Andrew Schleimer
Analyst · Brandon Ross with LightShed Partners
Good afternoon. As Ari highlighted, we delivered solid operating and financial results in the quarter and for the third quarter in a row, have raised our expectations for performance for the full year. We've completed our most significant media rights agreements with great outcomes that provide visibility into a multiyear, high-margin contractual revenue stream with annual escalators. Over the term, these deals will drive meaningful margin expansion and significant free cash flow generation. We remain laser-focused on operational execution. UFC and WWE remain our core drivers, and we're continuing to see significant strength at these brands. We're also making meaningful progress integrating IMG, On Location and PBR into TKO and realizing cost synergies and revenue opportunities from these businesses that are even greater than our recently raised expectations. Now turning to our consolidated financial results for the third quarter. We generated revenue of $1.12 billion. Adjusted EBITDA was $360 million. Our adjusted EBITDA margin was 32%. As expected, our year-over-year results were impacted by the 2024 Paris Olympics, which was a key driver of the decrease in revenue as well as the increase in adjusted EBITDA and adjusted EBITDA margin as the event was loss-making. On a reported basis, revenue decreased 27%, adjusted EBITDA increased 59% and adjusted EBITDA margin increased from 15% in the prior year period. Turning to our UFC segment. As we articulated on our Q2 call, while the underlying trends remain extremely strong, the timing and mix of the calendar meaningfully impacted results in the quarter. UFC had 10 total events in the third quarter of this year, which was comparable with the prior year period. However, in the current period, we held 2 numbered events compared to 3 in the prior period, including a seminal event, UFC 306 at Sphere in Las Vegas. UFC generated revenue of $325 million, a decrease of 8%. Adjusted EBITDA was $166 million, a decrease of 15%. UFC's adjusted EBITDA margin was 51%, down from 55% in the prior year period, largely attributable to holding one less numbered event. Media rights production and content revenue decreased 7% to $201 million. The decrease was driven by one less numbered event, partially offset by the contractual escalation of media rights fees. Live events and hospitality revenue decreased 15% to $44 million. Strong underlying trends in pricing and attendance were more than offset by one fewer numbered event as well as the impact of UFC 306, which remains the highest grossing event in UFC history. Partnerships and Marketing revenue decreased 4% to $71 million. Tailwinds from new and renewed partnerships were more than offset by the mix of events in the quarter, most notably UFC 306, which featured our first-ever title partner sponsor, Riyadh season. We continue to make significant progress in partnerships, adding new categories and growing existing ones, including recently announced deals with Wingstop, Prime Video and Sony Pictures, among others. Adjusted EBITDA reflected the decrease in revenue as expenses were essentially flat. Direct operating expenses decreased due to lower production, marketing and other event-related costs, primarily due to the mix of event venues, cards and territories, most notably UFC 306, which had significantly higher-than-normal production costs. SG&A increased primarily due to higher personnel and travel costs compared to the prior year period. Our WWE segment generated revenue of $402 million, an increase of 23%. Adjusted EBITDA was $208 million, an increase of 19%. Adjusted EBITDA margin was 52%, down from 54% in the prior year period, largely attributable to strategic investments in talent associated with the launch of new properties such as Wrestlepalooza. Performance was favorably impacted by the timing and mix of the event calendar. Most notably, WWE had 5 nights of main roster premium live event programming in the third quarter compared to 3 nights in the prior year period. The increase related to the expansion of SummerSlam, which was held at MetLife Stadium to a 2-night event and the introduction of Wrestlepalooza, which marked the launch of WWE on the ESPN platform. Live events and hospitality revenue increased 61% to $83 million. The increase was driven by higher ticket sales revenue, reflecting an increase in average ticket price and total attendance and an increase in site fee revenue. SummerSlam, which included a meaningful site fee, was a notable contributor to the increase. Media rights production and content revenue increased 9% to $249 million. The increase was driven by the additional PLE programming, a second out of SummerSlam and Wrestlepalooza as well as the contractual escalation of media rights fees, including our long-term global agreement with Netflix. These items more than offset the unfavorable impact of one less episode of Raw in the quarter and the previously discussed shift to SmackDown to a 2-hour format for the second half of the year. Partnerships and marketing revenue increased 84% to $40 million, driven by new partnerships and renewals across multiple categories, including travel, financial services, food and beverage, telecommunications and beauty, among others. SummerSlam, which was the highest grossing non-WrestleMania PLE in WWE history, drove much of the quarterly increase. The event featured JPMorgan Chase, which partnered with WWE for the first time as a presenting sponsor. WWE partnership revenue at SummerSlam and overall growth in Q3 illustrated the blue-chip sponsors and new categories we are unlocking to deliver incremental revenue. We believe there's plenty of runway to continue growing this important part of the business. Adjusted EBITDA reflected the increase in revenue, partially offset by an increase in expenses. Direct operating expenses increased due to higher talent, production, marketing and other event-related costs, primarily due to the mix of events, most notably SummerSlam and Wrestlepalooza. SG&A increased primarily due to higher travel costs compared to the prior year period. Our IMG segment generated revenue of $337 million, a decrease of 59%. Adjusted EBITDA was $61 million, an increase of $116 million. Adjusted EBITDA margin was 18%, up from negative 7% in the prior year period. The decline in revenue primarily related to the absence of revenue at On Location from the 2024 Paris Olympics. This decline was partially offset by an increase in revenue at the IMG business from new business in our Studios Group, primarily Ryder Cup and the Esports World Cup in Saudi Arabia. Adjusted EBITDA reflected the decrease in revenue, partially offset by a decrease in expenses. The decrease in direct operating expenses principally reflected the absence of costs at On Location for the 2024 Paris Olympics, which was a loss-making event. SG&A decreased primarily due to lower Olympics-related costs at On Location as well as the impact of cost reduction initiatives in connection with the acquisition of IMG and On Location. Corporate and Other generated revenue of $63 million, an increase of 17%. Adjusted EBITDA was negative $75 million, an improvement from negative $90 million in the prior year period. The increase in revenue was primarily driven by promotional and management fees from our boxing initiatives, Zuffa Boxing, the JV we announced earlier in the year as well as the Canelo versus Crawford Super Fight that took place in September at Allegiant Stadium in Las Vegas. The improvement in adjusted EBITDA was primarily due to the increase in revenue and a $33 million decrease in costs related to corporate allocations of Endeavor corporate expenses under their ownership of IMG, On Location and PBR. As we disclosed on prior calls, from the close of the acquisition on February 28 forward, there are no Endeavor corporate expense allocations. As for Boxing, in September, we promoted our first Super Fight, Canelo Alvarez versus Terence Crawford, which was a massive success. As Ari noted, the event, which was held in front of a sold-out crowd of over 70,000, generated a gate of over $47 million, the third largest in boxing history and garnered over 41 million viewers on Netflix. Separately, we continue to operationalize our JV in preparation for our first event in January 2026. At the end of the quarter, we announced a pivotal milestone, a long-term media rights agreement with Paramount to become the exclusive home of Zuffa Boxing throughout the United States, Canada and Latin America. Now moving on to our capital structure. In the third quarter, we generated $399 million of free cash flow. Our free cash flow conversion of adjusted EBITDA was 111%. Free cash flow was positively impacted by the timing of cash receipts and payments related to the Canelo Versus Crawford boxing event. During the third quarter, we collected a meaningful amount of cash on behalf of our partner, Sela. In the fourth quarter, we plan to transfer substantially all of these proceeds to Sela and therefore, expect an offsetting impact in our results. Free cash flow in the third quarter also included the unfavorable impact of approximately $12 million of net payments related to On Location for the 2026 FIFA World Cup. In early September, we announced a 100% increase in our quarterly cash dividend program. On September 30, we made our first payment under the upsized program from TKO OpCo of approximately $150 million. We intend to fund quarterly cash dividends with cash flow from operations or cash on hand. Regarding our previously announced share repurchase program, in September, we entered into an ASR agreement to repurchase $800 million of our Class A common stock. We received an initial delivery of approximately 3.2 million shares and expect to complete the agreement in early December. We also repurchased approximately $26 million of shares under a privately negotiated transaction. Lastly, we entered into a 10b5-1 trading plan for the repurchase of up to $174 million of Class A common stock. Repurchases contemplated under the 10b5-1 plan are to commence immediately once the ASR agreement is completed. These repurchases are being funded with proceeds from the $1 billion term loan add-on that we closed in mid-September. We ended the quarter with $3.759 billion in debt and $861 million in cash and cash equivalents in addition to $312 million of restricted cash. 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 third quarter in a row. We are now targeting revenue of $4.69 billion to $4.72 billion and adjusted EBITDA of $1.57 billion to $1.58 billion, an increase of $45 million and $25 million, respectively, at the midpoint of the ranges as compared to the prior guidance we issued in August. The increase is related primarily to strong operating performance at UFC and WWE through the first 9 months of the year as well as our anticipated performance for the remainder of the year. It also reflects the accelerated timing of the WWE PLE deal with ESPN, net of costs associated with terminating the NBCU deal early. In terms of free cash flow, while we have not given formal guidance, we are targeting 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 nonrecurring amounts as well as the net benefit of 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 third quarter, and our results were consistent with all of them. As we look to the fourth quarter of 2025, we want to highlight the following: at UFC, results are expected to be positively impacted as the current calendar for the fourth quarter is expected to include 11 events compared to 10 in the prior year period. Within these 11, we expect 4 numbered events, which is comparable to the prior year. However, we intend to stage 9 events with live audiences compared to 7 in the fourth quarter of 2024. At WWE, as we previously discussed, the results will reflect the favorable impact of the raw domestic rights deal. As a reminder, the fourth quarter of this year will reflect the new long-term agreement with Netflix compared to the short-term agreement we reached with USA Network in the prior year. The fourth quarter will also benefit from the new domestic rights agreement with ESPN. However, the timing of the calendar is expected to significantly offset the benefit of these items. WWE is planning to have 2 nights of main roster PLE programming in the fourth quarter compared to 3 nights in the prior year. Most notably, as we announced earlier in the year, one PLE in Saudi Arabia is shifting from Q4 2025 to the first quarter of 2026. All these items taken together, along with continued underlying momentum in the business are expected to yield strong financial performance in Q4. At the IMG segment, we expect fourth quarter revenue and adjusted EBITDA to be down modestly year-over-year in terms of absolute dollars, primarily due to the absence at IMG of the Gulf Cup, which, as a reminder, is a biannual event as well as an increase in cost at On Location related to preparations for the upcoming Olympic Games. In closing, while we're not providing formal guidance for 2026 on this call, we would be remiss if we didn't highlight some things we're excited about looking ahead. Number one, media rights. Our 2026 financials will include the significant step-up in connection with the commencement in January of the 7-year UFC rights deal with Paramount as well as a full year of media rights fees from our new 5-year agreement with ESPN for the WWE PLEs. This high-margin contractual revenue stream with annual escalators will provide attractive visibility and stability for our businesses for years to come. Number two, site fees. We continue to see meaningful momentum in securing significant financial incentives and delivering measurable economic impact by bringing our events to cities, both in the United States and around the globe. We're focused on a multipronged strategy that's predicated on receiving higher value from markets we currently have incentive packages with, site fees from markets we've been to but don't currently receive a fee from as well as site fees from new markets. Additionally, in 2026, the current WWE calendar includes 3 PLEs in Saudi Arabia compared to 1 in 2025. Number three, global partnerships. We continue to make significant progress in this area of our business, adding new partners and categories while also growing existing partnerships. Our recently announced media rights deals, including commercial inventory, will further bolster this area of our business. In 2025, at UFC and WWE, we expect to achieve $450 million in high-margin partnership revenue and continue to work towards achieving our previously communicated target of $1 billion in total company partnership revenue by around 2030. Number four, Boxing, which we believe represents an additional opportunity to drive value for shareholders in multiple ways. The initiative is anchored by our JV Zuffa Boxing, which we anticipate will launch in January. For the avoidance of doubt, the financials for Zuffa Boxing are not consolidated. We have an equity interest in the joint venture, and therefore, we account for it as an equity method investment. Also within our reported results are management fees for services to the JV. Our consolidated results in 2026 are expected to include a full year of management fees as opposed to the partial year that we recorded in 2025. Over time, as Zuffa Boxing scales, our meaningful ownership interest will enhance the value to and inure to the benefit of TKO shareholders. Separate from the JV, we expect to work with our partner, Sela, to host 2 to 4 super fights per year. As with the recent Canelo versus Crawford event, TKO will receive additional promotional and management services fees as well as a commission for negotiating the media rights deals related to these events. In addition to these 4 items, we continue to focus on the integration of IMG, On Location and PBR as well as realizing revenue and cost efficiencies across all of our businesses, which we expect will be incremental to our already attractive margin profile. With that, I'll turn it back to Seth.