approximately $300 million of non-recurring amounts, as well as the benefit of any restricted cash related to the 2026 FIFA World Cup. On our last call, we highlighted a few notable items that we expected to occur in the second quarter, and our results were consistent with all of them. As with our prior calls, while we are not providing quarterly guidance, we want to highlight a few notable drivers of our expected performance as we look into the third quarter. At UFC, the third quarter is expected to include 10 events, which is comparable with the prior year period.

However, within these 10, we expect two numbered events, our fewest in any quarter this year, compared to three in the prior year period. Further, we intend to stage eight events with live audiences, compared to six in the third quarter of 2024. Despite strong underlying trends, the timing of the calendar is expected to meaningfully impact our largest revenue streams: media rights, live events, and partnerships. As a reminder, UFC 306 was held at Sphere in the third quarter of 2024. This event was the highest grossing gate in UFC history and also included a title partner sponsor for the first time. With respect to expenses, as we've discussed, we incurred meaningfully higher than normal production costs for UFC 306. That said, an event of this magnitude is not expected to occur in the second half of 2025.

At WWE, the current calendar includes three main roster premium live events, which is comparable to the third quarter of last year. However, the expansion of SummerSlam to two nights is expected to favorably impact multiple revenue streams, including media rights, live events, and partnerships. As we've previously discussed, SmackDown's format will revert to two hours beginning in the third quarter, and while there is no impact on the full year, the change will adversely impact media rights revenue recorded in the quarter. At the IMG segment, we expect third quarter revenue and adjusted EBITDA to increase quarter over quarter in terms of absolute dollars, as our results are expected to reflect the impact of a number of signature tennis and golf events, including Wimbledon, the US Open, the British Open, and the Ryder Cup.

IMG and On Location will also be performing services in connection with the Canelo Alvarez versus Terence Crawford event, which is expected to favorably impact our performance. At Corporate and Other, adjusted EBITDA is expected to improve modestly quarter over quarter, primarily due to the benefit from the services fee related to Canelo Alvarez versus Terence Crawford. With regard to our WWE deal with ESPN announced earlier today, the agreement is five years in duration, and we expect to recognize revenue in line with sports media rights industry standard annual escalators. As Ari touched on earlier, this deal is further evidence of the value of our core IP, and we are excited about the potential impact of ancillary revenue streams we can generate from the halo effect created by the Disney-ESPN ecosystem.

In conclusion, we generated strong second quarter results that reflect continued momentum across our businesses, in particular UFC and WWE. While we still have a lot of work ahead of us, we are extremely excited about our prospects for the remainder of the year and beyond. With that, I'll turn it back to Seth. Thanks, Andrew. Operator, we're ready to open the call for questions.

Speaker 4

Thank you very much. We'd like to open the lines for Q&A. If you'd like to ask a question, please signal by pressing *1 on your telephone keypad now. If you'd like to remove yourself from the line of questioning, please press *2. As a reminder, to raise a question, please press *1. Our first question comes from Ben Swinburne from Morgan Stanley. Ben, your line is now open.

Thanks. Good afternoon. Congratulations on the WWE deal. I wanted to pick up on the comment I think Andrew was just making about sort of the halo effect. I can remember you guys went from the WWE Network to Peacock and now moving to ESPN. If you think about how the PLEs have performed on Peacock and how that's impacted the value of those rights and those assets, and then think about what will happen with ESPN, can you talk about what you think the big changes, opportunities, impact will be? I know you can't answer for Netflix, but I guess I'm a little surprised to see them not pick up these rights, given they have them everywhere else. I guess from a TKO point of view, what's your perspective on having multiple partners for these rights in different regions versus bringing them to one platform? Thanks a lot.

Speaker 3

Thanks, Ben. First off, I think we've been consistent in our messaging to you that we were always a little reticent about having all of our eggs in one basket. Don't get me wrong, when you're doing these deals, you're balancing monetization, right, of the asset and the opportunity with, of course, reach with regard to our brand and our audience. That certainly played a factor. When we went into the market at roughly the same time we began talking to interested parties on the UFC, we had strong interest because, more than anything else, these are monthly big events, right? We're now, frankly, living in the big event era, you know, era, if you will. You've heard Ted Sarandos and Bela Bajaria, in specific, in particular, talk about those big events, looking for big events, not volume, not necessarily weekly, certainly not daily, but big events.

I would just tell you, when all was said and done, we could have actually had a slightly higher rights fee by going with another partner. We felt the strength of ESPN's brand, the reach, the platform, the makeup of their audience, and their D2C strategy, which is launching soon here, was just as important as the dollars, and we've been consistent with our approach in that messaging to you. Ultimately, we're sitting here with a five-year deal, annual escalators, high margin revenue stream with attractive visibility and stability. The slate of programming that are the PLEs, and you know, Nick Khan and Triple H have done such an amazing job taking the baton from Vince McMahon. These PLEs are purpose-built for direct-to-consumer services.

We will stream all 10 PLEs over the course of the year, powered at times by linear, and I want to underscore that, that could get lost in the messaging. The idea of having a Money in the Bank, a SummerSlam, a WrestleMania, take your pick from our PLEs, with the first hour or even two simulcast on ESPN linear and the D2C with a handoff to their direct-to-consumer, you just can't beat that proposition. Of course, that's driven by the fact that ESPN's linear platform is absolutely unmatched in the industry. On the ESPN side, they saw this as big audience content that travels to any platform. It's a very loyal audience. They were firm in agreement that both WWE and the UFC content, for that matter, attracts new subs, attracts core nevers, very important.

Those folks that have never, those young folks that have never signed up to cable or satellite, they are streamers from birth, if you will. They saw that with our content, and they also knew we were the antidote to churn. That track record with the UFC and what we built at ESPN Plus played into our favor. In terms of what we are getting in return beyond the math that you've seen, which is a clear step up from what we were getting, $900 million AAV in our last deal to now, excuse me, $1.625 billion overall for the deal in five years, you know, it's a $1.81 billion step up.

I want to have Andrew walk through the math of that for a second and also hit your last point, which is what are you getting beyond that, like what are the ads that we should be looking for, which we see as further monetization opportunities.

Speaker 0

Yeah, thank you, Mark. I think there was a bit of confusion, or at least a couple of different reports, as to the baseline for which would be appropriate level to measure the deal and what was widely reported at $325 million AAV or $1.625 billion over the five-year term. For the avoidance of doubt, our current Peacock deal commenced March 18, 2021. For that first sub-calendar year, March through December, the rights fee paid, and this again is not revenue recognition, but it's purely cash in and rights fee to service the baseline calculation, was just under $100 million. For each of the subsequent calendar years, 2022, 2023, 2024, 2025, the rights fee has been just under $190 million. For sub 2026, given the fact that there's a short period of time through March of 2026, it's just under $50 million.

All of this aggregates, to Mark's point, to $900 million of total rights fee over the five years or an AAV of $180 million. What's included in the Peacock deal of $180 million that actually is not included in the ESPN deal, i.e., what we've retained for further monetization, are all of the NXT PLEs, roughly six per year, 250 hours of original programming that historically had been at WWE's cost and expense, that we no longer have an obligation to produce contractually, five documentaries over the term, one per year at WWE's cost and expense, which we no longer have the obligation to produce contractually, as well as the content archive. Meaningful opportunity for additional monetization on top of the $325 million.

Speaker 3

Ben, just humor me for one second. I know this is a long answer, but we're trying to cover a lot of ground. I think another subset of your question, you know, what made us feel okay walking away from Netflix? By the way, I'm not suggesting they made any offer at any level, but of course, they are a great partner. To your point, they have all of our content for the most part in the rest of the world outside of SmackDown. Why wouldn't they have it here? The ESPN proposition and whether our audience would travel was important to us. I think Nick is best suited to talk about how our audience has traveled and why that gave us, I would say, a firm confidence that we were going to be able to build off what we currently have. Nick?

Speaker 2

Thanks, Mark. A number of different examples, the WWE audience. For example, during the last or two Winter Olympics ago, we were notified on short notice that we'd be moving Monday Night Raw at the time from USA Network to Syfy. Maybe it was one or two weeks of notice. 96% of that audience traveled to Syfy, which, with all respect to USA and how great it is, Syfy is not necessarily a destination network. If you look at WWE Network, which at its peak in the United States had 1.1 million subscribers, when we went to Peacock, each and every one of those traveled, plus the subscriber base for Peacock that was there exclusively for WWE grew massively. If you take a look at that and what we think we can do with ESPN and its D2C, it should grow even further. Our audience always travels.

Speaker 3

Thanks, Nick.

Speaker 0

Back to you, Ben.

Speaker 4

That's very helpful. Thanks, guys. Appreciate it.

Speaker 0

Thank you.

Speaker 4

Thank you very much. Our next question comes from Brandon Ross from LightShed. Brandon, your line is now open.

Thanks for taking the questions. I guess moving from the WWE PLE to UFC, we're surprised that you announced that PLE deal before UFC. Were you just waiting for Paramount's Skydance to close or another external event, or is the UFC deal proving to be more challenging than the PLE deal was? I guess you suggested you were looking at your partners holistically or as a portfolio in your answer to Ben. Should we now assume ESPN with WWE is less likely to continue on with UFC? On the flip side, as you suggested you walked away from Netflix, are they more likely as a UFC partner?

Speaker 3

Thank you, Brandon. I will try to hit all those parts there. If we leave anything out, you can come back around. The first that triggered me was, was it more challenging for the UFC? Have we found that to be more challenging than we initially thought? The answer is unequivocally no. I'll leave it at that. As far as the timing goes, frankly, we've been in the market with essentially five properties at the same time. The UFC, which could be seen as one or two or three, depending on how you look at it, but you've got the numbered events and you've got the fight nights. That's what ESPN had. There were two deals. Then you've got the WWE PLEs. Then you've got Zufa Boxing, our new boxing promotion. Then you have PBR, which, as you know, Dr.

Phil went belly up and Merit Street went belly up as part of that. We were left holding the bag with a contract of approximately $181 million over four years that we've had to try to find a new home for PBR. We're definitely disadvantaged. We've been in the market really with all five. Where they come, how they slot, when they sequence, that just happens to be where we are in terms of the state of each of the deals and each of the conversations. What I can tell you on the UFC is we are in the home stretch. We will provide an update on the UFC rights when we have something to announce. Our mission remains finding a balance between maximizing monetization and reach.

As evidenced by our WWE PLEs ESPN deal, the market for premium content, especially big event programming, remains strong and it will remain strong with ESPN as well.

Okay. The other part of that was, do the outcomes of each of these deals that you have in the marketplace influence each other such that WWE would now be, I mean, sorry, UFC would be less likely to do a deal with ESPN? Are they mutually exclusive?

That's more of a question for Jimmy Pitaro and Bob on the Disney call. I do know that Jimmy was quoted yesterday when asked about this specifically in the trades. He relishes the relationship with TKO, specifically pointing to the success they've had with UFC and what that did for ESPN Plus and what they believe that and WWE can do for their strategy going forward. I don't think it rules them out, his words.

Thank you.

Thank you, Brandon.

Speaker 4

Thank you very much. Our next question comes from David Konofsky from J.P. Morgan. David, your line is now open.

All right. Thanks, Mark. Sorry, just on the non-PLE content, why hold that back? Maybe to the point Ben was trying to make, is a thought there that maybe that belongs with one of your existing partners?

Speaker 3

The answer there, David, is simply more monetization opportunities. Look, our goal here is to increase profitability, increase margins, get to investment grade, and we're marching to that beat. You know, we're cutting a deal and it's not just about the actual rights fees here. It's about all the bells and whistles in between. Those bells and whistles add up from an ancillary perspective. To Andrew's point, you know, if we can have Nick Khan go to the market and sell NXT PLEs for incremental rights fee, fantastic. We no longer have to produce 250 hours of original programming annually. That's a lot of bandwidth and it's a lot of cost we can take out.

Five documentaries over the term, contractually, we certainly want to do films and documentaries and WWE, our production arm there, has proven to be very successful in delivering docs that are critically acclaimed and highly viewed. We want to go out and sell those one by one and maximize the market and timing. Of course, when it comes to our library and our archive, we're going to maximize that opportunity as well. Not every deal is created equal and not just because something was in the last deal will mean it's in the next deal and vice versa.

Speaker 0

David, the only thing I'd add, and I did allude to this in my prepared remarks with regard to the halo effect, when you look at UFC's SLs and partnerships business and the benefit and step function change we saw in that business when we moved from Fox to ESPN, and the current trajectory we are now on with WWE, the halo effect of Netflix, albeit internationally for the PLEs and WWE Raw here domestically, we do believe that this deal will yield meaningful benefit for us on partnerships and then over time live events and live feeds as well.

Speaker 3

David, just one of the things.

Maybe I could, I think, go ahead, Mark.

Yeah, and then I'll give you another point there, is that Andrew raised is the idea of getting ad inventory in our deals going forward is extremely important to us. We have a best-in-class global partnerships division that is on the cusp of hitting $300 million of UFC alone on our global partnerships before you even get to WWE, and we've talked about that publicly. The idea of tying some of these partnership deals where we have in-arena sponsorship, we have in-telecast broadcast integration, and now going out and actually selling inventory, ad inventory, we've done some of that with our UFC pay-per-views, but for the most part, that's not our business. To now open that door with these WWE PLEs and have the opportunity to sell ad inventory in these ESPN deals, that's a game changer for us.

That's also something that's important to us in any UFC deal going forward.

Mark, maybe just to follow up on the reach point regarding the ESPN forum, I just want to understand better your point of view because, you know, the linear subs are going to have a D2C entitlement and that'll give you reach right away. Obviously, the standalone price is a bit above Peacock. I just want to understand also your considerations there for that kind of core never set up your fans. Thanks.

Yeah, look, we thank you. We've been down this road before. I mean, just as a reminder to everybody on the call here, when we signed up with ESPN and ESPN Plus for the numbered events to pay-per-views, that proposition saw us launching in 3 million homes. ESPN Plus was in 3, 4 million homes early on. In fact, we had problems with some of our partnerships because they were coming back saying we're not being seen by anybody. We thought we were going to have a big audience and now ESPN Plus was so small, you know, should we be talking about a haircut on our rights fees, if you will, what they were paying us? Of course, we didn't give them any of those. We figured out other inventory to make them good and make them happy. By the way, ESPN Plus grew fast.

That proposition was a double paywall. You have to sign up for ESPN Plus, which is a monthly hit. Granted, it wasn't $29.99, but still a monthly hit, which has gone up. Then to pay for the pay-per-view, which is substantially more than the $29.99 you're going to have to be paying here on the PLEs to get the D2C offering. I mean, it started in the $50s and, you know, it was up closer to $80 by the time it was done, added with the monthly cost of ESPN Plus. It really, that was a tough barrier to get across for our fans and frankly something that generally made them unhappy. Still, we've succeeded. This has been a monster success with UFC and ESPN Plus.

As we looked at this opportunity, even though they'll be starting small and even though D2C is $29.99 to your point, their ability to authenticate and have the platform immediately because they're a cable or a satellite player, or, you know, those core nevers, getting those folks in for $29.99 is a big-time discount price compared to what they were paying for UFC pay-per-views. We're not concerned about that whatsoever.

Speaker 0

Operator, let's take our next question.

Speaker 4

Thank you very much. Our next question comes from Steven Lizeski from Goldman Sachs. Steven, your line is now open.

Hey guys, thanks for taking the question. Maybe on the 2025 guidance for Andrew, it sounds like UFC and WWE outperforming your internal expectations going into the first six months of the year. We're just curious if you talk a little bit more about what areas specifically are driving some of that outperformance versus your expectations, and then to what extent you expect some of that momentum to carry on into the back half of the year, or if you think there are other puts or takes we should be considering as we look into the final six months as being factored into the guide that you gave today, updated guide.

Speaker 0

Yeah, I think, and thanks, Steven. As I said in my prepared remarks, you know, both these powerhouses continue to outperform our internal expectations and external expectations due to the market consensus. It's really live events, sightseeing, and partnerships, other than obviously contractual increases in media rights and the benefit that you'll see at WWE over the course of the year from the Netflix partnership. Those are the three areas that are driving or have driven our growth on a year-to-date basis. I gave some pretty specific color as to event calendar, mix shift changes, and other drivers from an event basis for Q3. With our full-year numbers, you can, you know, very easily get a sense of what then Q4 could look like. Year to date, it's a story about live events and partnerships. We anticipate those tailwinds to continue over the course of the year.

We gave you some color on sort of mix for Q3, and obviously taking up top line $135 million at the midpoint and adjusted EBITDA $40 million at the midpoint, maintaining a 33% aggregate margin. We feel very good about the status of our business. Two things I will note, and Mark and I spent a lot of time with the team talking about margins. Q2 UFC, 59% operating margins, flat year over year, but very, very strong from a performance perspective. We're all eyes on WWE here. 59% operating margins at WWE, driven largely by WrestleMania and the success of that event. When we set out on this journey to talk about operating margins at WWE, closing into UFC and even being above that 50% mark, and we feel real good about it.

We believe that's sustainable over time, particularly, in light of this deal that we did this morning. This is as much about margin accretion as it is anything else.

Speaker 3

Our SummerSlam, Steven, was the most viewed we've ever had in history. That is turning into another WrestleMania for us. The more that Nick and Paul can drive these events to be of that ilk and that level and deliver the kind of results on live events and site fees that we get for WrestleMania, that's what's going to get us the rest of the way there on the margin accretion.

That's all helpful. Maybe if we could just follow up and dig in on the WWE side, sponsorship has been a massive opportunity. You guys have executed well on the PLE side. Nick, I'm curious if you're still on, just curious on the opportunity going forward to keep executing against that. Maybe as you look further down past the PLEs, how should we think about the pace of execution on the sponsorship opportunity?

Speaker 2

It is one of the highest priorities at WWE and at TKO. Mark had mentioned earlier the strength of our global partnerships group, the number of global partnership dollars that UFC is now generating with WWE being family-friendly programming, with 50% of our live audience bringing a child, with almost 40% of our audience live watching being women. We think there is significant room to continue to increase in those sponsorship dollars. It is a priority. We think in shifting over to ESPN's D2C, it will help that further. Sky's the limit.

Speaker 3

Remember that any ad inventory that we get in these deals would go towards our partnership goals. I will tell you, Steven, you know, Nick and Andrew can attest to this. It's almost fun selling to WWE. I mean, this was a blank canvas when we walked into this. It's not, you know, we said publicly that we were putting $375 million as our goal for the two entities for the year. Going out and selling, whether it's the mat, in arena, in the concourses, integration, some of our hospitality packages have sponsorship in it. I mean, this is all like fertile ground for us. We are extremely encouraged and optimistic of what we can do at WWE, given the strength of what Grant Norris-Jones' team has built and succeeded in doing at the UFC.

Thank you, guys.

Thank you.

Speaker 4

Thank you very much. Our next question comes from Peter Sapina from Wolfe Research. Peter, your line is now open.

Hello. A question for Andrew and one for Mark. Andrew, on profitability, which is generally a good subject at TKO, your guidance implies about a 30% incremental margin. While we're hearing in your commentary that the upside to revenue guidance is coming from site fees and live events and sponsorships, which we think have near 100% flow through to EBITDA, I wonder if you could help us with those, just thinking about the incremental margins and the guidance. Mark, thinking beyond this UFC renewal, a question we frequently hear from investors, and I thought I'd be asking you to put your strength by answering it in this format, is really what is the growth algorithm of this company? What is there to be excited about beyond the UFC media rights renewal?

I just wonder, obviously you're not going to give us multi-year revenue guidance here, but if you could talk about the attributes of this company beyond the media rights in 2026 that you think are worth focusing on. Thank you.

Speaker 3

Let's start by handing out the multi-year revenue. No, Andrew, go ahead.

Speaker 0

Thank you for the question, Peter. I think, you know, clearly a strong story through the first half of the year. I'll refer back to my prepared remarks in terms of mix, in terms of balance of the numbered events, in terms of headwinds, vis-a-vis a two-hour format change for SmackDown in the back half of the year. On a comparable basis, you know, the lack of events such as DOC 306 at the year, which occurred on a prior year basis. While we still anticipate growth from these high margin contributors, when you think about the full year, which is how we've articulated the best way to look at our business, very strong H1. We articulated event shift and mix shift from a calendar perspective for Q3, and some of the tailwinds that we had in 2024, vis-a-vis event type, event quality, are not necessarily recurring.

I will tell you that when we set out, we did guide that we would only be doing one Saudi PLE for this year. That shifted to 2026, which does, you know, clearly its contribution, I'll reiterate when we gave our initial guide, is roughly 200 basis points of contribution to overall annual margin. That obviously would be a 2026 benefit, but adversely impacts 2025. When we think about the year holistically, we're very comfortable and confident that this is the pace. When I talk about tailwinds, we talk about long-term tailwinds. We're not seeing things slowing down in the conversations on site fees. We're not seeing global partnerships conversations slow down. At some point, you start thinking about contracting revenue for going into 2026, and Grant and his team are squarely focused on setting up 2026 for as big a year as we're having in 2025.

Great. Peter, just on the M&A or other investment opportunities, obviously I don't want to get ahead of myself. The ink is barely dry in this WWE PLE deal with ESPN, and we're still out in the marketplace on a host of other renewals, as I aforementioned. I would say that first and foremost, our primary focus is continuing to drive value at UFC and WWE across our multitude of revenue streams that are sitting front and center. Two, we need to remain laser-focused on the integration of IMG, On Location, and PBR, both extracting cost and creating new revenue opportunities. As you know, we're ahead of our guidance on those synergy opportunities, but we still have a lot of work to do. Number three, further capitalizing on the Netflix momentum with WWE Raw is front and center for us.

You heard Ari rattle off some of those stats in his prepared remarks. We don't take it lightly, but we're proud of the success we have, and it's very clear we are now a top-tier property for the Netflix platform. The launch of the WWE PLEs on ESPN, that first event has to be the feel of a Super Bowl. That works well since ESPN is getting ready for their first Super Bowl. We expect to have that kind of treatment when you see WrestleMania on ESPN, let alone the very first launch event, which of course Netflix did an amazing job of when we first launched WWE Raw and had our first event there. To your point, TKO Group Holdings has a strong balance sheet and an attractive financial profile. At the midpoint of our outlook projects a margin, as Andrew said, of roughly 33% for 2025.

UFC, margin's 59% for Q2. WWE, as Andrew mentioned, and you look back to 2023, WWE had a 40% margin. You look at 2024, 50%. Now here we are in Q2, although benefiting from WrestleMania having 59%. We are making progress. We are delivering for our shareholders. Our goal is to continue to expand those margins over time. I'll remind you, in 2026, we have two major rights renewals that we've spent a lot of time talking about here that will impact us to the positive. We, of course, have significant impact through three WWE PLEs in Saudi Arabia. We expect those to be accretive to our margins. Beyond that, we haven't talked about boxing, but that's going to be a fourth major sports asset for TKO Group Holdings and its shareholders. Of course, Ariel Emanuel. I have to say, UFC doesn't happen without Ariel Emanuel.

WWE, for that matter, doesn't happen without Ariel Emanuel driving that. He's a significant value creator. He spends a lot of time out there leveraging his relationships on what's around the corner that might fit. Of course, it has to be accretive, and we have to be prudent on any purchase, but it might fit squarely into our sports pure play model.

Speaker 4

Thank you very much.

Speaker 3

Thank you.

Speaker 0

Operator, one last question.

Speaker 4

Of course. Thank you so much. Our next question comes from Ryan Gravett from UBS. Ryan, your line is now open.

Great, thanks. Mark, you just touched on this briefly, but I was wondering if you could provide more of an update on how the boxing initiative is progressing, especially with some of the new legislation being proposed. Andrew, you gave some color on the financial impact this year, but how should we think about that financial contribution as we go into 2026?

Speaker 3

Great, thank you, Ryan. I'll touch on the business, and there's some salient updates here. I'll get into those, then I will turn it over to Lawrence Epstein, who is working on the Muhammad Ali American Boxing Reform Act, Revival Act. He's rolling up his sleeves, getting ready right now. First off, I, you know, look, we think boxing is an attractive growth opportunity for TKO. We believe we will deliver significant long-term value for our shareholders. As I mentioned, this unequivocally will be a fourth tentpole sports asset for TKO. I mean, we are going all in here. Nothing like two gladiators going toe to toe since the beginning of time, that never gets old. That's why boxing has the staying power that it has. The interest is multigenerational, both in the U.S. and internationally.

We're excited about our new JV, formerly titled Zufa Boxing, which we launched with Saudi-based Sella and announced in early March. This is low risk, and TKO receives a roughly $10 million fee for serving as the managing partner and providing day-to-day operational management oversight. That's all margin for us. TKO has no funding obligation. Additionally, outside of the JV, wholly separate, we will look to deliver two to three super fights per year, similar to the Canelo Crawford fight that the Saudis, of course, Nick Khan and Dana White have helped us put together for September in Las Vegas. Again, no risk to us on that deal. We get a fee to promote it, each one of these super fights. We get a fee to negotiate the media rights for each fight, which IMG does.

Another reason we're strong and proud that we brought IMG into the fold of our flywheel. We get a fee for On Location to sell hospitality packages. We will put Zufa Boxing fighters on the undercard of each of these super fights. We expect to net on average another $10 million for every super fight we manage and promote. I would just say one last note, we've had significant interest from several domestic linear and D2C platforms with regard to the media rights for our Zufa Boxing promotion that will launch in the first quarter of next year. We are in the home stretch of those negotiations and believe we will have something to announce soon.

Now, with regard to the Muhammad Ali Act and the reform that's going on there, I know there's been a lot of press and attention to your point, and I'd like Lawrence Epstein to walk you through our efforts and our progress there. Lawrence?

Speaker 1

Thank you, Mark. As Mark alluded to, the Muhammad Ali American Boxing Revival Act was recently introduced in Congress. It has bipartisan support via our co-sponsors, Brian Jack of Georgia and Congresswoman Sharice Davids of Kansas. Sharice actually is a former MMA athlete. I want to be very clear that this new legislation does not intend to change anything in the existing Muhammad Ali Boxing Act. Every single word will remain exactly the same. What we are proposing is adding some additional language to this legislation that will allow for what I'll call a UFC-style or unified organization for the promotion of boxing events. This is going to provide more choice for athletes in the boxing space, and we are very optimistic that this legislation will move relatively quickly through the House of Representatives and then, of course, the Senate and become law. We're hopeful in the relatively near future.

Speaker 0

Mark alluded to some of the natural aspects of boxing. I will say that over time, as and when we're successful, we will have an interest in a venture that we anticipate, with our blood, sweat, and tears, will create meaningful, firm value that will in order to the benefit of our shareholders as well. Not only will we be flipping cash management fees for our services at the JV for our participation as a promoter in these super fights, we're also going to accrete value by virtue of an ownership position and enjoy that.

Speaker 3

We'll close, Ryan, by just telling you, you know, we're competitors, partners, suitors. They see what we're doing every day. They see the traction. They see the way that WWE and UFC are growing. Frankly, PBR is on a great run right now too. We get all kinds of incoming calls. We had a nice pitch this week to a JV in highlight. They're trying to bring in highlight back in Miami. We have passed on that opportunity, but it just shows you the kind of opportunities that are knocking on our door. Thank you, everyone.

Speaker 0

All right. On that note, thanks everyone for joining us on today's call. Operator, you can conclude the call.

Speaker 4

As we conclude today's call, we'd like to thank everyone for joining. You may now disconnect your lines.