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. [Operator Instructions] I would now like to pass the conference over to your host, Seth Zaslow, Head of Investor Relations. You may proceed.

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 Emmanuel, 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.

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 145,000 fans over 2 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 financials 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 5 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…

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 noncash 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 9. This marks the first ever WWE event to be hosted at UFC's 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…

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

[Operator Instructions] The first question comes from Ben Swinburne with Morgan Stanley.

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 opportunity is 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.

Andrew will kick it off with the latter.

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 up to cash tax liability to members given the ups structure.

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, right, that 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 Nick Khan and Ari, we had a lot of pushback on that. And frankly, just 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 there with sports entertainment is a "strong deal". And the NBA, everyone kind of 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 4 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, Monday nights, it was driven by scarcity. And I think UFC benefits the same way. We're also both 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.

The next question comes from Brandon Ross with LightShed Partners.

Andrew, in the prepared, you brought up your bid for MotoGP, which was reportedly even higher than Formula One. 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?

Yes. So 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 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 in 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 parts, driven by sponsorship, ticketing, premium hospitality, site fees. I mean, 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 may have made a lot of sense for F1 and why they would want it, potentially why MotoGP, the Formula One of motorcycles would want to be with them. And so we kind of danced around the hoop in a very nonbinding 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. 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…

Great. And then very quickly, over the past couple of days, there have been some press reports and quotes out of Saudi about you expanding your relationship there. I guess for both UFC and WWE, can -- 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?

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 2 annual events a year. And I'll just remind folks for the avoidance of doubt, those deals were primarily in 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 probably 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 2 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 Dana didn't really want to commit too 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 has developed a great relationship as well and in tandem with Nick. And so much so that we were willing to -- they were willing to commit to another event next year. So right now, no more plans than the 1 event for a 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?

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'm not going to comment on incremental output. While those opportunities obviously do present themselves and are available to us.

And it goes without saying, DCT and Abu Dhabi is a strong and experienced and great track record partner of UFC. I mean they have -- we 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 strong communication with our friends at DCT.

The next question comes from Robert Fishman with MoffettNathanson.

Two questions for you guys, actually, both on media rights. So a 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 bring in multiple partners like NASCAR ended up doing? And then second question. With ESPN set to be included in the Disney+ as a tile. Can you share if Disney has the existing rights to include UFC matches? Or would you -- would that lead to a separate negotiation for those rights?

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 3-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 #1 premier automatic destination for sports fans everywhere, certainly in the U.S., but 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're -- we have a window, we'll listen, we'll talk and we'll do what's in the best interest of UFC going forward.

Operator, let's take the next question, please.

The next question comes from Eric Handler with ROTH MKM.

Two questions. First, with regards to WrestleMania, I wondered if you could talk a little bit 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?

Yes. I mean, look, we don't, Eric, get into specifics on the pricing and/or guide specifically to a global partnerships 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, 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 history, just really extraordinary across the board. I know NBC with Comcast, we're really happy with the results. Obviously, we've announced 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 [ grew ] 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 Lou Koskovolis, they're doing an 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 activation perspective. And 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.

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?

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 costs of doing events domestically, internationally and holding them at Apex. And what we do in any budget cycle, as I'm sure you could appreciate, is determine 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.

And Eric, if we're going to err on one side, we're going to err on the side of going on the road. Dana White built the UFC, with more on [ steps ] being and the [ intend ] 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 hundred 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 a long time since you've been here, there's a reason why the sellout is here and you're getting the ticket yield that you're getting. So we take that very seriously. If we're going to err on the side of -- on the road or kind of under our own [ term ] in Vegas, it's going to be on the road.

The following question is from Stephen Laszczyk with Goldman Sachs.

Maybe for Mark on live events. You called out the strength in the quarter. Curious, going forward, you're thinking about sizing 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?

Yes. So on the second one, we changed our guidance from -- in excess of 50%, excuse me, to an excess of 40% solely due to the fact that the $200 million of cash payments that will make [ due to hit ] operating cash flow and our free cash flow metric reconciles to the closest GAAP metric, which starts with operating free cash -- excuse me, operating cash flow. So it's solely to reflect the impact of those payments.

And Stephen -- are you good on that?

Yes, that was great.

Okay. And then on just your second -- I think we do have one more question. Okay. Great. Look, I would just tell you because it kind of tease 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 gaining busters 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 inexperienced 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 2, 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 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 it 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 detailed 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 right [ sweep ] 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.

Operator, let's take one last question, please.

The final question comes from Ryan Gravett with UBS.

Great. Just for Andrew. You mentioned that the business -- you think the business can operate at up to 3x leverage. I guess, what will give me 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 you leaving some room for M&A if an opportunity comes across?

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 up 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.

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

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