ENDEAVOR GROUP HOLDINGS, INC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report and with our audited financial statements and related notes included in the Prospectus. The historical financial data discussed below reflects our historical results of operations and financial position and relate to periods prior to the reorganization transactions. As a result, the following discussion does not reflect the significant impact that such events will have on us.
BUSINESS OVERVIEW
Endeavor is a premium intellectual property, content, events, and experiences company. We own and operate premium sports properties, including the UFC, produce and distribute sports and entertainment content, own and manage exclusive live events and experiences, and represent top sports and entertainment talent, as well as blue chip corporate clients. Founded as a client representation business, we expanded organically and through strategic mergers and acquisitions, investing in new capabilities, including sports operations and advisory, events and experiences management, media production and distribution, brand licensing, and experiential marketing. The addition of these new capabilities and insights transformed our business into an integrated global platform anchored by owned and managed premium intellectual property.
Segments
We operate our business in three segments: (i)
Our
Through the UFC, the world's premier professional MMA organization, we produce
more than 40 live events annually which are broadcast in over 160 countries and
territories to approximately one billion TV households. UFC was founded in 1993
and has grown in popularity after hosting more than 500 events and reaching a
global audience through an increasing array of broadcast license agreements and
our owned FIGHT PASS streaming platform. The value of our content is
demonstrated by our licensing arrangements with
PBR is the world's premier bull riding circuit with more than 500 bull riders
from
We have an up to 20-year partnership with Euroleague, which could extend into 2036, to manage and capitalize on all of the commercial business of the league, including media rights, sponsorship, content production, licensing, digital distribution, events staging, and hospitality, for which we receive a management fee. Euroleague is one of the most popular indoor sports leagues in the world, averaging attendance of over 8,500 per game in the 2019-2020 season.
Events, Experiences & Rights
In our Events, Experiences & Rights segment, we own, operate, and provide
services to a diverse portfolio of over 800 live events annually, including
sporting events covering 20 sports across 25 countries, international fashion
weeks, art fairs and music, culinary and lifestyle festivals. We own and operate
many of these events, including the Miami Open, HSBC Champions, Frieze
We are one of the largest independent global distributors of sports video
programming and data. We sell media rights globally on behalf of more than 150
clients such as the
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Additionally, we own and operate
Representation
Our Representation segment provides services to more than 7,000 talent and corporate clients and includes our content division, Endeavor Content. Our Representation business deploys a subset of our integrated capabilities on behalf of our clients.
Through our client representation and management businesses, including the WME
talent agency and IMG Models, we represent a diverse group of talent across
entertainment, sports, and fashion, including actors, directors, writers,
athletes, models, musicians, and other artists, in a variety of mediums, such as
film, television, books, and live events. Through our 160over90 business, we
provide brand strategy, marketing, advertising, public relations, analytics,
digital, activation, and experiential services to many of the world's largest
brands. Through
Components of Our Operating Results
Revenue
In our
Direct Operating Costs
Our direct operating costs primarily include third-party expenses associated with the production of events and experiences, content production costs, operation of our training and education facilities, and fees for media rights, including required payments related to sales agency contracts when minimum sales guarantees are not met.
Selling, General and Administrative
Our selling, general and administrative expenses primarily include personnel costs as well as rent, professional service costs and other overhead required to support our operations and corporate structure.
Provision for Income Taxes
Impact of the COVID-19 Pandemic
In
The COVID-19 pandemic resulted in various governmental restrictions and began to
have a significant adverse impact on our business and operations beginning in
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and the prohibition of fans by many teams, which has resulted in impairment
charges at
In response to the COVID-19 pandemic, we implemented cost-savings initiatives across the organization in 2020, including salary reductions, hiring freezes, furloughs, reduced work arrangements, and reductions of our workforce, eliminating costs for consultants, reducing travel and expenses, reducing our marketing spend, cancelling internal company events, and reducing other operating expenses, capital expenditures, and acquisition activity. We believe the actions we have taken and continue to implement will enhance our financial flexibility and provide us the ability to scale up quickly as the impact of the COVID-19 pandemic subsides.
While activity has resumed in certain of our businesses and restrictions have been lessened or lifted, restrictions impacting certain of our businesses remain in effect in locations where we are operating and could in the future be reduced or increased, or removed or reinstated. As a result of this and numerous other uncertainties, including the duration of the pandemic, the effectiveness of mass vaccinations and other public health efforts to mitigate the impact of the pandemic, additional postponements or cancellations of live sporting events and other in-person events, and changes in consumer preferences towards our business and the industries in which we operate, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position and cash flows, but acknowledge that its impact on our business and results of operations may be material. The ongoing pandemic has had a significant impact on our cash flows from operations. We expect that recovery will continue to be gradual and that the wider impact on revenue and cash flows will vary, but will generally depend on the factors listed above and the general uncertainty surrounding COVID-19. As an example, for those live events that resume, attendance may continue at significantly reduced levels throughout 2021, and any resumption may bring increased costs to comply with new health and safety guidelines. After considering the impact of COVID-19, the effects of the Company's related cost saving initiatives and the proceeds received from the initial public offering and private placements, the Company believes that existing cash, cash generated from operations and available capacity for borrowings under its credit facilities will satisfy working capital requirements, capital expenditures, and debt service requirements for at least the succeeding year.
RESULTS OF OPERATIONS
The following is a discussion of our consolidated results of operations for the
three months ended
Three Months Ended March 31,
(in thousands) 2021 2020
Revenue $ 1,069,582 $ 1,190,397
Operating expenses:
Direct operating costs 546,392 681,284
Selling, general and administrative expenses 381,113 388,971
Insurance recoveries (19,657 ) (17,119 )
Depreciation and amortization 67,236 80,447
Impairment charges - 3,050
Total operating expenses 975,084 1,136,633
Operating income 94,498 53,764
Other (expense) income:
Interest expense, net (68,351 ) (69,984 )
Other (expense) income, net (3,215 ) 25,357
Income before income taxes and equity losses of
affiliates 22,932 9,137
Provision for income taxes 5,085 48,604
Income (loss) before equity losses of affiliates 17,847 (39,467 )
Equity losses of affiliates, net of tax (15,471 ) (11,794 )
Net income (loss) 2,376 (51,261 )
Net income attributable to non-controlling
interests 27,246 3,695
Net loss attributable to Endeavor Operating
Company, LLC $ (24,870) $(54,956 )
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Revenue
Revenue decreased
• Owned Sports Properties increased by $51.3 million , or 22.1%. The
increase was primarily driven by an increase in media rights fees and
event related revenue due to the increase in the number of events held at
UFC.
• Events, Experiences & Rights decreased by $129.2 million , or 19.3%. The
decline was primarily attributable to cancellations, postponements and
capacity restrictions of live sport events and other in-person events
partially offset by an increase in media rights fees primarily driven by
the delay of the 2020 soccer season in Europe , which resulted in modified
schedules for most leagues moving matches into 2021, all resulting from
COVID-19.
• Representation decreased by $43.8 million , or 15.0%. The decline was
primarily driven by the impact of COVID-19 on corporate spending on
marketing and experiential activations as well as a reduction at Endeavor
Content due to fewer content deliveries in the three months ended
March 31, 2021 .
Direct operating costs
Direct operating costs decreased
Selling, general and administrative expenses
Selling, general and administrative expenses decreased
Insurance recoveries
We maintain events cancellation insurance policies for a significant number of
our events. For the three months ended
Depreciation and amortization
Depreciation and amortization decreased
Impairment charges
For the three months ended
Interest expense, net
Interest expense, net decreased
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Other (expense) income, net
Other income (expense), net changed from income of
Provision for income taxes
The provision for income taxes decreased
Equity losses of affiliates, net of tax
Equity losses of affiliates increased
Net income attributable to non-controlling interests
Net income attributable to non-controlling interests increased
SEGMENT RESULTS OF OPERATIONS
We classify our business into three reporting segments:
Segment operating results reflect earnings before corporate and unallocated shared expenses. Segment operating results include allocations of certain costs, including facilities, technology, and other shared services costs, which are allocated based on metrics designed to correlate with consumption. These allocations are agreed-upon amounts between the businesses and may differ from amounts that would be negotiated in arm's length transactions.
The following tables display Revenue and Adjusted EBITDA for each of our
segments:
Three Months Ended March 31,
(in thousands) 2021 2020
Revenue:
Owned Sports Properties $ 283,481 $ 232,167
Events, Experiences & Rights 539,610 668,776
Representation 248,909 292,734
Eliminations (2,418 ) (3,280 )
Total Revenue $ 1,069,582 $ 1,190,397
Adjusted EBITDA:
Owned Sports Properties $ 145,549 $ 102,294
Events, Experiences & Rights 39,050 69,123
Representation 61,483 68,613
Corporate (46,616 ) (54,492 )
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The following table sets forth our
Three Months Ended March 31,
(in thousands) 2021 2020
Revenue $ 283,481 $ 232,167
Direct operating costs $ 92,216 $ 90,458
Selling, general and administrative expenses $ 47,712 $ 39,441
Adjusted EBITDA $ 145,549 $ 102,294
Adjusted EBITDA margin 51.3% 44.1%
Revenue for the three months ended
Direct operating costs for the three months ended
Selling, general and administrative expenses for the three months ended
Adjusted EBITDA for the three months ended
Events, Experiences & Rights
The following table sets forth our Events, Experiences & Rights segment results
for three months ended
Three Months Ended March 31,
(in thousands) 2021 2020
Revenue $ 539,610 $ 668,776
Direct operating costs $ 421,536 $ 513,750
Selling, general and administrative expenses $ 100,271 $ 110,871
Adjusted EBITDA $ 39,050 $ 69,123
Adjusted EBITDA margin 7.2% 10.3%
Revenue for the three months ended
Direct operating costs for the three months ended
Selling, general and administrative expenses for the three months ended
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Adjusted EBITDA for the three months ended
Representation
The following table sets forth our Representation segment results for three
months ended
Three Months Ended March 31,
2021 2020
(in thousands)
Revenue $ 248,909 $ 292,734
Direct operating costs $ 35,058 $ 68,898
Selling, general and administrative expenses $ 152,159 $ 155,226
Adjusted EBITDA $ 61,483 $ 68,613
Adjusted EBITDA margin 24.7% 23.4%
Revenue for the three months ended
Direct operating costs for the three months ended
Selling, general and administrative expenses for the three months ended
Adjusted EBITDA for the three months ended
Corporate
Corporate primarily consists of overhead, personnel costs, and costs associated with corporate initiatives that are not fully allocated to the operating divisions. Such expenses include compensation and other benefits for corporate office employees, rent, professional fees related to internal control compliance and monitoring, financial statement audits and legal, information technology, and insurance that is managed through our corporate office.
The following table sets forth our results for Corporate for the three months
ended
Three Months Ended March 31,
2021 2020
(in thousands)
Adjusted EBITDA $ (46,616 ) $ (54,492 ) Adjusted EBITDA for the three months ended
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA is a non-GAAP financial measure and is defined as net income (loss), excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger, acquisition and earn-out costs, certain legal costs, restructuring, severance and impairment charges, certain non-cash fair value adjustments, certain equity earnings, COVID-19 related expenses, and certain other items when applicable. Adjusted EBITDA margin is a non-GAAP financial measure defined as Adjusted EBITDA divided by Revenue.
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Management believes that Adjusted EBITDA is useful to investors as it eliminates the significant level of non-cash depreciation and amortization expense that results from our capital investments and intangible assets recognized in business combinations, and improves comparability by eliminating the significant level of interest expense associated with our debt facilities, as well as income taxes, which may not be comparable with other companies based on our tax structure.
Adjusted EBITDA and Adjusted EBITDA margin are used as the primary bases to evaluate our consolidated operating performance.
Adjusted Net Income is a non-GAAP financial measure and is defined as net income
(loss) attributable to
Adjusted Net Income adjusts income or loss attributable to the Company for items that are not considered to be reflective of our operating performance. Management believes that such non-GAAP information is useful to investors and analysts as it provides a better understanding of the performance of our operations for the periods presented and, accordingly, facilitates the development of future projections and earnings growth prospects.
Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Net Income have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
• they do not reflect every cash expenditure, future requirements for
capital expenditures, or contractual commitments;
• Adjusted EBITDA does not reflect the significant interest expense or the
cash requirements necessary to service interest or principal payments on
our debt;
• although depreciation and amortization are non-cash charges, the assets
being depreciated and amortized will often have to be replaced or require
improvements in the future, and Adjusted EBITDA, Adjusted EBITDA margin,
and Adjusted Net Income do not reflect any cash requirement for such
replacements or improvements; and
• they are not adjusted for all non-cash income or expense items that are
reflected in our statements of cash flows.
We compensate for these limitations by using Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Income along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance.
Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Income should not be considered substitutes for the reported results prepared in accordance with GAAP and should not be considered in isolation or as alternatives to net (loss) income as indicators of our financial performance, as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. Although we use Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Income as financial measures to assess the performance of our business, such use is limited because it does not include certain material costs necessary to operate our business. Our presentation of Adjusted EBITDA, Adjusted EBITDA margin and Adjusted Net Income should not be construed as indications that our future results will be unaffected by unusual or nonrecurring items. These non-GAAP financial measures, as determined and presented by us, may not be comparable to related or similarly titled measures reported by other companies. Set forth below are reconciliations of our most directly comparable financial measures calculated in accordance with GAAP to these non-GAAP financial measures on a consolidated basis.
Adjusted EBITDA
Three Months Ended March 31,
(in thousands) 2021 2020
Net income (loss) $ 2,376 $ (51,261 )
Provision for income taxes 5,085 48,604
Interest expense, net 68,351 69,984
Depreciation and amortization 67,236 80,447
Equity-based compensation expense (1) 16,491 7,771
Merger, acquisition and earn-out costs(2) 10,985 10,162
Certain legal costs(3) 3,952 2,802
Restructuring, severance and impairment(4) 407 16,942
Fair value adjustment - equity investments (5) (7,799 ) 2,809
Equity method losses - Learfield IMG College (6) 18,805 11,756
COVID-19 related costs (7) - 210
Other (8) 13,577 (23,985 )
Adjusted EBITDA $ 199,466 $ 176,241
Net income (loss) margin 0.2 % (4.3 )%
Adjusted EBITDA margin 18.6 % 14.8 %
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Adjusted Net Income
Three Months Ended March 31,
(in thousands) 2021 2020
Net income (loss) $ 2,376 $ (51,261 )
Net income attributable to non-controlling interests (27,246 ) (3,695 )
Net loss attributable to Endeavor Operating Company, LLC (24,870 ) (54,956 )
Amortization 45,728 59,964
Equity-based compensation expense(1) 16,491 7,771
Merger, acquisition and cam-out costs(2) 10,985 10,162
Certain legal costs (3) 3,952 2,802
Restructuring, severance and impairment(4) 407 16,942
Fair value adjustment - equity investments (5) (7,799 ) 2,809
Equity method losses - Learfield IMG College (6) 18,805 11,756
COVID-19 related costs (7) - 210
Other (8) 13,577 (23,985 )
Tax effects of adjustments (9) (6,319 ) 1,366
Adjustments allocated to non-controlling interests (10) (12,847 ) (23,365 )
Valuation allowance and other tax items(11) - 32,338
Adjusted Net Income $ 58,110 $ 43,814
(1) Equity-based compensation represents primarily non-cash compensation
expense associated with our equity-based compensation plans.
The increase for the three months ended
(2) Includes (i) certain costs of professional advisors related to mergers,
acquisitions, dispositions or joint ventures and (ii) fair value
adjustments for contingent consideration liabilities related to acquired
businesses and compensation expense for deferred consideration associated
with selling shareholders that are required to remain our employees.
Such costs for the three months ended
Such costs for the three months ended
(3) Includes costs related to certain litigation or regulatory matters in
each of our segments and Corporate.
(4) Includes certain costs related to our restructuring activities and
non-cash impairment charges.
Such costs for the three months ended
Such costs for the three months ended
(5) Includes the net change in fair value for certain equity investments with
and without readily determinable fair values, based on observable price
changes.
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(6) Relates to equity method losses, including impairment charges, from our
investment in Learfield IMG College following the merger of our IMG
College business with Learfield in December 2018 .
(7) Includes COVID-19 related costs that are non-recurring and incremental
costs that would have otherwise not been incurred. Such adjustment in
2020 does not include the write-off of $9.3 million of deferred event
costs, net of insurance recoveries, which is adjusted in our Events,
Experiences & Rights segment profitability measure.
(8) For the three months ended March 31, 2021 , other costs were comprised
primarily of a loss of approximately $11 million related to non-cash fair
value adjustments of embedded foreign currency derivatives, which related
primarily to our Events, Experiences & Rights segment and approximately
$2 million related to transaction costs associated with the repricing of
the UFC Credit Facilities in our Owned Sports Properties segment.
For the three months ended
(9) Reflects the U.S. and non-U.S. tax impacts with respect to each
adjustment noted above, as applicable.
(10) Reflects the share of the adjustments noted above that are allocated to
our non-controlling interests, net of tax.
(11) Such items for the three months ended March 31, 2020 relate to a
$32.3 million tax expense recorded as a result of acquisitions and
subsequent tax restructurings.
LIQUIDITY AND CAPITAL RESOURCES
Historical liquidity and capital resources
Sources and uses of cash
Cash flows from operations have historically funded our day-to-day operations, revenue-generating activities, and routine capital expenditures, as well as serviced our long-term debt. Our other principal use of cash has been the acquisition of businesses, which have been funded primarily through equity contributions from our pre-IPO institutional investors and the issuance of long-term debt.
Debt facilities
As of
Credit Facilities
As of
In
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On
As of
The Credit Facilities also include a revolving credit facility which has
The revolving facility under the Credit Facilities is subject to a financial
covenant if greater than 35% of the borrowing capacity of the revolving credit
facility is utilized (excluding cash collateralized letters of credit
and non-cash collateralized letters of credit of up to
The Credit Facilities contain certain restrictive covenants around indebtedness, liens, fundamental changes, guarantees, investments, asset sales, and transactions with affiliates.
The borrower's obligations under the Credit Facilities are guaranteed by certain of our indirect wholly-owned domestic restricted subsidiaries, subject to certain exceptions. All obligations under the Credit Facilities and the related guarantees are secured by a perfected first priority lien on substantially all of the borrower's and the guarantors' tangible and intangible assets, in each case, subject to permitted liens and certain exceptions.
UFC Credit Facilities
As of
As of
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The UFC Credit Facilities also include a revolving credit facility, which had
The revolving facility under the UFC Credit Facilities is subject to a financial
covenant if greater than 35% of the borrowing capacity of the revolving credit
facility (excluding cash collateralized letters of credit
and non-cash collateralized letters of credit of up to
The UFC Credit Facilities contain certain restrictive covenants around indebtedness, liens, fundamental changes, guarantees, investments, asset sales and transactions with affiliates.
The borrower's obligations under the UFC Credit Facilities are guaranteed by certain of UFC Parent's indirect wholly-owned domestic restricted subsidiaries, subject to certain exceptions. All obligations under the UFC Credit Facilities and the related guarantees are secured by a perfected first priority lien on substantially all of the borrower's and the guarantors' tangible and intangible assets, in each case, subject to permitted liens and certain exceptions.
Restrictions on dividends
Both the Credit Facilities and the UFC Credit Facilities contain restrictions on
our ability to make distributions and other payments from the respective credit
groups and which therefore limit our ability to receive cash from our operating
units to make dividends to the holders of Class A common stock. These
restrictions on dividends include exceptions for, among other things,
(1) amounts necessary to make tax payments, (2) a limited annual amount for
employee equity repurchases, (3) distributions required to maintain the parent
entities, (4) other specific allowable situations and (5) a general restricted
payment basket, as defined in each of the Credit Facilities and the UFC Credit
Facilities. Subsequent to
Other debt
As of
Other debt includes our Endeavor Content facility (the "Endeavor Content
Facility," which is an asset-based facility ("ABL") used to fund television and
film production). As of
Other debt also includes our On Location revolving credit agreement, which has
Both the Endeavor Content Facility and the OL Credit Facility contain restrictions that are substantially similar to those in the Credit Facilities and the UFC Credit Facilities.
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Cash Flows Overview
Three months ended
Three Months Ended March 31,
(in thousands) 2021 2020
Net income, adjusted for non-cash items $ 125,943 $ 85,187
Changes in working capital 13,264 78,541
Changes in non-current assets and liabilities (210,037 ) (71,206 )
Net cash (used in) provided by operating activities
Operating activities changed from
Investing activities changed from
Financing activities changed from
Future sources and uses of liquidity
Our sources of liquidity are (1) cash on hand, which includes proceeds received
from our initial public offering and the private placements completed in
Our cash and cash equivalents consist primarily of cash on deposit with banks
and liquid investments in money market funds. As of
We expect that our primary liquidity needs will be cash to (1) provide capital
to facilitate organic growth of our business, (2) fund future acquisitions and
settle acquisition earn-outs from prior acquisitions, (3) pay operating
expenses, including cash compensation to our employees, (4) fund capital
expenditures, (5) pay interest and principal when due on our Senior Credit
Facilities, (6) make payments under the tax receivable agreement, (7) pay income
taxes, (8) repurchase employee equity (9) make distributions to members and
stockholders, (10) the UFC Buyout and (11) an expected reduction of debt by up
to
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We expect to refinance the Senior Credit Facilities prior to the maturity of the outstanding loans, with the first maturity for outstanding term loans under the Senior Credit Facilities occurring in 2025. We currently anticipate being able to secure funding for such refinancing at favorable terms, however our ability to do so may be impacted by many factors, including our growth and other factors specific to our business as well as macro-economic factors beyond our control, including as a result of COVID-19. See"Risk Factors-Risks Related to Our Business-We cannot be certain that additional financing will be available on reasonable terms when required, or at all."
Tax distributions by
Other than as described below, we expect to retain all our future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends for the foreseeable future.
Subject to funds being legally available, we expect that
Tax Receivable Agreement
Generally, we are required under the tax receivable agreement to make payments
to the Post-IPO TRA Holders that are generally equal to 85% of the applicable
cash tax savings, if any, in
Under the tax receivable agreement, as a result of certain types of transactions or occurrences, including a transaction resulting in a change of control or a material breach of our obligations under the tax receivable agreement, we may also be required to make payments to the Post-IPO TRA Holders in amounts equal to the present value of future payments we are obligated to make under the tax receivable agreement. If the payments under the tax receivable agreement are accelerated, we may be required to raise additional debt or equity to fund such payments. To the extent that we are unable to make payments under the tax receivable agreement as a result of having insufficient funds (including because our credit agreements restrict the ability of our subsidiaries to make distributions to us) such payments will generally be deferred and will accrue interest until paid. For a full description of the tax receivable agreement, see "Risk Factors-Risks Related to Our Organization and Structure-We will be required to pay certain of our pre-IPO investors, including certain Other UFC Holders, for certain tax benefits we may claim (or are deemed to realize) in the future, and the amounts we may pay could be significant."
Critical Accounting Estimates
For a description of our policies regarding our critical accounting estimates,
see "Critical Accounting Policies and Estimates" in the Prospectus. During the
three months ended
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Recent Accounting Standards
See Note 3 to the unaudited consolidated financial statements for
Off-Balance Sheet Arrangements
We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any activities that expose us to any liability that is not reflected in our combined financial statements except for those described under "Contractual Obligations, Commitments and Contingencies" below.
Contractual Obligations, Commitments and Contingencies
As described in Note 19 to the unaudited consolidated financial statements for
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