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TKO Group Holdings 8-K Report, Financial Results (Mar 19, 2025)

Reports
Earnings & Results·Other Events·Exhibits & Filings
Filing Date
Filed March 19, 2025
Period End
March 19, 2025
Security
TKO
In the record · 2023–202610-K310-Q98-K42

TKO filed 3 annual reports (10-K), 9 quarterly reports (10-Q) and 42 current reports (8-K) between 2023 and 2026.

  1. Leadership change8-K · Jan ’24Jan ’24
  2. Material agreement8-K · Nov ’24Nov ’24
  3. Material agreement8-K · Mar ’26Mar ’26

01—Abstract

Summary

Summary of the 8-K filed March 19, 2025. Cited figures are marked; the original filing is the authoritative source.

TKO Group Holdings, Inc. filed this Form 8-K on March 19, 2025 solely to provide recast historical audited financial information for fiscal years 2023 and 2022.

The recast gives effect to the Endeavor Asset Acquisition as if it had been consummated on January 1, 2022, and to the adoption of ASU 2023-07, Improvements to Reportable Segment Disclosures. The Endeavor Asset Acquisition, completed February 28, 2025, added the Professional Bull Riders, On Location, IMG Media, Mailman and various events businesses for total consideration of approximately $3.25 billiona plus a $50 million purchase price adjustment. The filing states that it does not revise the company's periodic filings and is not an amendment or restatement of them.

On the recast basis, revenue for 2023 was $3,224.8 millionb, up from $2,674.0 million in 2022, and operating income was $375.8 million versus $532.9 million. Net income was $143.0 million in 2023 compared with $359.6 million in 2022. Adjusted EBITDA was $847.8 million in 2023 versus $727.8 million in 2022, and the filing shows Adjusted EBITDA margin of 26% and 27%, respectively.

Segment reporting now includes three reportable segments: UFC, WWE and IMG, with Corporate and Other covering PBR and unallocated corporate costs. The filing also details debt and liquidity. In November 2024 the company refinanced its first lien term loans into $2,750.0 millionc of New Term Loans maturing November 21, 2031, and a $205.0 million revolver maturing November 21, 2029.

The revolver's financial covenant, a First Lien Leverage Ratio of 8.25-to-1, applies beginning with the quarter ending June 30, 2025, and only when revolver borrowings exceed the greater of $85.0 milliond and forty percent of capacity. The company also reports a $375.0 million UFC antitrust settlement that was finally approved in February 2025.

02—Key points

Key Highlights

  1. Recast 2023 revenue of $3,224.8 million, up from $2,674.0 million in 2022, reflecting the consolidated Endeavor businesses and WWE for the post-acquisition period.
  2. Recast 2023 operating income of $375.8 million, down from $532.9 million in 2022; net income of $143.0 million versus $359.6 million.
  3. Adjusted EBITDA of $847.8 million in 2023 versus $727.8 million in 2022, with Adjusted EBITDA margin of 26% and 27% respectively.
  4. Segment revenue for 2023: UFC $1,292.2 million, WWE $382.8 million (post-acquisition period), IMG $1,437.1 million; the IMG segment is now a third reportable segment.
  5. Endeavor Asset Acquisition completed February 28, 2025 for total consideration of approximately $3.25 billion plus a $50 million purchase price adjustment; Endeavor received approximately 26.54 million common units of TKO.
  6. November 2024 refinancing created $2,750.0 million of New Term Loans maturing November 21, 2031 and a $205.0 million revolver maturing November 21, 2029.
  7. The filing states it does not revise or amend TKO's existing periodic reports, including its Form 10-K filings.

03—Questions

Frequently Asked Questions

  1. Why did TKO file this 8-K?

    The company filed it solely to provide recast historical audited financial information for fiscal years 2023 and 2022. The recast reflects the Endeavor Asset Acquisition as if it had occurred January 1, 2022, and the adoption of ASU 2023-07 on segment disclosures.

  2. What businesses were added through the Endeavor Asset Acquisition?

    The acquired businesses are the Professional Bull Riders, On Location, certain IMG Media contracts (including Wimbledon, Soccer and Stadia, SailGP and Royal & Ancient Golf Club of St. Andrews), Mailman, and various events businesses including Golf Events, Formula Drift and International Figure Skating. The transaction closed February 28, 2025.

  3. How did recast results change for 2023 compared with 2022?

    Revenue rose to $3,224.8 million from $2,674.0 million, but operating income fell to $375.8 million from $532.9 million. Net income was $143.0 million versus $359.6 million, and Adjusted EBITDA increased to $847.8 million from $727.8 million.

  4. Does this filing change TKO's previously reported financial statements?

    No. The filing states that, except as otherwise stated, it does not revise or update TKO's periodic filings, including its Annual Reports on Form 10-K for 2022 through 2024, and is not an amendment to or restatement of those filings.

  5. What are the key debt terms after the November 2024 refinancing?

    The company refinanced its first lien term loans into $2,750.0 million of New Term Loans maturing November 21, 2031, and refinanced its revolving facility into a $205.0 million New Revolving Credit Facility maturing November 21, 2029. The revolver's First Lien Leverage Ratio covenant of 8.25-to-1 begins with the quarter ending June 30, 2025, and applies only when borrowings exceed the greater of $85.0 million and forty percent of capacity.

04—Continue

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