TKO GROUP HOLDINGS, INC., 10-Q filed on 11/7/2023
Quarterly Report
v3.23.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2023
Nov. 03, 2023
Document Information [Line Items]    
Document Type 10-Q  
Document Period End Date Sep. 30, 2023  
Document Quarterly Report true  
Current Fiscal Year End Date --12-31  
Document Transition Report false  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Entity File Number 001-41797  
Entity Registrant Name TKO GROUP HOLDINGS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 92-3569035  
Entity Address, Address Line One 200 Fifth Ave, 7th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10010  
City Area Code 646  
Local Phone Number 558-8333  
Title of 12(b) Security Class A Common Stock, par value $0.00001 per share  
Trading Symbol TKO  
Security Exchange Name NYSE  
Entity Shell Company false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Current Reporting Status No  
Entity Interactive Data Current Yes  
Entity Central Index Key 0001973266  
Amendment Flag false  
Common Class A [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   83,372,699
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   89,616,891
v3.23.3
Consolidated Statements of Operations - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Consolidated Statements of Operations [Abstract]        
Revenue $ 449,058 $ 340,699 $ 1,060,973 $ 868,376
Operating expenses:        
Direct operating costs 130,312 99,619 302,253 243,483
Selling, general and administrative expenses 193,211 56,497 313,033 155,707
Depreciation and amortization 31,698 14,947 61,900 44,945
Total operating expenses 355,221 171,063 677,186 444,135
Operating income 93,837 169,636 383,787 424,241
Other expenses:        
Interest expense, net (60,636) (35,319) (172,439) (90,767)
Other (expense) income, net (696) 400 (1,560) (444)
Income before income taxes and equity (earnings) losses of affiliates 32,505 134,717 209,788 333,030
Provision for income taxes 11,156 5,044 17,655 12,490
Income before equity (earnings) losses of affiliates 21,349 129,673 192,133 320,540
Equity (earnings) losses of affiliates, net of tax (671)   309  
Net income 22,020 129,673 191,824 320,540
Less: Net (loss) income attributable to non-controlling interests (22,471) 631 (21,683) 1,638
Less: Net income attributable to TKO Operating Company, LLC prior to the Transactions 66,377 $ 129,042 235,393 $ 318,902
Net loss attributable to TKO Group Holdings, Inc. $ (21,886)   $ (21,886)  
Basic net loss per share [1] $ (0.26)   $ (0.26)  
Diluted net loss per share [1] $ (0.26)   $ (0.26)  
Weighted average common shares outstanding:        
Basic 83,161,406   83,161,406  
Diluted 83,161,406   83,161,406  
[1] Basic and diluted net loss per share of Class A common stock is applicable only for the period from September 12, 2023 through September 30, 2023, which is the period following the Transactions (as defined in Note 1 to the unaudited consolidated financial statements). See Note 14 for the calculation of the number of shares used in computation of net loss per share of Class A common stock and the basis for computation of net loss per share.
v3.23.3
Consolidated Statements of Comprehensive (Loss) Income - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Consolidated Statements of Comprehensive (Loss) Income [Abstract]        
Net income $ 22,020 $ 129,673 $ 191,824 $ 320,540
Other comprehensive income (loss), net of tax:        
Foreign currency translation adjustments (300) (1,253) (1,432) (1,033)
Cash flow hedges:        
Change in net unrealized gains 574 1,684 775 4,959
Amortization of cash flow hedge fair value to net income (76) (76) (228) (228)
Total comprehensive income, net of tax 22,218 130,028 190,939 324,238
Less: Comprehensive (loss) income attributable to non-controlling interests (22,471) 631 (21,683) 1,638
Less: Comprehensive income attributable to TKO Operating Company, LLC prior to the Transactions 66,121 $ 129,397 234,054 $ 322,600
Comprehensive loss attributable to TKO Group Holdings, Inc. $ (21,432)   $ (21,432)  
v3.23.3
Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 188,592 $ 180,574
Accounts receivable (net of allowance for doubtful accounts of $1,947 and $2.355, respectively) 195,773 45,448
Other current assets 116,611 42,278
Total current assets 500,976 268,300
Property, buildings and equipment, net 568,090 175,048
Intangible assets, net 3,679,868 475,765
Finance lease right-of-use assets, net 236,268  
Operating lease right-of-use assets, net 35,235 23,276
Goodwill 7,644,053 2,602,639
Investments 17,113 5,416
Other assets 54,850 30,286
Total assets 12,736,453 3,580,730
Current liabilities:    
Accounts payable 20,898 16,842
Accrued liabilities 244,716 108,189
Current portion of long-term debt 26,650 22,683
Current portion of finance lease liabilities 6,444  
Current portion of operating lease liabilities 3,629 1,793
Deferred revenue 94,473 71,624
Other current liabilities 2,644 9,048
Total current liabilities 399,454 230,179
Long-term debt 2,719,463 2,736,315
Long-term finance lease liabilities 233,029  
Long-term operating lease liabilities 33,085 22,594
Deferred tax liabilities 376,837  
Other long-term liabilities 3,035 12,818
Total liabilities 3,764,903 3,001,906
Commitments and contingencies (Note 18)
Redeemable non-controlling interests 11,111 9,908
Shareholders'/Members' equity:    
Members' capital   568,070
Additional paid-in capital 4,186,621  
Accumulated other comprehensive income 217 846
Accumulated deficit (21,886)  
Total stockholders'/members' equity 4,164,954 568,916
Nonredeemable non-controlling interests 4,795,485  
Total stockholders'/members' equity 8,960,439 568,916
Total liabilities, non-controlling interests and stockholders'/members' equity 12,736,453 $ 3,580,730
Common Class A [Member]    
Shareholders'/Members' equity:    
Common stock 1  
Common Class B [Member]    
Shareholders'/Members' equity:    
Common stock $ 1  
v3.23.3
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Net of allowance for doubtful accounts $ 1,947 $ 2,355
Common Class A [Member]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 5,000,000,000 5,000,000,000
Common stock, shares issued 83,162,215 0
Common Stock, shares outstanding 83,162,215 0
Common Class B [Member]    
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 5,000,000,000 5,000,000,000
Common stock, shares issued 89,616,891 0
Common Stock, shares outstanding 89,616,891 0
v3.23.3
Consolidated Statements of Stockholders’ Equity/Members’ Equity - USD ($)
shares in Thousands, $ in Thousands
Common Class A [Member]
Common Stock [Member]
Common Class B [Member]
Common Stock [Member]
Members Capital [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income/(Loss) [Member]
Accumulated Deficit [Member]
Total TKO Group Holdings, Inc. [Member]
Nonredeemable Non-Controlling Interest [Member]
Total
Balance at Dec. 31, 2021     $ 1,251,416   $ (2,524)       $ 1,248,892
Comprehensive income     318,902   3,698       322,600
Accretion of redeemable non-controlling interests     1,539           1,539
Distributions to members     (794,737)           (794,737)
Contributions from members     18,147           18,147
Balance at Sep. 30, 2022     795,267   1,174       796,441
Balance at Jun. 30, 2022     1,386,890   819       1,387,709
Comprehensive income     129,042   355       129,397
Accretion of redeemable non-controlling interests     532           532
Distributions to members     (726,800)           (726,800)
Contributions from members     5,603           5,603
Balance at Sep. 30, 2022     795,267   1,174       796,441
Balance at Dec. 31, 2022     568,070   846   $ 568,916   568,916
Comprehensive income (loss) prior to reorganization and acquisition     235,393   (1,339)   234,054   234,054
Distributions to members prior to reorganization and acquisition     (259,898)       (259,898)   (259,898)
Contributions from members prior to reorganization and acquisition     15,243       15,243   15,243
Effects of reorganization and acquisition $ 1 $ 1 (558,808) $ 4,166,297 256   3,607,747 $ 4,818,385 8,426,132
Effects of reorganization and acquisition, Shares 83,161 89,617              
Other comprehensive (loss) income         454 $ (21,886) (21,432) (22,886) (44,318)
Distributions to members               (595) (595)
Contributions from members               581 581
Stock issuances and other, net       (20)     (20)   (20)
Conversions of convertible debt       28     28   28
Conversions of convertible debt, Shares 1                
Equity-based compensation       20,316     20,316   20,316
Balance, Shares at Sep. 30, 2023 83,162 89,617              
Balance at Sep. 30, 2023 $ 1 $ 1   4,186,621 217 (21,886) 4,164,954 4,795,485 8,960,439
Balance at Jun. 30, 2023     587,161   (237)   586,924   586,924
Comprehensive income (loss) prior to reorganization and acquisition     66,377   (256)   66,121   66,121
Distributions to members prior to reorganization and acquisition     (98,389)       (98,389)   (98,389)
Contributions from members prior to reorganization and acquisition     3,659       3,659   3,659
Effects of reorganization and acquisition $ 1 $ 1 $ (558,808) 4,166,297 256   3,607,747 4,818,385 8,426,132
Effects of reorganization and acquisition, Shares 83,161 89,617              
Other comprehensive (loss) income         454 (21,886) (21,432) (22,886) (44,318)
Distributions to members               (595) (595)
Contributions from members               581 581
Stock issuances and other, net       (20)     (20)   (20)
Conversions of convertible debt       28     28   28
Conversions of convertible debt, Shares 1                
Equity-based compensation       20,316     20,316   20,316
Balance, Shares at Sep. 30, 2023 83,162 89,617              
Balance at Sep. 30, 2023 $ 1 $ 1   $ 4,186,621 $ 217 $ (21,886) $ 4,164,954 $ 4,795,485 $ 8,960,439
v3.23.3
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $ 191,824 $ 320,540
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 61,900 44,945
Amortization and impairments of content costs 13,230 10,589
Amortization of original issue discount and deferred financing cost 7,889 7,746
Other amortization 446  
Equity-based compensation 36,142 18,146
Income taxes 5,959 3,627
Other non-cash adjustments 2,617 766
Changes in operating assets and liabilities, net of acquisition:    
Accounts receivable (46,271) (27,123)
Other current assets 19,402 16,162
Other noncurrent assets (11,459) (12,247)
Accounts payable and accrued liabilities 13,046 2,435
Deferred revenue (39,810) (10,860)
Other liabilities (7,260) 2,055
Net cash provided by operating activities 247,655 376,781
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchases of property and equipment and other assets (12,568) (9,548)
Investments in affiliates, net   (250)
Cash acquired from WWE 381,153  
Payment of deferred consideration in the form of a dividend to former WWE shareholders (321,006)  
Proceeds from sale of assets   12
Net cash provided by (used in) investing activities 47,579 (9,786)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Repayment of long-term debt (24,485) (24,450)
Redemption of profit units   (2,877)
Payments for financing costs (286)  
Distributions to members (260,493) (794,737)
Net cash used in financing activities (285,264) (822,064)
Effects of exchange rate movements on cash (1,952) (1,033)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 8,018 (456,102)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 180,574 874,688
CASH AND CASH EQUIVALENTS, END OF PERIOD 188,592 418,586
Supplemental Cash Flow Information [Abstract]    
Cash paid for interest 159,867 77,270
Cash payments for income taxes 11,869 10,971
NON-CASH INVESTING AND FINANCING TRANSACTIONS:    
Purchases of property and equipment recorded in accounts expenses and accounts payable 4,938 872
Acquisition on common stock 8,111,055  
Accretion of redeemable non-controlling interests   (1,539)
Capital contribution from parent for equity-based compensation 15,826 $ 18,146
Convertible notes exchanged for common stock $ 28  
v3.23.3
DESCRIPTION OF BUSINESS
 9 Months Ended
Sep. 30, 2023
DESCRIPTION OF BUSINESS [Abstract]  
DESCRIPTION OF BUSINESS 1. DESCRIPTION OF BUSINESS

TKO Group Holdings, Inc. (the “Company” or “TKO”) was incorporated as a Delaware corporation in March 2023, under the name New Whale Inc., and was formed for the purpose of facilitating the business combination of the Ultimate Fighting Championship (“UFC”) and World Wrestling Entertainment, LLC (f/k/a World Wrestling Entertainment, Inc.) (“WWE”) businesses under TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) (“Zuffa” or “TKO OpCo”), which owns and operates the UFC and WWE businesses (the “Transactions”), as contemplated within the Transaction Agreement, dated as of April 2, 2023, by and among Endeavor Group Holdings, Inc. (“Endeavor” or “EGH”), Endeavor Operating Company, LLC, TKO OpCo, WWE, TKO, and Whale Merger Sub Inc. (the “Transaction Agreement”). Under the terms of the Transaction Agreement, (A) EGH and/or its subsidiaries received (1) a 51.0% controlling non-economic voting interest in TKO on a fully-diluted basis and (2) a 51.0% economic interest in the operating subsidiary on a fully diluted basis, TKO OpCo, which owns all of the assets of the UFC and WWE businesses, and (B) the stockholders of WWE received (1) a 49.0% voting interest in TKO on a fully diluted basis and (2) a 100% economic interest in TKO, which in turn holds a 49.0% economic interest in TKO OpCo on a fully-diluted basis.

Zuffa is the accounting acquirer and predecessor to TKO. Financial results and information included in the accompanying interim consolidated financial statements include (1) prior to the consummation of the Transactions, financial results and information of Zuffa and its consolidated subsidiaries, which includes UFC and its subsidiaries, and (2) after the consummation of the Transactions, financial results and information of TKO Group Holdings, Inc., and its consolidated subsidiaries, which includes UFC and WWE and their respective subsidiaries.

Unless the context suggests otherwise, references to the “Company” or “TKO” refer to Zuffa and its consolidated subsidiaries prior to the consummation of the Transactions and to TKO Group Holdings, Inc. and its consolidated subsidiaries after the consummation of the Transactions.

TKO is a premium sports and entertainment company which operates leading combat sports and sports entertainment brands. The Company monetizes its media and content properties through four principal activities: Media rights and content, Live events, Sponsorship and Consumer products licensing.
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting interim financial information and should be read in conjunction with the Company’s consolidated financial statements and accompanying footnotes for the year ended December 31, 2022 in the Company’s prospectus dated August 22, 2023, filed with the SEC on August 22, 2023 pursuant to Rule 424(b) of the Securities Act of 1933 (the “Prospectus”). Certain information and note disclosures normally included in the annual financial statements have been condensed or omitted from these interim financial statements. The interim consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited; however, in the opinion of management, such interim consolidated financial statements reflect all adjustments, consisting solely of normal and recurring adjustments, necessary for a fair statement of its financial position, results of operations and cash flows for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. All intercompany balances are eliminated in consolidation.

TKO is the sole managing member of TKO OpCo and maintains a controlling voting interest in TKO OpCo. As a result, the Company consolidates the financial results of TKO OpCo and reports a non-controlling interest representing the economic interest in TKO OpCo held by the other members of TKO OpCo. As of September 30, 2023, the Company owned 48.1% of TKO OpCo.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying disclosures.

Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the allowance for doubtful accounts, content cost amortization and impairment, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Company’s reporting units and the assessment of goodwill, other intangible

assets and long-lived assets for impairment, determination of useful lives of intangible assets and long-lived assets acquired, the fair value of equity-based compensation, leases, income taxes and contingencies.

Management evaluates these estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management's best judgment at a point in time and as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company's control could be material and would be reflected in the Company's consolidated financial statements in future periods.

Equity-Based Compensation

Incentive Awards

Equity-based compensation is accounted for in accordance with ASC Topic 718-10, Compensation-Stock Compensation. The Company records compensation costs related to its incentive awards. Equity-based compensation cost is measured at the grant date based on the fair value of the award. Compensation cost for time-based awards is recognized ratably over the applicable vesting period with forfeitures recognized as they occur. Compensation cost for performance-based awards with a performance condition is reassessed each period and recognized based upon the probability that the performance conditions will be achieved. See Note 13, Equity-Based Compensation, for further discussion of the Company’s equity-based compensation.

Replacement Awards

Pursuant to the Transaction Agreement, the Company converted each WWE equity award of restricted stock units (“RSUs”) and performance stock units (“PSUs”) held by WWE directors, officers and employees into TKO RSUs and PSUs of equal value and vesting conditions (with such performance-vesting conditions equitably adjusted), respectively (the “Replacement Awards”). The value of the Replacement Awards was determined using the closing price of WWE Class A common stock, par value $0.01 per share (“WWE Class A common stock”), on the day immediately preceding the closing of the Transactions. The portion of the Replacement Awards issued in connection with the Transactions that was associated with services rendered prior to the date of the Transactions was included in the total consideration transferred.

With regards to the remaining unvested portion of the Replacement Awards, equity-based compensation costs of RSUs are recognized over the total remaining service period on a straight-line basis with forfeitures recognized as they occur. RSUs have a service requirement and generally vest in equal annual installments over a three-year period. Unvested RSUs accrue dividend equivalents at the same rate as are paid on shares of TKO Class A common stock, par value $0.00001 per share (the “TKO Class A common stock”). The dividend equivalents are subject to the same vesting schedule as the underlying RSUs.

PSUs, which are subject to certain performance conditions and have a service requirement, generally vest in equal installments over a three-year period. Until such time as the performance conditions are met, stock compensation costs associated with these PSUs are re-measured each reporting period based upon the fair market value of the Company’s common stock and the estimated performance attainment on the reporting date. The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance conditions. Compensation costs for PSUs are recognized using a graded-vesting attribution method over the vesting period based upon the probability that the performance conditions will be achieved, with forfeitures recognized as they occur. Unvested PSUs accrue dividend equivalents once the performance conditions are met at the same rate as are paid on shares of TKO Class A common stock. The dividend equivalents are subject to the same vesting schedule as the underlying PSUs.

Earnings per Share

Earnings per share (“EPS”) is computed in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing the net income (loss) available to holders of TKO Class A common stock by the weighted average number of shares outstanding for the period. Diluted EPS is calculated by dividing the net income (loss) available for holders of TKO Class A common stock by the diluted weighted average shares outstanding for that period. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the dilutive effect of additional shares of TKO Class A common stock issuable in exchange for redemption of certain non-controlling interests, outstanding convertible debt instruments, as well as under the Company’s share based compensation plans (if dilutive), with adjustments to net income (loss) available for common stockholders for dilutive potential common shares.

Shares of the Company’s Class B common stock, par value $0.00001 per share (the “TKO Class B common stock”) do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of TKO Class B common stock under the two-class method has not been presented. However, shares of TKO Class B common stock outstanding for the period are considered potentially dilutive shares of TKO Class A common stock under application of the if-converted method and are included in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive.

The Company may be required to calculate basic EPS using the two-class method as a result of its redeemable non-controlling interests. To the extent that the redemption value increases and exceeds the then-current fair value of a redeemable non-controlling interest, net income (loss) available to common stockholders (used to calculate EPS) could be negatively impacted by that increase, subject to certain limitations. The partial or full recovery of any reductions to net income (loss) available to common stockholders (used to calculate EPS) is limited to any cumulative prior-period reductions. There was no impact to EPS for such adjustments related to the redeemable non-controlling interests.

Content Production Incentives

The Company has access to various governmental programs primarily related to WWE that are designed to promote content production within the United States and certain international jurisdictions. Tax incentives earned with respect to expenditures on qualifying film production activities are included as an offset to other assets in the Consolidated Balance Sheets. Tax incentives earned with respect to expenditures on qualifying capital projects are included as an offset to property, buildings and equipment, net in the Consolidated Balance Sheets. Tax incentives earned with respect to expenditures on qualifying television and other production activities are recorded as an offset to production expenses within direct operating costs within the Consolidated Statements of Operations. The Company recognizes these benefits when we have reasonable assurance regarding the realizable amount of the tax credits. The realizable amount is recorded within accounts receivable, net in the Consolidated Balance Sheets until the Company receives the funds from the respective governmental jurisdiction.

As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for profit business entities, the Company accounts for these content production incentives by analogy to International Accounting Standard ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance.

Income Taxes

TKO was incorporated as a Delaware corporation in March 2023. As the sole managing member of TKO OpCo, TKO operates and controls all the business and affairs of UFC and WWE. TKO is subject to corporate income taxes on its share of taxable income of TKO OpCo. TKO OpCo is treated as a partnership for U.S. federal income tax purposes and is therefore generally not subject to U.S. corporate income tax. TKO OpCo’s foreign subsidiaries are subject to entity-level taxes. TKO OpCo’s U.S. subsidiaries are subject to withholding taxes on sales in certain foreign jurisdictions which are included as a component of foreign current taxes. TKO OpCo is subject to entity-level income taxes in certain U.S. state and local jurisdictions.

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Significant factors considered by the Company in estimating the probability of the realization of deferred tax assets include expectations of future earnings and taxable income, as well as the application of tax laws in the jurisdictions in which the Company operates. A valuation allowance is provided when the Company determines that it is “more likely than not” that a portion of a deferred tax asset will not be realized.

ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is “more likely than not” to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected.

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the Consolidated Statements of Operations. Accrued interest and penalties are included in the related tax liability line in the Consolidated Balance Sheets.

Recently Adopted Accounting Pronouncements

In July 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718). This ASU amends or supersedes various SEC paragraphs within the FASB Accounting Standards Codification (“ASC”) to conform to past SEC announcements and guidance issued by the SEC. The Company adopted this guidance on July 1, 2023 with no material effect on the Company’s financial position or results of operations.

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. This ASU clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets, expanding the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and non-prepayable financial assets. The amendments in this update were effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2023 with no material effect on the Company’s financial position or results of operations.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. Adoption of the expedients and exceptions was permitted upon issuance of this update through December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848, in order to defer the sunset date of ASC 848 until December 31, 2024. The Company adopted this guidance on April 1, 2023 with no material effect on the Company’s financial position or results of operations.

Recently Issued Accounting Pronouncements

In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires that a joint venture apply a new basis of accounting upon formation. The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with an option to apply the amendments retrospectively. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532, Disclosure Update and Simplification, which was issued in 2018. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
v3.23.3
ACQUISITION OF WWE
 9 Months Ended
Sep. 30, 2023
ACQUISITION OF WWE [Abstract]  
ACQUISITION OF WWE 3. ACQUISITION OF WWE

Transactions Overview

On September 12, 2023 (the “Closing Date”), the transaction between EGH and WWE was completed with the newly-formed TKO combining the UFC and WWE businesses. Under the terms of the Transaction Agreement, (A) EGH and its subsidiaries received (1) a 51.0% controlling non-economic voting interest in TKO on a fully-diluted basis and (2) a 51.0% economic interest on a fully-diluted basis in the operating subsidiary, TKO OpCo, which owns all of the assets of the UFC and WWE businesses, and (B) the stockholders of WWE received (1) a 49.0% voting interest in TKO on a fully-diluted basis and (2) a 100% economic interest in TKO, which in turn holds a 49.0% economic interest in TKO OpCo on a fully-diluted basis.

WWE is an integrated media and entertainment company that has been involved in the sports entertainment business for four decades. WWE is principally engaged in the production and distribution of unique and creative content through various channels, including content rights agreements for its flagship programs, Raw and SmackDown, premium live event programming, monetization across social media outlets, live events, and licensing of various WWE-themed products.

The Transactions have been accounted for as a reverse acquisition of WWE using the acquisition method of accounting in accordance with the guidance of ASC 805, Business Combinations (“ASC 805”), with TKO OpCo, the legal acquiree, treated as the accounting acquirer. Based on this determination, the Company has allocated the preliminary purchase price to the fair value of WWE’s identifiable assets and liabilities as of the Closing Date, with the excess preliminary purchase price recorded as goodwill. The goodwill was assigned entirely to the WWE segment and is not deductible for tax purposes.

The weighted average life of finite-lived intangible assets acquired is 20.2 years, which consisted of trademarks and trade names with a weighted average life of 25.0 years, customer relationships with a weighted average life of 11.2 years and other intangible assets with a weighted average life of 3.6 years. The following table presents the aggregate amount of expected remaining amortization of intangible assets acquired in the Transactions as of September 30, 2023 (in thousands):

Remainder of 2023

$

68,390

2024

252,034

2025

201,917

2026

196,322

2027

179,479

Thereafter

2,339,920

Total remaining amortization

$

3,238,062

In connection with the Transactions, the Company incurred transaction costs of $67.5 million and $82.5 million for the three and nine months ended September 30, 2023, respectively, which were expensed as incurred and included in selling, general and administrative expenses in the Consolidated Statements of Operations.

Consideration Transferred

The fair value of the consideration transferred in the reverse acquisition was $8,432.1 million, which consisted of 83,161,123 shares of TKO Class A common stock valued at $8,061.8 million, Replacement Awards valued at $49.3 million and $321.0 million of deferred consideration which was paid on September 29, 2023 to former WWE shareholders in the form of a special dividend.

Pursuant to the Transactions, awards of WWE RSUs and PSUs outstanding immediately prior to the completion of the Transactions were converted into awards of TKO RSUs or PSUs, as applicable, on the same terms and conditions as were applicable immediately prior to the Closing Date. The portion of the fair-value-based measure of the Replacement Awards that is attributable to pre-combination vesting is purchase consideration and is valued at approximately $49.3 million.

Preliminary Allocation of Purchase Price

The purchase price is allocated to the underlying WWE assets acquired and liabilities assumed based on their estimated fair values on the Closing Date, with any excess purchase price recorded as goodwill. Goodwill is primarily attributable to the synergies that are expected to arise as a result of the Transactions and other intangible assets that do not qualify for separate recognition. The purchase price allocation shown in the table below reflects preliminary fair value estimates based on management analysis, including preliminary work performed by third-party valuation specialists (in thousands):

Cash and cash equivalents

$

381,153

Accounts receivable

105,237

Other current assets

97,385

Property, buildings and equipment

392,077

Intangible assets

Trademarks and trade names

2,188,500

Customer relationships

935,700

Other

128,300

Goodwill

5,041,414

Finance lease right of use assets

237,360

Operating lease right of use assets

12,690

Investments

12,007

Other assets

25,928

Deferred tax liabilities

(383,980)

Accounts payable and accrued liabilities

(123,858)

Current portion of long-term debt

(16,934)

Deferred revenue

(54,190)

Finance lease liabilities

(240,086)

Operating lease liabilities

(12,696)

Other long-term liabilities

(46)

Additional paid-in-capital (1)

(293,900)

Net assets acquired

$

8,432,061

(1)The additional paid-in-capital amount represents incremental goodwill related to deferred tax liabilities recorded at TKO’s parent company in connection with the acquisition of WWE.

The fair value of the nonredeemable non-controlling interest of $4,528.8 million was calculated as EGH’s 51.9% ownership interest in TKO OpCo’s net assets. TKO OpCo’s net assets differ from TKO combined net assets primarily due to the net deferred tax liabilities for which the non-controlling interest does not have economic rights.

The estimated fair value of assets acquired and liabilities assumed are preliminary and subject to change as purchase price allocations are finalized, which is expected within one year of the Closing Date.

Consolidated Statement of Operations for the period from September 12, 2023 through September 30, 2023

The following supplemental information presents the financial results of WWE operations included in the Consolidated Statement of Operations for the period from September 12, 2023 through September 30, 2023 (in thousands):

Revenue

$

51,538

Net loss

$

(44,980)

Supplemental Pro Forma Financial Information

The following unaudited pro forma results of operations for the three and nine months ended September 30, 2023 and 2022, respectively, as if the Transactions had occurred as of January 1, 2022 (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Pro forma revenue

$

684,732

$

645,339

$

2,004,573

$

1,834,599

Pro forma net income

72,060

86,919

243,224

22,717

The pro forma information includes the historical operating results of Zuffa and WWE prior to the Transactions, with adjustments directly attributable to the business combination. Pro forma adjustments have been made to reflect the adjustment of nonrecurring transaction costs of $269.8 million, of which $187.3 million was incurred by WWE prior to the Transactions. The remaining pro forma adjustments are primarily related to incremental intangible asset amortization to be incurred based on the fair values and useful lives of each identifiable intangible asset, incremental management fees paid by the Company to Endeavor pursuant to a services agreement, dated as of September 12, 2023, by and between EGH and TKO OpCo (the “Services Agreement”), incremental compensation expense for two key executives, including salaries, bonuses and TKO equity awards granted, and incremental equity-based compensation related to the Replacement Awards.
v3.23.3
REVENUE
 9 Months Ended
Sep. 30, 2023
REVENUE [Abstract]  
REVENUE 4. REVENUE

The Company derives its revenue principally from the following sources: (i) media rights and content fees associated with the distribution of content, (ii) ticket sales at live events and site fees, (iii) sponsorship and advertising sales, and (iv) consumer product licensing.

Disaggregated Revenue

The following table presents the Company’s revenue disaggregated by primary revenue sources (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Revenue:

UFC Segment:

Media rights and content

$

266,758

$

235,498

$

702,529

$

621,533

Live events

51,863

39,171

115,658

79,797

Sponsorship

63,781

51,635

147,990

126,895

Consumer products licensing

15,118

14,395

43,258

40,151

Total UFC Segment revenue

397,520

340,699

1,009,435

868,376

WWE Segment:

Media rights and content

37,264

—

37,264

—

Live events

5,338

—

5,338

—

Sponsorship

2,606

—

2,606

—

Consumer products licensing

6,330

—

6,330

—

Total WWE Segment revenue

51,538

—

51,538

—

Total revenue

$

449,058

$

340,699

$

1,060,973

$

868,376

Remaining Performance Obligations

The transaction price related to the Company’s future performance obligations does not include any variable consideration related to sales or usage-based royalties. The variability related to these sales or usage-based royalties will be resolved in the periods when the licensee generates sales related to the intellectual property license. For transaction prices related to these future obligations that may contain material amounts of variable consideration related to quantities in a contract, the Company estimates the quantities each reporting period.

The following table presents the aggregate amount of the transaction price allocated to remaining performance obligations for contracts greater than one year with unsatisfied or partially satisfied performance obligations as of September 30, 2023 (in thousands):

Remainder of 2023

$

465,209

2024

1,840,319

2025

1,574,436

2026

671,679

2027

606,692

Thereafter

892,013

Total remaining performance obligations

$

6,050,348

Revenue from Prior Period Performance Obligations

The Company did not recognize any significant revenue from performance obligations satisfied in prior periods during the three and nine months ended September 30, 2023 and 2022, respectively.

Contract Liabilities (Deferred Revenues)

The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance. The Company’s deferred revenue balance primarily relates to advance payments received related to its content distribution rights agreements, consumer product licensing agreements and sponsorship arrangements, as well as memberships for the Company’s subscription services. Deferred revenue is included in the current liabilities section and in other long-term liabilities in the Consolidated Balance Sheets.

The following table presents the Company’s deferred revenue as of September 30, 2023 and December 31, 2022 (in thousands):

As of

As of

December 31,

Foreign

September 30,

Description

2022

Acquisitions

Additions

Deductions

Exchange

2023

Deferred revenue - current

$

71,624

$

54,190

$

652,231

$

(683,610)

$

38

$

94,473

Deferred revenue - non-current

11,060

—

—

(8,470)

—

2,590
v3.23.3
SUPPLEMENTARY DATA
 9 Months Ended
Sep. 30, 2023
SUPPLEMENTARY DATA [Abstract]  
SUPPLEMENTARY DATA 5. SUPPLEMENTARY DATA

Property, Buildings and Equipment, net

Property, buildings and equipment, net consisted of the following (in thousands):

As of

September 30,

December 31,

2023

2022

Buildings and improvements

$

185,607

$

116,863

Land and land improvements

80,919

50,539

Furniture and fixtures

55,318

47,652

Office, computer and other equipment

59,164

11,641

Construction in progress

257,521

7,053

638,529

233,748

Less: accumulated depreciation

(70,439)

(58,700)

Total Property, buildings and equipment, net

$

568,090

$

175,048

Depreciation expense for property, buildings and equipment totaled $5.1 million and $3.2 million, and $11.9 million and $9.9 million for the three and nine months ended September 30, 2023 and 2022, respectively.

Allowance for Doubtful Accounts

The changes in the allowance for doubtful accounts are as follows (in thousands):

As of

Charged to

As of

December 31,

Costs and

September 30,

2022

Expenses

Deductions

2023

Nine Months Ended September 30, 2023

$

2,355

$

1,724

$

(2,132)

$

1,947

Film and Television Content Costs

The following table presents the Company’s unamortized content costs, which are included as a component of other assets in the Consolidated Balance Sheets (in thousands):

Predominantly Monetized Individually

Predominantly Monetized as a Film Group

As of

As of

September 30,

December 31,

September 30,

December 31,

2023

2022

2023

2022

Licensed and acquired program rights

$

—

$

—

$

21,124

$

20,548

Produced programming:

In release

1,594

—

4,214

5,699

Completed but not released

43

—

—

—

In production

6,038

—

704

557

In development

—

—

—

—

Total film and television costs

$

7,675

$

—

$

26,042

$

26,804

As of September 30, 2023, substantially all of the “completed but not released” content costs that are monetized individually are estimated to be amortized over the next 12 months and approximately 73% of the “in release” content costs monetized individually are estimated to be amortized over the next three years.

As of September 30, 2023, substantially all of the “in release” content costs monetized as a film group are estimated to be amortized over the next three years.

Amortization and impairment of content costs, which are included as a component of direct operating costs in the Consolidated Statement of Operations, consisted of the following (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Content production amortization expense - assets monetized individually

$

1,070

$

—

$

1,070

$

—

Content production amortization expense - assets monetized as a film group

4,197

3,732

12,160

10,589

Content production impairment charges (1)

—

—

—

—

Total amortization and impairment of content costs

$

5,267

$

3,732

$

13,230

$

10,589

(1)Unamortized content costs are evaluated for impairment whenever events or changes in circumstances indicate that the fair value of a film predominantly monetized on its own or a film group may be less than its amortized costs. If conditions indicate a potential impairment, and the estimated future cash flows are not sufficient to recover the unamortized costs, the asset is written down to fair value. In addition, if we determine that content will not likely air, we will expense the remaining unamortized costs.

   

Other current assets

The following is a summary of other current assets (in thousands):

As of

September 30,

December 31,

2023

2022

Prepaid taxes

$

53,537

$

6,727

Prepaid insurance

10,213

1,570

Assets held for sale

7,500

—

Other

45,361

33,981

Total

$

116,611

$

42,278

Accrued Liabilities

The following is a summary of accrued liabilities (in thousands):

As of

September 30,

December 31,

2023

2022

Payroll-related costs

$

81,502

$

27,271

Interest

41,831

35,502

Event and production-related costs

51,619

28,759

Legal and professional fees

25,932

2,915

Accrued capital expenditures

15,324

1,672

Other

28,508

12,070

Total

$

244,716

$

108,189
v3.23.3
GOODWILL AND INTANGIBLE ASSETS
 9 Months Ended
Sep. 30, 2023
GOODWILL AND INTANGIBLE ASSETS [Abstract]  
GOODWILL AND INTANGIBLE ASSETS 6. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in the carrying value of Goodwill are as follows (in thousands):

UFC (1)

WWE

Total

Balance — December 31, 2022

$

2,602,639

$

—

$

2,602,639

Acquisitions (2)

—

5,041,414

5,041,414

Balance — September 30, 2023

$

2,602,639

$

5,041,414

$

7,644,053

(1)Reflects goodwill resulting from the Company’s election to apply pushdown accounting to reflect EGH’s new basis of accounting in the UFC’s assets and liabilities, including goodwill, which occurred during 2016.

(2)Based on preliminary fair values acquired through the business acquisition of WWE. See Note 3, Acquisition of WWE, for further information.

There were no dispositions or impairments to goodwill during the three and nine months ended September 30, 2023 and 2022.

Intangible Assets, net

The following table summarizes information relating to the Company’s identifiable intangible assets as of September 30, 2023 (in thousands):

Weighted Average

Estimated Useful Life

Accumulated

(in years)

Gross Amount

Amortization

Carrying Value

Trademarks and trade names

22.8

$

2,892,126

$

(283,029)

$

2,609,097

Customer relationships

5.6

1,290,210

(350,155)

940,055

Other (1)

3.4

145,689

(14,973)

130,716

Total Intangible assets

$

4,328,025

$

(648,157)

$

3,679,868

(1)Other intangible assets as of September 30, 2023 primarily consisted of talent roster, internally developed software and content library assets acquired through the business combination with WWE in September 2023. See Note 3, Acquisition of WWE, for further information.

The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2022 (in thousands):

Weighted Average

Estimated Useful Life

Accumulated

(in years)

Gross Amount

Amortization

Carrying Value

Trademarks and trade names

18.0

$

703,626

$

(249,085)

$

454,541

Customer relationships

4.5

354,510

(337,379)

17,131

Other (1)

2.9

16,234

(12,141)

4,093

Total Intangible assets

$

1,074,370

$

(598,605)

$

475,765

(1)Other intangible assets as of December 31, 2022 consist of UFC’s internally developed software.

Amortization of intangible assets was $26.2 million and $11.7 million, and $49.6 million and $35.0 million, during the three and nine months ended September 30, 2023 and 2022, respectively, which is recognized within depreciation and amortization in the Consolidated Statements of Operations.
v3.23.3
INVESTMENTS
 9 Months Ended
Sep. 30, 2023
INVESTMENTS [Abstract]  
INVESTMENTS 7. INVESTMENTS

The following is a summary of the Company’s investments (in thousands):

As of

September 30,

December 31,

2023

2022

Equity method investments

$

4,607

$

4,917

Nonmarketable equity investments without readily determinable fair values

$

12,506

$

499

Total investment securities

$

17,113

$

5,416

Equity Method Investments

The Company has an approximately 7% ownership stake in Monkey Spirit, LLC, which owns the IP license to distribute Howler Head branded products and beverages (together, “Howler Head”). In August 2022, the Company received an incremental share of equity in Howler Head as compensation for the same promotional services associated with the initial investment. The value of the equity investment received was determined to be $3.0 million using Level 3 inputs not observable in the market. The incremental investment is an increase in transaction price to the original revenue arrangement and a cumulative catch-up entry of $1.0 million was recorded to revenue, with the remaining $2.0 million recorded to deferred revenue to be recognized ratably over the remainder the term. The Company recognized equity gains of $0.1 million and equity losses of $0.8 million for the three and nine months ended September 30, 2023, respectively, and the investment balance was $3.4 million and $4.2 million as of September 30, 2023 and December 31, 2022, respectively.

The Company recognized equity gains of $0.6 million and $0.5 million for the three and nine months ended September 30, 2023, respectively, from other equity method investments, which had a balance of $1.2 million and $0.7 million as of September 30, 2023 and December 31, 2022, respectively.

Nonmarketable Equity Investments Without Readily Determinable Fair Values

As of September 30, 2023 and December 31, 2022, the Company held various investments in nonmarketable equity instruments of private companies.

The Company did not record any impairment charges on these investments during the three and nine months ended September 30, 2023 and 2022. In addition, there were no observable price change events that were completed during the three and nine months ended September 30, 2023 and 2022.

The fair value measurements of the Company’s equity investments and nonmarketable equity investments without readily determinable fair values are classified within Level 3 as significant unobservable inputs are used as part of the determination of fair value. Significant unobservable inputs may include variables such as near-term prospects of the investees, recent financing activities of the investees, and the investees' capital structure, as well as other economic variables, which reflect assumptions market participants would use in pricing these assets. For equity investments without readily determinable fair values, the Company has elected to use the measurement alternative to fair value that will allow these investments to be recorded at cost, less impairment, and adjusted for subsequent observable price changes.
v3.23.3
DEBT
 9 Months Ended
Sep. 30, 2023
DEBT [Abstract]  
DEBT 8. DEBT

The following is a summary of the Company’s outstanding debt (in thousands):

As of

September 30,

December 31,

2023

2022

First Lien Term Loan (due April 2026)

$

2,736,517

$

2,759,767

Secured Commercial Loans

32,267

33,467

WWE 3.375% Convertible Notes (due December 2023)

4,213

—

Total principal

2,772,997

2,793,234

Unamortized discount

(9,239)

(11,791)

Unamortized debt issuance cost

(17,645)

(22,445)

Total debt

2,746,113

2,758,998

Less: Current portion of long-term debt

(26,650)

(22,683)

Total Long-term debt

$

2,719,463

$

2,736,315

First Lien Term Loan (due April 2026)

As of September 30, 2023 and December 31, 2022, the Company had $2.7 billion and $2.8 billion, respectively, outstanding under a credit agreement dated August 18, 2016 (as amended and/or restated, the “Credit Agreement”), by and among Zuffa Guarantor, LLC, UFC Holdings, LLC, as borrower, the lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent, which was entered into in connection with the acquisition of Zuffa by EGH in 2016. The facilities under the Credit Agreement consist of (i) a first lien secured term loan (the “First Lien Term Loan”) and (ii) a secured revolving credit facility in an aggregate principal amount of $205.0 million, letters of credit in an aggregate face amount not in excess of $40.0 million and swingline loans in an aggregate principal amount not in excess of $15.0 million (collectively, the “Revolving Credit Facility,” and, together with the First Lien Term Loan, the “Credit Facilities”). The Credit Facilities are secured by liens on substantially all of the assets of Zuffa Guarantor, LLC, UFC Holdings, LLC and certain subsidiaries thereof. In April 2023, the Company amended the terms of the Revolving Credit Facility to extend the maturity by six months to October 29, 2024 and replace the adjusted LIBOR reference rate with Term Secured Overnight Financing

Rate (“SOFR”). In June 2023, the Company amended the terms of the First Lien Term Loan to replace the adjusted LIBOR reference rate with SOFR and provide for a credit spread adjustment (as defined in the Credit Agreement).

The financial debt covenant of the Credit Facilities did not apply as of September 30, 2023 and December 31, 2022, as the Company’s borrowings outstanding under the Revolving Credit Facility did not exceed thirty-five percent of its capacity as of such dates.

The Company had $10.0 million and no outstanding letters of credit as of September 30, 2023 and December 31, 2022, respectively.

The Credit Facilities restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company. These restrictions 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 fund certain parent entities, (4) other specific allowable situations and (5) a general restricted payment basket as defined in the Credit Facilities.

The estimated fair values of the Company’s First Lien Term Loan are based on quoted market values for the debt. As of September 30, 2023 and December 31, 2022, the face amount of the Company’s First Lien Term Loan approximates its fair value.

Secured Commercial Loans

As of September 30, 2023 and December 31, 2022, the Company had $32.3 million and $33.5 million, respectively, of secured loans outstanding, which were entered into in October 2018 in order to finance the purchase of a building and its adjacent land (the “Secured Commercial Loans”). The Secured Commercial Loans have identical terms except the $28.0 million Loan Agreement is secured by a deed of trust for the Company’s headquarters building and underlying land in Las Vegas and the $12.0 million Loan Agreement is secured by a deed of trust for the acquired building and its adjacent land, also located in Las Vegas. In May 2023, the Company executed an amendment of the Secured Commercial Loans to replace the LIBOR reference rate with SOFR.

The Secured Commercial Loans contain a financial covenant that requires the Company to maintain a Debt Service Coverage Ratio of consolidated debt to Adjusted EBITDA as defined in the applicable loan agreements of no more than 1.15-to-1 as measured on an annual basis. As of September 30, 2023 and December 31, 2022, the Company was in compliance with its financial debt covenant under the Secured Commercial Loans.

3.375% Convertible Notes (due December 2023)

In connection with the business combination with WWE, the Company assumed the remaining obligations of the 3.375% convertible senior notes issued by WWE in December 2016 and January 2017 (the “Convertible Notes”). The Convertible Notes are due December 15, 2023, unless repurchased by the Company or converted by holders. Interest is payable semi-annually in arrears on June 15 and December 15 of each year.

As a result of the payment made on September 29, 2023 in the form of cash dividends on TKO Class A common stock, in an amount of $3.86 per share, for which the ex-dividend date was September 21, 2023, the applicable conversion rate of the Convertible Notes has been adjusted pursuant to the terms of the Indenture. Effective as of September 21, 2023, upon a conversion of the Convertible Notes, the Company will deliver shares of TKO Class A common stock at an adjusted conversion rate of approximately 41.6766 shares of TKO Class A common stock per $1,000 principal amount of the Convertible Notes, which corresponds to a conversion price of approximately $23.99 per share of TKO Class A common stock as of September 30, 2023.

During the three months ended September 30, 2023, holders have converted less than $0.1 million aggregate principal amount of the outstanding Convertible Notes (the “Conversions”). In accordance with the terms of the Convertible Notes, the Company delivered 1,123 shares of TKO Class A common stock associated with the Conversions during the three months ended September 30, 2023.

As of September 30, 2023, the remaining outstanding principal balance of the Convertible Notes was approximately $4.2 million. The Convertible Notes are reflected in current liabilities on the Company’s Consolidated Balance Sheet, as they mature on December 15, 2023 and are currently convertible at the option of the holders.

In connection with the Transactions, as discussed in Note 3, Acquisition of WWE, the Convertible Notes were marked to fair value as of September 12, 2023. After September 12, 2023, the premium associated with the acquisition date fair value is included as a component of additional paid-in-capital on the Company’s Consolidated Balance Sheets. As of September 30, 2023, the fair value of the

Company’s outstanding convertible debt was $16.8 million based on external pricing data, including quoted market prices of these instruments among other factors, and was classified as a Level 2 measurement within the fair value hierarchy.
v3.23.3
FINANCIAL INSTRUMENTS
 9 Months Ended
Sep. 30, 2023
FINANCIAL INSTRUMENTS [Abstract]  
FINANCIAL INSTRUMENTS 9. FINANCIAL INSTRUMENTS

In October 2018, in connection with the Secured Commercial Loans, the Company entered into a swap for $40.0 million notional effective November 1, 2018 with a termination date of November 1, 2028. The swap required the Company to pay a fixed rate of 4.99% and receive the total of LIBOR + 1.62%, which totaled 3.97% as of December 31, 2018. The Company entered into this swap to hedge certain of its interest rate risks on its variable rate debt. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. The Company has designated the interest rate swap as a cash flow hedge, and all changes in fair value are recognized in other comprehensive income until the hedged interest payments affect earnings.

In May 2023, the Company amended its Secured Commercial Loans and associated interest rate swap to replace the LIBOR reference rate with Term SOFR. The swap requires the Company to pay a fixed rate of 4.99% and receive the total of SOFR + 1.70%, which totaled 7.02% as of September 30, 2023.

Prior to the May 2023 amendment the fair value of the swap was based on commonly quoted monthly LIBOR rates. Subsequent to this amendment, the fair value of the swap is based on commonly quoted monthly Term SOFR rates. Both the LIBOR and Term SOFR reference rates are considered observable inputs representing a Level 2 measurement within the fair value hierarchy. The fair value of the swap was $1.4 million and $0.6 million as of September 30, 2023 and December 31, 2022, respectively, and was included in other assets in the Consolidated Balance Sheets. The total change in fair value of the swap’s asset position included in accumulated other comprehensive income was an increase of $0.6 million and $1.7 million, and $0.8 million and $5.0 million for the three and nine months ended September 30, 2023 and 2022, respectively. The Company reclassified less than $0.1 million and $0.2 million during the three and nine months ended September 30, 2023 and 2022, respectively, representing the amortization of the cash flow hedge fair value to net income.
v3.23.3
LEASES
 9 Months Ended
Sep. 30, 2023
LEASES [Abstract]  
LEASES 10. LEASES

As of September 30, 2023, the Company’s lease portfolio consisted of operating and finance real estate leases for its sales offices, performance institutes, warehouses and corporate related facilities. In addition, the Company has various live event production service arrangements that contain operating and finance equipment leases. The Company’s real estate leases have remaining lease terms of approximately one year to 27 years, some of which include options to extend the leases. The Company’s equipment leases, which are included as part of various operating service arrangements, generally have remaining lease terms of approximately one year to seven years. Generally, no covenants are imposed by the Company’s lease agreements.

Quantitative Disclosures Related to Leases

The following table provides quantitative disclosure about the Company’s operating and finance leases for the periods presented (dollars in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Lease costs

Finance lease costs:

Amortization of right-of-use assets

$

842

$

—

$

842

$

—

Interest on lease liabilities

1,072

—

1,072

—

Operating lease costs

1,189

256

2,945

1,717

Other short-term and variable lease costs

260

(354)

447

(244)

Total lease costs

$

3,363

$

(98)

$

5,306

$

1,473

Other information

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from finance leases

$

—

$

—

$

—

$

—

Operating cash flows from operating leases

$

712

$

114

$

2,038

$

1,458

Finance cash flows from finance leases

$

—

$

—

$

—

$

—

Right-of-use assets obtained in exchange for new finance
‎lease liabilities (1)

$

237,360

$

—

$

237,360

$

—

Right-of-use assets obtained in exchange for new operating
‎lease liabilities (1)

$

14,294

$

2,009

$

14,294

$

2,966

As of

September 30,

December 31,

2023

2022

Weighted-average remaining lease term (in years) - finance leases

25.1

N/A

Weighted-average remaining lease term (in years) - operating leases

9.1

10.9

Weighted-average discount rate - finance leases

8.8%

N/A

Weighted-average discount rate - operating leases

6.8%

6.3%

(1)The amounts for the three and nine months ended September 30, 2023 are primarily related to the assets acquired from WWE as discussed in Note 3, Acquisition of WWE.

  

Maturity of lease liabilities as of September 30, 2023 were as follows (in thousands):

Operating

Finance

Leases

Leases

2023

$

2,229

$

6,934

2024

7,052

27,554

2025

6,275

24,412

2026

6,067

24,773

2027

5,737

20,600

Thereafter

24,343

519,683

Total future minimum lease payment

51,703

623,956

Less: imputed interest

(14,989)

(384,483)

Present value of future minimum lease payments

$

36,714

$

239,473
v3.23.3
STOCKHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2023
STOCKHOLDERS' EQUITY [Abstract]  
STOCKHOLDERS’ EQUITY 11. STOCKHOLDERS’ EQUITY

Amendment and Restatement of Certificate of Incorporation

On September 12, 2023, the Company amended and restated its certificate of incorporation to, among other things, provide for the (a) authorization of 5,000,000,000 shares of Class A common stock with a par value of $0.00001 per share, (b) authorization of 5,000,000,000 shares of Class B common stock with a par value of $0.00001 per share, (c) authorization of 1,000,000,000 shares of preferred stock with a par value of $0.00001 per share, and (d) establishment of a board of directors consisting of 11 members, each of which will serve for one-year terms.

Holders of TKO Class A common stock and holders of TKO Class B common stock are entitled to one vote per share on all matters on which shareholders generally are entitled to vote and, except as otherwise required, will vote together as a single class. Holders of TKO Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the affairs of the Company.

On September 12, 2023, the Company issued 83,161,123 shares of TKO Class A common stock to the historic WWE stockholders and 89,616,891 shares of TKO Class B common stock to EGH and certain of its subsidiaries.
v3.23.3
NON-CONTROLLING INTERESTS
 9 Months Ended
Sep. 30, 2023
NON-CONTROLLING INTERESTS [Abstract]  
NON-CONTROLLING INTERESTS 12. NON-CONTROLLING INTERESTS

Nonredeemable Non-Controlling Interest in TKO OpCo

In connection with the business acquisition of WWE described in Note 3, Acquisition of WWE, on September 12, 2023, the Company became the sole managing member of TKO OpCo and, as a result, consolidates the financial results of TKO OpCo. The Company reports a non-controlling interest representing the economic interest in TKO OpCo held by the other members of TKO OpCo. TKO OpCo’s operating agreement provides that holders of membership interests in TKO OpCo (“Common Units”) may, from time to time, require TKO OpCo to redeem all or a portion of their Common Units (and an equal number of shares of TKO Class B common stock) for cash or, at the Company’s option, for shares of TKO Class A common stock on a one-for-one basis. In connection with any redemption or exchange, the Company will receive a corresponding number of Common Units, increasing the total ownership interest in TKO OpCo. Changes in the ownership interest in TKO OpCo while the Company retains its controlling interest in TKO OpCo will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Common Units in TKO OpCo by the other members of TKO OpCo will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

Redeemable Non-Controlling Interest in the UFC

In July 2018, the Company received an investment of $9.7 million by third parties (the “Russia Co-Investors”) in a newly formed subsidiary of the Company (the “Russia Subsidiary”) that was formed to expand the Company’s existing UFC business in Russia and certain other countries in the Commonwealth of Independent States. The terms of this investment provide the Russia Co-Investors with a put option to sell their ownership in the Russia Subsidiary five years and six months after the consummation of the investment. The purchase price of the put option is the greater of the total investment amount, defined as the Russia Co-Investors’ cash contributions less cash distributions, or fair value. As of September 30, 2023 and December 31, 2022, the estimated redemption value was $9.9 million and $9.7 million, respectively.

The changes in carrying value of the redeemable non-controlling interest for the nine months ended September 30, 2023 were as follows (in thousands):

Balance — December 31, 2022

$

9,908

Net income attributable to non-controlling interest holders

1,203

Accretion

—

Balance — September 30, 2023

$

11,111

The changes in carrying value of the redeemable non-controlling interest for the nine months ended September 30, 2022 were as follows (in thousands):

Balance – December 31, 2021

$

9,700

Net income attributable to non-controlling interest holders

1,638

Accretion

(1,539)

Balance – September 30, 2022

$

9,799
v3.23.3
EQUITY-BASED COMPENSATION
 9 Months Ended
Sep. 30, 2023
EQUITY-BASED COMPENSATION [Abstract]  
EQUITY-BASED COMPENSATION 13. EQUITY-BASED COMPENSATION

In connection with the initial public offering of EGH, EGH’s board of directors adopted the Endeavor Group Holdings, Inc. 2021 Incentive Award Plan, which became effective April 28, 2021 and was amended and restated effective April 24, 2023 (the “EGH 2021 Plan”). Under the EGH 2021 Plan, EGH granted stock options and RSUs to certain employees and service providers of TKO OpCo.

In addition to the Replacement Awards described in Note 2, Summary of Significant Accounting Policies, the Company’s Board of Directors approved and adopted the TKO Group Holdings, Inc. 2023 Incentive Award Plan (the “TKO 2023 Plan”) on September 12, 2023. A total of 10,000,000 shares of TKO Class A common stock have been authorized for issuance under the TKO 2023 Plan. The TKO 2023 Plan provides for the grant of incentive or non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock or cash based awards and dividend equivalents. Awards may be granted under the TKO 2023 Plan to directors, officers, employees, consultants, advisors and independent contractors of the Company and its affiliates (including TKO OpCo and its subsidiaries).

Equity-based compensation expense, which is included within selling, general and administrative expenses on the Company’s Consolidated Statements of Operations, consisted of the following (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

EGH 2021 Plan

$

4,242

$

5,603

$

15,826

$

18,146

Replacement Awards under WWE 2016 Plan

19,381

—

19,381

—

TKO 2023 Plan

935

—

935

—

Equity-based compensation expense

$

24,558

$

5,603

$

36,142

$

18,146

EGH 2021 Plan

The terms of each award, including vesting and forfeiture, are determined by the administrator of the EGH 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two- to five-year period; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both.

The following table summarizes the RSU award activity under the EGH 2021 Plan for the nine months ended September 30, 2023:

Time Vested RSUs

Market / Market and Time
‎Vested RSUs

Units

Weighted-

Average

Grant-Date

Fair Value

Units

Weighted-

Average

Grant-Date

Fair Value

Outstanding at January 1, 2023

604,875

$

29.57

5,115

$

24.65

Granted

303,609

$

21.77

—

$

—

Released

(297,131)

$

29.54

—

$

—

Forfeited

(9,209)

$

21.73

—

$

—

Outstanding at September 30, 2023

602,144

$

25.77

5,115

$

24.65

Vested and releasable at September 30, 2023

—

$

—

—

$

—

The following table summarizes the stock option award activity under the EGH 2021 Plan for the nine months ended September 30, 2023:

Stock Options

Units

Weighted-Average
‎Exercise Price

Outstanding at January 1, 2023

286,836

$

26.04

Granted

—

$

—

Exercised

—

$

—

Forfeited or expired

—

$

—

Outstanding at September 30, 2023

286,836

$

26.04

Vested and exercisable at September 30, 2023

162,452

$

25.20

Replacement Awards

Prior to the Transactions, the terms of each WWE award, including vesting and forfeiture, were determined by the administrator of WWE’s 2016 Omnibus Incentive Plan (the “WWE 2016 Plan”). There have been no changes to the terms of these awards as of September 30, 2023 other than with respect to the shares underlying the awards as described in Note 2, Summary of Significant Accounting Policies. Key grant terms include one or more of the following: (a) time-based vesting over a one- to five-year period; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both.

The following table summarizes the RSU award activity under the WWE 2016 Plan for the nine months ended September 30, 2023:

Time Vested RSUs

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Outstanding at January 1, 2023

—

$

—

Granted

—

$

—

Assumed from WWE

1,011,215

$

100.65

Vested

—

$

—

Forfeited

—

$

—

Dividend equivalents

46,438

$

100.65

Outstanding at September 30, 2023

1,057,653

$

—

Vested and releasable at September 30, 2023

53,715

$

100.65

The following table summarizes the PSU award activity under the WWE 2016 Plan for the nine months ended September 30, 2023:

Time Vested PSUs

Market / Market and Time
‎Vested PSUs

Units

Weighted-

Average

Grant-Date

Fair Value

Units

Weighted-

Average

Grant-Date

Fair Value

Outstanding at January 1, 2023

—

$

—

—

$

—

Granted

—

$

—

—

$

—

Assumed from WWE

641,190

$

100.65

20,460

$

100.65

Vested

—

$

—

—

$

—

Forfeited

—

$

—

—

$

—

Dividend equivalents

12,988

$

100.65

—

$

—

Outstanding at September 30, 2023

654,178

$

92.31

20,460

$

100.65

Vested and releasable at September 30, 2023

21,764

$

100.65

—

$

—

TKO 2023 Plan

The terms of each award, including vesting and forfeiture, are determined by the administrator of the TKO 2023 Plan. Key grant terms include time-based vesting over a six-month to four-year period.

The following table summarizes the RSU award activity under the TKO 2023 Plan for the nine months ended September 30, 2023:

Time Vested RSUs

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Outstanding at January 1, 2023

—

$

—

Granted

459,415

$

103.05

Vested

—

$

—

Forfeited

—

$

—

Dividend equivalents

—

$

—

Outstanding at September 30, 2023

459,415

$

103.05
v3.23.3
EARNINGS PER SHARE
 9 Months Ended
Sep. 30, 2023
EARNINGS PER SHARE [Abstract]  
EARNINGS PER SHARE 14. EARNINGS PER SHARE

Basic earnings per share is calculated utilizing net loss available to common stockholders of the Company from September 12, 2023 through September 30, 2023, divided by the weighted average number of shares of TKO Class A common stock outstanding during the same period. The Company’s outstanding equity-based compensation awards under its equity-based compensation arrangements (refer to Note 13, Equity-based Compensation) as well as the underlying shares associated with its Convertible Notes (refer to Note 8, Debt) were anti-dilutive during the period.

The following tables presents the computation of net loss per share and weighted average number of shares of the Company’s common stock outstanding for the period presented (dollars in thousands, except per share data):

Period From

September 12 -

September 30, 2023

Basic and diluted net loss per share

Numerator

Net loss attributable to TKO Group Holdings, Inc.

$

(21,886)

Denominator

Weighted average Class A Common Shares outstanding - Basic

83,161,406

Basic and diluted net loss per share

$

(0.26)

Securities that are anti-dilutive this period

Stock options

286,836

Unvested RSUs

2,124,327

Unvested PSUs

674,638

Shares outstanding under Convertible Notes

175,584

TKO Class B Common Shares

89,616,891
v3.23.3
INCOME TAXES
 9 Months Ended
Sep. 30, 2023
INCOME TAXES [Abstract]  
INCOME TAXES 15. INCOME TAXES

TKO was incorporated as a Delaware corporation in March 2023. As the sole managing member of TKO OpCo, TKO operates and controls all the business and affairs of UFC and WWE. TKO is subject to corporate income taxes on its share of taxable income of TKO OpCo. TKO OpCo is treated as a partnership for U.S. federal income tax purposes and is therefore generally not subject to U.S. corporate income tax, other than entity-level income taxes in certain U.S. state and local jurisdictions. TKO OpCo’s foreign subsidiaries are subject to entity-level taxes, and TKO OpCo’s U.S. subsidiaries are subject to foreign withholding taxes on sales in certain foreign jurisdictions which are included as a component of foreign current taxes.

As discussed in Note 3, Acquisition of WWE, the Transactions are accounted for as a reverse acquisition of WWE using the acquisition method of accounting in accordance with ASC 805. As a result, TKO recorded a fair value step-up on the acquired WWE net assets in the amount of $3.3 billion and deferred tax liabilities in the amount of $384.0 million, all of which was recorded through goodwill as of the Closing Date.

In accordance with ASC 740, each interim period is considered integral to the annual period and tax expense is generally determined using an estimate of the annual effective income tax rate ("AETR"). Income tax expense each quarter is computed using the estimated AETR to provide for income taxes on a current year-to-date basis, adjusted for discrete items, if any, that arise in the relevant period. In accordance with the authoritative guidance for accounting for income taxes in interim periods, the Company computed its income tax provision for the three and nine months ended September 30, 2023 and 2022, respectively, based upon the estimated AETR.

The provision for income taxes for the three months ended September 30, 2023 and 2022 is $11.2 million and $5.0 million, respectively, based on pretax income of $32.5 million and $134.7 million, respectively. The effective tax rate is 34.5% and 3.8% for the three months ended September 30, 2023 and 2022, respectively. The provision for income taxes for the nine months ended September 30, 2023 and 2022 is $17.7 million and $12.5 million, respectively, based on pretax income of $209.8 million and $333.0 million, respectively. The effective tax rate is 8.4% and 3.8% for the nine months ended September 30, 2023 and 2022, respectively. The increase in the provision for income taxes for the three and nine months ended September 30, 2023 when compared to the same periods in 2022 is primarily due to the new corporate structure as a result of the Transactions.

The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to partnership income not subject to income tax and withholding taxes in foreign jurisdictions that are not based on net income.

As of September 30, 2023 and December 31, 2022, the Company had unrecognized tax benefits of $1.4 million and $0.9 million, respectively, for which the Company is unable to make a reasonable and reliable estimate of the period in which these liabilities will be settled with the respective tax authorities.

The Company records valuation allowances against its net deferred tax assets when it is more likely than not that all, or a portion, of a deferred tax asset will not be realized. The Company evaluates the realizability of its deferred tax assets by assessing the likelihood that its deferred tax assets will be recovered based on all available positive and negative evidence, including historical results, reversals of deferred tax liabilities, estimates of future taxable income, tax planning strategies and results of operations. As of September 30, 2023, a valuation allowance of $15.6 million is reflected for the expected partial realizability of deferred tax assets related to foreign tax credits and the full non-realizability of deferred tax assets related to Australia net operating losses.

Other Matters

On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 ("IRA"). The IRA, in addition to other provisions, creates a 15% corporate alternative minimum tax ("CAMT") on adjusted financial statement income for applicable corporations. The CAMT is effective for tax years beginning after December 31, 2022. The IRA did not have a material impact on the Company’s consolidated financial statements.

In December 2022, the Organization for Economic Co-operation and Development ("OECD") proposed Global Anti-Base Erosion Rules, which provides for changes to numerous long-standing tax principles including the adoption of a global minimum tax rate of 15% for multinational enterprises ("GloBE rules"). While various jurisdictions are in the process of enacting legislation to adopt GloBE rules, South Korea, Japan and the United Kingdom are among the larger jurisdictions that have enacted such legislation as of September 30, 2023. Other countries are expected to adopt GloBE rules in 2023 with effective dates beginning in 2024. Changes in tax laws in the various countries in which the Company operates can negatively impact the Company's results of operations and financial position in future periods. The Company will continue to monitor legislative and regulatory developments in this area.
v3.23.3
RESTRUCTURING CHARGES
 9 Months Ended
Sep. 30, 2023
RESTRUCTURING CHARGES [Abstract]  
RESTRUCTURING CHARGES 16. RESTRUCTURING CHARGES

During the three months ended September 30, 2023, the Company implemented an ongoing cost reduction program, primarily related to realizing synergy opportunities and integrating the combined operations of WWE and UFC, which resulted in the recording of termination benefits for a workforce reduction of certain employees and independent contractors in the WWE segment and Corporate. As a result, the Company recorded restructuring charges of $31.6 million for the three and nine months ended September 30, 2023, inclusive of $16.5 million of equity-based compensation expenses, which are accrued in accrued liabilities and additional paid-in-capital on the Consolidated Balance Sheets, respectively.

Changes in the Company’s restructuring liability through September 30, 2023 were as follows (in thousands):

Balance — December 31, 2022

$

—

Restructuring charges (excluding share-based compensation expense)

15,084

Payments

(925)

Balance — September 30, 2023

$

14,159
v3.23.3
CONTENT PRODUCTION INCENTIVES
 9 Months Ended
Sep. 30, 2023
CONTENT PRODUCTION INCENTIVES [Abstract]  
CONTENT PRODUCTION INCENTIVES 17. CONTENT PRODUCTION INCENTIVES

The Company has access to various governmental programs that are designed to promote content production within the United States of America and certain international jurisdictions. These programs primarily consist of nonrefundable tax credits issued by a jurisdiction on an annual basis for qualifying expenses incurred during the year in the production of certain entertainment content created in whole or in part within the jurisdiction.

During the three and nine months ended September 30, 2023, the Company recorded content production incentives of $13.1 million related to qualifying content production activities. These incentives are recorded as an offset to production expenses within direct operating costs on the Company’s Consolidated Statements of Operations. The Company did not record any content production incentives during the three and nine months ended September 30, 2022.
v3.23.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2023
COMMITMENTS AND CONTINGENCIES [Abstract]  
COMMITMENTS AND CONTINGENCIES 18. COMMITMENTS AND CONTINGENCIES

The Company’s future commitments related to its operating and finance leases are separately disclosed in Note 10, Leases.

The Company is involved in legal proceedings, claims and governmental investigations arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include contract, employment, tax and intellectual property matters. The Company evaluates all cases and records liabilities for losses from legal proceedings when the Company determines that it is probable that the outcome will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. While any outcome related to litigation or such governmental proceedings cannot be predicted with certainty, management believes that the outcome of these matters, except as otherwise may be discussed below, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

UFC Legal Proceedings

Zuffa has five related class-action lawsuits filed against it in the United States District Court for the Northern District of California between December 2014 and March 2015 by a total of eleven former UFC fighters. The complaints in the five lawsuits are substantially identical. Each alleges that Zuffa violated Section 2 of the Sherman Act by monopolizing the alleged market for the promotion of elite professional MMA bouts and monopsonizing the alleged market for elite professional MMA fighters’ services. Plaintiffs claim that Zuffa’s alleged conduct injured them by artificially depressing the compensation they received for their services and their intellectual property rights, and they seek treble damages under the antitrust laws, as well as attorneys’ fees and costs, and injunctive relief. On December 14, 2020, the court orally indicated its intention to grant plaintiffs’ motion to certify a Bout Class (comprised of fighters who participated in bouts from December 16, 2010 to September 30, 2017) and to deny plaintiffs’ motion to certify the Identity Class (a purported class based upon the alleged expropriation and exploitation of fighter identities). On August 9, 2023, the Court issued a written order confirming this ruling. The Company filed a petition with the Ninth Circuit seeking to appeal this ruling under Rule 23(f) of the

Federal Rules of Civil Procedure. The Ninth Circuit denied the appeal on November 1, 2023. The Court has set a trial date of April 8, 2024 for this case. On June 23, 2021, plaintiffs’ lawyers filed a new case against Zuffa and EGH alleging substantially similar claims but providing for a class period from July 1, 2017 to present; discovery has opened in this case after being stayed since the case was filed. The Company believes that the claims alleged lack merit and intends to defend itself vigorously against them.

WWE Legal Proceedings

On January 11, 2022, a complaint was filed against WWE by MLW Media LLC (“MLW”), captioned MLW Media LLC v. World Wrestling Entertainment, Inc., No. 5:22-cv-00179-EJD (N.D. Cal.), alleging that WWE interfered with MLW’s contractual relationship with Tubi, a streaming service owned by Fox Corp., and MLW’s prospective economic advantage with respect to its relationship with VICE TV, and engaged in unfair business practices in violation of the Sherman Antitrust Act and California law, including cutting off competitors’ access to licensing opportunities, interfering with contracts, poaching talent, and eliminating price competition. On February 13, 2023, the court dismissed all of MLW’s claims, allowing MLW leave to amend. On March 6, 2023, MLW filed its first amended complaint. On April 7, 2023, WWE moved to dismiss all claims asserted in the first amended complaint, which was denied by the court on June 15, 2023. WWE filed its answer to the amended complaint on August 14, 2023 and the court lifted its stay on discovery. On August 25, 2023, MLW moved to strike WWE’s affirmative defenses. WWE opposed that motion on September 8, 2023, and requested leave to amend its answer. On October 31, 2023, the Court granted WWE’s request for leave to amend and terminated MLW’s motion to strike as moot. The Company believes that the claims alleged lack merit and intends to defend itself vigorously against them.

As announced in June 2022, a Special Committee of independent members of WWE’s board of directors (the “Special Committee”) was formed to investigate alleged misconduct by WWE’s then-Chief Executive Officer, Vincent K. McMahon. Mr. McMahon initially resigned from all positions held with WWE on July 22, 2022 but remained a stockholder with a controlling interest and served as Executive Chairman of WWE’s board of directors from January 9, 2023 through September 12, 2023, at which time Mr. McMahon became Executive Chairman of the Board of Directors of the Company. Although the Special Committee investigation is complete, WWE has received, and may receive in the future, regulatory, investigative and enforcement inquiries, subpoenas, demands and/or other claims and complaints arising from, related to, or in connection with these matters.

Additional information with respect to this Note 18 may be found in Part II, Item 1, Legal Proceedings. In addition to the foregoing, from time to time we become a party to other lawsuits and claims. By its nature, the outcome of litigation is not known, but the Company does not currently expect this litigation to have a material adverse effect on our financial condition, results of operations or liquidity.
v3.23.3
SEGMENT INFORMATION
 9 Months Ended
Sep. 30, 2023
SEGMENT INFORMATION [Abstract]  
SEGMENT INFORMATION 19. SEGMENT INFORMATION

Subsequent to the acquisition of WWE and effective September 12, 2023, the Company identified two reportable segments: UFC and WWE, to align with how the Company’s chief operating decision maker (the “CODM”), the Chief Executive Officer, manages the businesses, evaluates financial results, and makes key operating decisions. The UFC segment consists entirely of the operations of the Company’s UFC business which was the sole reportable segment prior to the acquisition of WWE, while the WWE segment consists entirely of the operations of the WWE business acquired on September 12, 2023.

The Company also reports the results for the “Corporate” group. The Corporate group reflects operations not allocated to the UFC or WWE segments and primarily consists of general and administrative expenses. These expenses relate largely to corporate activities, including information technology, facilities, legal, human resources, finance, accounting, treasury, investor relations, corporate communications, community relations and compensation to TKO’s management and board of directors, which support both reportable segments. Corporate expenses also include management fees paid by the Company to Endeavor under the Services Agreement.

All prior period amounts related to the segment change have been retrospectively reclassified to conform to the new presentation.

The profitability measure employed by the Company’s CODM for allocating resources and assessing operating performance is Adjusted EBITDA. The Company defines Adjusted EBITDA as net income, excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger and acquisition costs, certain legal costs, restructuring, severance and impairment charges, and certain other items when applicable. Adjusted EBITDA includes depreciation and amortization expenses directly related to supporting the operations of the Company’s segments, including content production asset amortization, as well as amortization of right-of-use assets related to finance leases of equipment used to produce and broadcast live events. The Company believes the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view the Company’s segment performance in the

same manner as the Company’s CODM to evaluate segment performance and make decisions about allocating resources. Additionally, the Company believes that Adjusted EBITDA is a primary measure used by media investors, analysts and peers for comparative purposes.

The Company does not disclose assets by segment information. The Company does not provide assets by segment information to the Company’s CODM, as that information is not typically used in the determination of resource allocation and assessing business performance of each reportable segment. A significant portion of the Company’s assets following the Transactions represent goodwill and intangible assets arising from the Transactions.

The following tables present summarized financial information for each of the Company’s reportable segments (in thousands):

Revenue

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

UFC

$

397,520

$

340,699

$

1,009,435

$

868,376

WWE

51,538

—

51,538

—

Total consolidated revenue

$

449,058

$

340,699

$

1,060,973

$

868,376

Reconciliation of segment profitability

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

UFC

$

238,339

$

204,483

$

612,796

$

526,463

WWE

21,977

—

21,977

—

Corporate

(20,605)

(14,026)

(48,896)

(38,493)

Total Adjusted EBITDA

239,711

190,457

585,877

487,970

Reconciling items:

Equity (earnings) losses of affiliates

(671)

—

309

—

Interest expense, net

(60,636)

(35,319)

(172,439)

(90,767)

Depreciation and amortization

(31,698)

(14,947)

(61,900)

(44,945)

Equity-based compensation expense

(24,558)

(5,603)

(36,142)

(18,146)

Merger and acquisition costs

(67,579)

—

(82,514)

—

Certain legal costs

(6,286)

(273)

(6,774)

(622)

Restructuring, severance and impairment

(15,084)

—

(15,084)

—

Other adjustments

(694)

402

(1,545)

(460)

Income before income taxes and equity (earnings) losses of affiliates

$

32,505

$

134,717

$

209,788

$

333,030
v3.23.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2023
RELATED PARTY TRANSACTIONS [Abstract]  
RELATED PARTY TRANSACTIONS 20. RELATED PARTY TRANSACTIONS

EGH and its subsidiaries

EGH and its subsidiaries (collectively, the “Group”), who collectively own approximately 51% of the voting interest in TKO as described in Note 1, Description of Business, provide various services to the Company and, upon consummation of the Transactions, such services are provided pursuant to the Services Agreement. Revenue and expenses associated with such services are as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Event and other licensing revenues earned from the Group

$

4,667

$

2,991

$

11,122

$

6,795

Expenses incurred with the Group included in direct operating costs (1)

7,580

6,756

15,884

13,822

Expenses incurred with the Group included in selling, general and administrative expenses (2)

6,977

6,350

19,729

19,024

Net expense resulting from Group transactions included within net income (loss)

$

(9,890)

$

(10,115)

$

(24,491)

$

(26,051)

(1)These expenses primarily consist of production and consulting services as well as commissions paid to the Group.

(2)These expenses primarily consist of management fees paid to the Group. The Company believes that these management fees are a reasonable allocation of costs related to representation, executive leadership, back-office and corporate functions and other services provided by the Group.

Outstanding amounts due to and from the Group were as follows (in thousands):

As of

September 30,

December 31,

Classification

2023

2022

Amounts due from the Group

Accounts receivable

$

285

$

—

Other current assets

4,031

23,838

Amounts due to the Group

Accrued liabilities

(163)

—

Other current liabilities

(3,101)

(7,631)

The Company also reimburses the Group for third party costs they incur on the Company’s behalf. The Company reimbursed $9.3 million and $2.9 million of such costs during the nine months ended September 30, 2023 and 2022, respectively.

Vincent McMahon

Vincent K. McMahon, who serves as Executive Chairman of the Company’s Board of Directors, controls a significant portion of the voting power of the issued and outstanding shares of the Company’s common stock.

Mr. McMahon has agreed to make future payments to certain counterparties personally. In accordance with the SEC’s Staff Accounting Bulletin Topic 5T, Miscellaneous Accounting, Accounting for Expenses or Liabilities Paid by Principal Stockholders (“Topic 5T”), the Company concluded that these amounts should be recognized by the Company as expenses in the period in which they become probable and estimable. In connection with the acquisition of WWE, the Company assumed $3.5 million of liabilities related to future payments owed by Mr. McMahon to certain counterparties.

Additionally, during the period of September 12, 2023 through September 30, 2023, future payments of $3.5 million became probable and estimable, including consideration of events that occurred subsequent to September 30, 2023. These costs are included within selling, general and administrative expenses in our Consolidated Statements of Operations. As of September 30, 2023, total liabilities of $7.0 million are included within accrued expenses in our Consolidated Balance Sheets related to future payments owed by Mr. McMahon to certain counterparties.

In connection with and/or arising from the investigation conducted by a Special Committee of the former WWE board of directors, Mr. McMahon has agreed to reimburse the Company for additional costs incurred in connection with and/or arising from the same matters.
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]  
Basis of Presentation Basis of Presentation

The accompanying interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting interim financial information and should be read in conjunction with the Company’s consolidated financial statements and accompanying footnotes for the year ended December 31, 2022 in the Company’s prospectus dated August 22, 2023, filed with the SEC on August 22, 2023 pursuant to Rule 424(b) of the Securities Act of 1933 (the “Prospectus”). Certain information and note disclosures normally included in the annual financial statements have been condensed or omitted from these interim financial statements. The interim consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited; however, in the opinion of management, such interim consolidated financial statements reflect all adjustments, consisting solely of normal and recurring adjustments, necessary for a fair statement of its financial position, results of operations and cash flows for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. All intercompany balances are eliminated in consolidation.

TKO is the sole managing member of TKO OpCo and maintains a controlling voting interest in TKO OpCo. As a result, the Company consolidates the financial results of TKO OpCo and reports a non-controlling interest representing the economic interest in TKO OpCo held by the other members of TKO OpCo. As of September 30, 2023, the Company owned 48.1% of TKO OpCo.
Use of Estimates Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying disclosures.

Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, the allowance for doubtful accounts, content cost amortization and impairment, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Company’s reporting units and the assessment of goodwill, other intangible

assets and long-lived assets for impairment, determination of useful lives of intangible assets and long-lived assets acquired, the fair value of equity-based compensation, leases, income taxes and contingencies.

Management evaluates these estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management's best judgment at a point in time and as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company's control could be material and would be reflected in the Company's consolidated financial statements in future periods.
Equity-Based Compensation Equity-Based Compensation

Incentive Awards

Equity-based compensation is accounted for in accordance with ASC Topic 718-10, Compensation-Stock Compensation. The Company records compensation costs related to its incentive awards. Equity-based compensation cost is measured at the grant date based on the fair value of the award. Compensation cost for time-based awards is recognized ratably over the applicable vesting period with forfeitures recognized as they occur. Compensation cost for performance-based awards with a performance condition is reassessed each period and recognized based upon the probability that the performance conditions will be achieved. See Note 13, Equity-Based Compensation, for further discussion of the Company’s equity-based compensation.

Replacement Awards

Pursuant to the Transaction Agreement, the Company converted each WWE equity award of restricted stock units (“RSUs”) and performance stock units (“PSUs”) held by WWE directors, officers and employees into TKO RSUs and PSUs of equal value and vesting conditions (with such performance-vesting conditions equitably adjusted), respectively (the “Replacement Awards”). The value of the Replacement Awards was determined using the closing price of WWE Class A common stock, par value $0.01 per share (“WWE Class A common stock”), on the day immediately preceding the closing of the Transactions. The portion of the Replacement Awards issued in connection with the Transactions that was associated with services rendered prior to the date of the Transactions was included in the total consideration transferred.

With regards to the remaining unvested portion of the Replacement Awards, equity-based compensation costs of RSUs are recognized over the total remaining service period on a straight-line basis with forfeitures recognized as they occur. RSUs have a service requirement and generally vest in equal annual installments over a three-year period. Unvested RSUs accrue dividend equivalents at the same rate as are paid on shares of TKO Class A common stock, par value $0.00001 per share (the “TKO Class A common stock”). The dividend equivalents are subject to the same vesting schedule as the underlying RSUs.

PSUs, which are subject to certain performance conditions and have a service requirement, generally vest in equal installments over a three-year period. Until such time as the performance conditions are met, stock compensation costs associated with these PSUs are re-measured each reporting period based upon the fair market value of the Company’s common stock and the estimated performance attainment on the reporting date. The ultimate number of PSUs that are issued to an employee is the result of the actual performance of the Company at the end of the performance period compared to the performance conditions. Compensation costs for PSUs are recognized using a graded-vesting attribution method over the vesting period based upon the probability that the performance conditions will be achieved, with forfeitures recognized as they occur. Unvested PSUs accrue dividend equivalents once the performance conditions are met at the same rate as are paid on shares of TKO Class A common stock. The dividend equivalents are subject to the same vesting schedule as the underlying PSUs.
Earnings per Share Earnings per Share

Earnings per share (“EPS”) is computed in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing the net income (loss) available to holders of TKO Class A common stock by the weighted average number of shares outstanding for the period. Diluted EPS is calculated by dividing the net income (loss) available for holders of TKO Class A common stock by the diluted weighted average shares outstanding for that period. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the dilutive effect of additional shares of TKO Class A common stock issuable in exchange for redemption of certain non-controlling interests, outstanding convertible debt instruments, as well as under the Company’s share based compensation plans (if dilutive), with adjustments to net income (loss) available for common stockholders for dilutive potential common shares.

Shares of the Company’s Class B common stock, par value $0.00001 per share (the “TKO Class B common stock”) do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings (loss) per share of TKO Class B common stock under the two-class method has not been presented. However, shares of TKO Class B common stock outstanding for the period are considered potentially dilutive shares of TKO Class A common stock under application of the if-converted method and are included in the computation of diluted earnings (loss) per share, except when the effect would be anti-dilutive.

The Company may be required to calculate basic EPS using the two-class method as a result of its redeemable non-controlling interests. To the extent that the redemption value increases and exceeds the then-current fair value of a redeemable non-controlling interest, net income (loss) available to common stockholders (used to calculate EPS) could be negatively impacted by that increase, subject to certain limitations. The partial or full recovery of any reductions to net income (loss) available to common stockholders (used to calculate EPS) is limited to any cumulative prior-period reductions. There was no impact to EPS for such adjustments related to the redeemable non-controlling interests.
Content Production Incentives Content Production Incentives

The Company has access to various governmental programs primarily related to WWE that are designed to promote content production within the United States and certain international jurisdictions. Tax incentives earned with respect to expenditures on qualifying film production activities are included as an offset to other assets in the Consolidated Balance Sheets. Tax incentives earned with respect to expenditures on qualifying capital projects are included as an offset to property, buildings and equipment, net in the Consolidated Balance Sheets. Tax incentives earned with respect to expenditures on qualifying television and other production activities are recorded as an offset to production expenses within direct operating costs within the Consolidated Statements of Operations. The Company recognizes these benefits when we have reasonable assurance regarding the realizable amount of the tax credits. The realizable amount is recorded within accounts receivable, net in the Consolidated Balance Sheets until the Company receives the funds from the respective governmental jurisdiction.

As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for profit business entities, the Company accounts for these content production incentives by analogy to International Accounting Standard ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance.
Income Taxes Income Taxes

TKO was incorporated as a Delaware corporation in March 2023. As the sole managing member of TKO OpCo, TKO operates and controls all the business and affairs of UFC and WWE. TKO is subject to corporate income taxes on its share of taxable income of TKO OpCo. TKO OpCo is treated as a partnership for U.S. federal income tax purposes and is therefore generally not subject to U.S. corporate income tax. TKO OpCo’s foreign subsidiaries are subject to entity-level taxes. TKO OpCo’s U.S. subsidiaries are subject to withholding taxes on sales in certain foreign jurisdictions which are included as a component of foreign current taxes. TKO OpCo is subject to entity-level income taxes in certain U.S. state and local jurisdictions.

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Significant factors considered by the Company in estimating the probability of the realization of deferred tax assets include expectations of future earnings and taxable income, as well as the application of tax laws in the jurisdictions in which the Company operates. A valuation allowance is provided when the Company determines that it is “more likely than not” that a portion of a deferred tax asset will not be realized.

ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is “more likely than not” to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected.

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the Consolidated Statements of Operations. Accrued interest and penalties are included in the related tax liability line in the Consolidated Balance Sheets.
Recently Adopted Accounting Pronouncements And Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements

In July 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718). This ASU amends or supersedes various SEC paragraphs within the FASB Accounting Standards Codification (“ASC”) to conform to past SEC announcements and guidance issued by the SEC. The Company adopted this guidance on July 1, 2023 with no material effect on the Company’s financial position or results of operations.

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. This ASU clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets, expanding the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and non-prepayable financial assets. The amendments in this update were effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2023 with no material effect on the Company’s financial position or results of operations.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. Adoption of the expedients and exceptions was permitted upon issuance of this update through December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848, in order to defer the sunset date of ASC 848 until December 31, 2024. The Company adopted this guidance on April 1, 2023 with no material effect on the Company’s financial position or results of operations.

Recently Issued Accounting Pronouncements

In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires that a joint venture apply a new basis of accounting upon formation. The amendments in this update are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with an option to apply the amendments retrospectively. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532, Disclosure Update and Simplification, which was issued in 2018. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.
v3.23.3
ACQUISITION OF WWE (Tables)
 9 Months Ended
Sep. 30, 2023
ACQUISITION OF WWE [Abstract]  
Aggregate Amount of Amortization of Intangible Assets

Remainder of 2023

$

68,390

2024

252,034

2025

201,917

2026

196,322

2027

179,479

Thereafter

2,339,920

Total remaining amortization

$

3,238,062
Schedule of Preliminary Allocation of Purchase Price

Cash and cash equivalents

$

381,153

Accounts receivable

105,237

Other current assets

97,385

Property, buildings and equipment

392,077

Intangible assets

Trademarks and trade names

2,188,500

Customer relationships

935,700

Other

128,300

Goodwill

5,041,414

Finance lease right of use assets

237,360

Operating lease right of use assets

12,690

Investments

12,007

Other assets

25,928

Deferred tax liabilities

(383,980)

Accounts payable and accrued liabilities

(123,858)

Current portion of long-term debt

(16,934)

Deferred revenue

(54,190)

Finance lease liabilities

(240,086)

Operating lease liabilities

(12,696)

Other long-term liabilities

(46)

Additional paid-in-capital (1)

(293,900)

Net assets acquired

$

8,432,061

(1)The additional paid-in-capital amount represents incremental goodwill related to deferred tax liabilities recorded at TKO’s parent company in connection with the acquisition of WWE.
Schedule of Supplemental Financial Information of Acquiree

Revenue

$

51,538

Net loss

$

(44,980)
Schedule of Supplemental Pro Forma Financial Information

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Pro forma revenue

$

684,732

$

645,339

$

2,004,573

$

1,834,599

Pro forma net income

72,060

86,919

243,224

22,717
v3.23.3
REVENUE (Tables)
 9 Months Ended
Sep. 30, 2023
REVENUE [Abstract]  
Summary of Company's Revenue Disaggregated by Primary Revenue Sources

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Revenue:

UFC Segment:

Media rights and content

$

266,758

$

235,498

$

702,529

$

621,533

Live events

51,863

39,171

115,658

79,797

Sponsorship

63,781

51,635

147,990

126,895

Consumer products licensing

15,118

14,395

43,258

40,151

Total UFC Segment revenue

397,520

340,699

1,009,435

868,376

WWE Segment:

Media rights and content

37,264

—

37,264

—

Live events

5,338

—

5,338

—

Sponsorship

2,606

—

2,606

—

Consumer products licensing

6,330

—

6,330

—

Total WWE Segment revenue

51,538

—

51,538

—

Total revenue

$

449,058

$

340,699

$

1,060,973

$

868,376
Summary of Remaining Performance Obligation for Contracts Greater Than One Year

Remainder of 2023

$

465,209

2024

1,840,319

2025

1,574,436

2026

671,679

2027

606,692

Thereafter

892,013

Total remaining performance obligations

$

6,050,348
Summary of Company's Deferred Revenue

As of

As of

December 31,

Foreign

September 30,

Description

2022

Acquisitions

Additions

Deductions

Exchange

2023

Deferred revenue - current

$

71,624

$

54,190

$

652,231

$

(683,610)

$

38

$

94,473

Deferred revenue - non-current

11,060

—

—

(8,470)

—

2,590
v3.23.3
SUPPLEMENTARY DATA (Tables)
 9 Months Ended
Sep. 30, 2023
SUPPLEMENTARY DATA [Abstract]  
Summary of Property and equipment

As of

September 30,

December 31,

2023

2022

Buildings and improvements

$

185,607

$

116,863

Land and land improvements

80,919

50,539

Furniture and fixtures

55,318

47,652

Office, computer and other equipment

59,164

11,641

Construction in progress

257,521

7,053

638,529

233,748

Less: accumulated depreciation

(70,439)

(58,700)

Total Property, buildings and equipment, net

$

568,090

$

175,048
Summary of Allowance for Doubtful Accounts

As of

Charged to

As of

December 31,

Costs and

September 30,

2022

Expenses

Deductions

2023

Nine Months Ended September 30, 2023

$

2,355

$

1,724

$

(2,132)

$

1,947
Summary of Unamortized Content Costs

Predominantly Monetized Individually

Predominantly Monetized as a Film Group

As of

As of

September 30,

December 31,

September 30,

December 31,

2023

2022

2023

2022

Licensed and acquired program rights

$

—

$

—

$

21,124

$

20,548

Produced programming:

In release

1,594

—

4,214

5,699

Completed but not released

43

—

—

—

In production

6,038

—

704

557

In development

—

—

—

—

Total film and television costs

$

7,675

$

—

$

26,042

$

26,804
Summary of Amortization of Content Costs

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Content production amortization expense - assets monetized individually

$

1,070

$

—

$

1,070

$

—

Content production amortization expense - assets monetized as a film group

4,197

3,732

12,160

10,589

Content production impairment charges (1)

—

—

—

—

Total amortization and impairment of content costs

$

5,267

$

3,732

$

13,230

$

10,589

(1)Unamortized content costs are evaluated for impairment whenever events or changes in circumstances indicate that the fair value of a film predominantly monetized on its own or a film group may be less than its amortized costs. If conditions indicate a potential impairment, and the estimated future cash flows are not sufficient to recover the unamortized costs, the asset is written down to fair value. In addition, if we determine that content will not likely air, we will expense the remaining unamortized costs.

 
Summary of Other Current Assets

As of

September 30,

December 31,

2023

2022

Prepaid taxes

$

53,537

$

6,727

Prepaid insurance

10,213

1,570

Assets held for sale

7,500

—

Other

45,361

33,981

Total

$

116,611

$

42,278
Summary of Accrued Liabilities

As of

September 30,

December 31,

2023

2022

Payroll-related costs

$

81,502

$

27,271

Interest

41,831

35,502

Event and production-related costs

51,619

28,759

Legal and professional fees

25,932

2,915

Accrued capital expenditures

15,324

1,672

Other

28,508

12,070

Total

$

244,716

$

108,189
v3.23.3
GOODWILL AND INTANGIBLE ASSETS (Tables)
 9 Months Ended
Sep. 30, 2023
GOODWILL AND INTANGIBLE ASSETS [Abstract]  
Summary of Changes in the Carrying Value of Goodwill The changes in the carrying value of Goodwill are as follows (in thousands):

UFC (1)

WWE

Total

Balance — December 31, 2022

$

2,602,639

$

—

$

2,602,639

Acquisitions (2)

—

5,041,414

5,041,414

Balance — September 30, 2023

$

2,602,639

$

5,041,414

$

7,644,053

(1)Reflects goodwill resulting from the Company’s election to apply pushdown accounting to reflect EGH’s new basis of accounting in the UFC’s assets and liabilities, including goodwill, which occurred during 2016.

(2)Based on preliminary fair values acquired through the business acquisition of WWE. See Note 3, Acquisition of WWE, for further information.
Summary of Company's Identifiable Intangible Assets The following table summarizes information relating to the Company’s identifiable intangible assets as of September 30, 2023 (in thousands):

Weighted Average

Estimated Useful Life

Accumulated

(in years)

Gross Amount

Amortization

Carrying Value

Trademarks and trade names

22.8

$

2,892,126

$

(283,029)

$

2,609,097

Customer relationships

5.6

1,290,210

(350,155)

940,055

Other (1)

3.4

145,689

(14,973)

130,716

Total Intangible assets

$

4,328,025

$

(648,157)

$

3,679,868

(1)Other intangible assets as of September 30, 2023 primarily consisted of talent roster, internally developed software and content library assets acquired through the business combination with WWE in September 2023. See Note 3, Acquisition of WWE, for further information.

The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2022 (in thousands):

Weighted Average

Estimated Useful Life

Accumulated

(in years)

Gross Amount

Amortization

Carrying Value

Trademarks and trade names

18.0

$

703,626

$

(249,085)

$

454,541

Customer relationships

4.5

354,510

(337,379)

17,131

Other (1)

2.9

16,234

(12,141)

4,093

Total Intangible assets

$

1,074,370

$

(598,605)

$

475,765

(1)Other intangible assets as of December 31, 2022 consist of UFC’s internally developed software.
v3.23.3
INVESTMENTS (Tables)
 9 Months Ended
Sep. 30, 2023
INVESTMENTS [Abstract]  
Summary of Company's Investments

As of

September 30,

December 31,

2023

2022

Equity method investments

$

4,607

$

4,917

Nonmarketable equity investments without readily determinable fair values

$

12,506

$

499

Total investment securities

$

17,113

$

5,416
v3.23.3
DEBT (Tables)
 9 Months Ended
Sep. 30, 2023
DEBT [Abstract]  
Summary of Outstanding Debt

As of

September 30,

December 31,

2023

2022

First Lien Term Loan (due April 2026)

$

2,736,517

$

2,759,767

Secured Commercial Loans

32,267

33,467

WWE 3.375% Convertible Notes (due December 2023)

4,213

—

Total principal

2,772,997

2,793,234

Unamortized discount

(9,239)

(11,791)

Unamortized debt issuance cost

(17,645)

(22,445)

Total debt

2,746,113

2,758,998

Less: Current portion of long-term debt

(26,650)

(22,683)

Total Long-term debt

$

2,719,463

$

2,736,315
v3.23.3
LEASES (Tables)
 9 Months Ended
Sep. 30, 2023
LEASES [Abstract]  
Summary of company’s operating and financing leases

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Lease costs

Finance lease costs:

Amortization of right-of-use assets

$

842

$

—

$

842

$

—

Interest on lease liabilities

1,072

—

1,072

—

Operating lease costs

1,189

256

2,945

1,717

Other short-term and variable lease costs

260

(354)

447

(244)

Total lease costs

$

3,363

$

(98)

$

5,306

$

1,473

Other information

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from finance leases

$

—

$

—

$

—

$

—

Operating cash flows from operating leases

$

712

$

114

$

2,038

$

1,458

Finance cash flows from finance leases

$

—

$

—

$

—

$

—

Right-of-use assets obtained in exchange for new finance
‎lease liabilities (1)

$

237,360

$

—

$

237,360

$

—

Right-of-use assets obtained in exchange for new operating
‎lease liabilities (1)

$

14,294

$

2,009

$

14,294

$

2,966

As of

September 30,

December 31,

2023

2022

Weighted-average remaining lease term (in years) - finance leases

25.1

N/A

Weighted-average remaining lease term (in years) - operating leases

9.1

10.9

Weighted-average discount rate - finance leases

8.8%

N/A

Weighted-average discount rate - operating leases

6.8%

6.3%

(1)The amounts for the three and nine months ended September 30, 2023 are primarily related to the assets acquired from WWE as discussed in Note 3, Acquisition of WWE.

  
Schedule of maturity of lease liabilities

Operating

Finance

Leases

Leases

2023

$

2,229

$

6,934

2024

7,052

27,554

2025

6,275

24,412

2026

6,067

24,773

2027

5,737

20,600

Thereafter

24,343

519,683

Total future minimum lease payment

51,703

623,956

Less: imputed interest

(14,989)

(384,483)

Present value of future minimum lease payments

$

36,714

$

239,473
v3.23.3
NON-CONTROLLING INTERESTS (Tables)
 9 Months Ended
Sep. 30, 2023
NON-CONTROLLING INTERESTS [Abstract]  
Changes in carrying value of redeemable non-controlling interest The changes in carrying value of the redeemable non-controlling interest for the nine months ended September 30, 2023 were as follows (in thousands):

Balance — December 31, 2022

$

9,908

Net income attributable to non-controlling interest holders

1,203

Accretion

—

Balance — September 30, 2023

$

11,111

The changes in carrying value of the redeemable non-controlling interest for the nine months ended September 30, 2022 were as follows (in thousands):

Balance – December 31, 2021

$

9,700

Net income attributable to non-controlling interest holders

1,638

Accretion

(1,539)

Balance – September 30, 2022

$

9,799
v3.23.3
EQUITY-BASED COMPENSATION (Tables)
 9 Months Ended
Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Schedule of Equity-Based Compensation Expense

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

EGH 2021 Plan

$

4,242

$

5,603

$

15,826

$

18,146

Replacement Awards under WWE 2016 Plan

19,381

—

19,381

—

TKO 2023 Plan

935

—

935

—

Equity-based compensation expense

$

24,558

$

5,603

$

36,142

$

18,146
Summary of RSU Activity

Time Vested RSUs

Market / Market and Time
‎Vested RSUs

Units

Weighted-

Average

Grant-Date

Fair Value

Units

Weighted-

Average

Grant-Date

Fair Value

Outstanding at January 1, 2023

604,875

$

29.57

5,115

$

24.65

Granted

303,609

$

21.77

—

$

—

Released

(297,131)

$

29.54

—

$

—

Forfeited

(9,209)

$

21.73

—

$

—

Outstanding at September 30, 2023

602,144

$

25.77

5,115

$

24.65

Vested and releasable at September 30, 2023

—

$

—

—

$

—
Summary of Stock Option Activity

Stock Options

Units

Weighted-Average
‎Exercise Price

Outstanding at January 1, 2023

286,836

$

26.04

Granted

—

$

—

Exercised

—

$

—

Forfeited or expired

—

$

—

Outstanding at September 30, 2023

286,836

$

26.04

Vested and exercisable at September 30, 2023

162,452

$

25.20
Summary of PSU Activity

Time Vested PSUs

Market / Market and Time
‎Vested PSUs

Units

Weighted-

Average

Grant-Date

Fair Value

Units

Weighted-

Average

Grant-Date

Fair Value

Outstanding at January 1, 2023

—

$

—

—

$

—

Granted

—

$

—

—

$

—

Assumed from WWE

641,190

$

100.65

20,460

$

100.65

Vested

—

$

—

—

$

—

Forfeited

—

$

—

—

$

—

Dividend equivalents

12,988

$

100.65

—

$

—

Outstanding at September 30, 2023

654,178

$

92.31

20,460

$

100.65

Vested and releasable at September 30, 2023

21,764

$

100.65

—

$

—
Replacement Awards [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of RSU Activity

Time Vested RSUs

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Outstanding at January 1, 2023

—

$

—

Granted

—

$

—

Assumed from WWE

1,011,215

$

100.65

Vested

—

$

—

Forfeited

—

$

—

Dividend equivalents

46,438

$

100.65

Outstanding at September 30, 2023

1,057,653

$

—

Vested and releasable at September 30, 2023

53,715

$

100.65
TKO 2023 Plan [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of RSU Activity

Time Vested RSUs

Units

Weighted-
‎ Average
‎Grant-Date
‎Fair Value

Outstanding at January 1, 2023

—

$

—

Granted

459,415

$

103.05

Vested

—

$

—

Forfeited

—

$

—

Dividend equivalents

—

$

—

Outstanding at September 30, 2023

459,415

$

103.05
v3.23.3
EARNINGS PER SHARE (Tables)
 9 Months Ended
Sep. 30, 2023
EARNINGS PER SHARE [Abstract]  
Schedule of Basic and Diluted Earnings Per Share and Weighted Average Shares Outstanding

Period From

September 12 -

September 30, 2023

Basic and diluted net loss per share

Numerator

Net loss attributable to TKO Group Holdings, Inc.

$

(21,886)

Denominator

Weighted average Class A Common Shares outstanding - Basic

83,161,406

Basic and diluted net loss per share

$

(0.26)

Securities that are anti-dilutive this period

Stock options

286,836

Unvested RSUs

2,124,327

Unvested PSUs

674,638

Shares outstanding under Convertible Notes

175,584

TKO Class B Common Shares

89,616,891
v3.23.3
RESTRUCTURING CHARGES (Tables)
 9 Months Ended
Sep. 30, 2023
RESTRUCTURING CHARGES [Abstract]  
Summary of changes in company’s restructuring liability

Balance — December 31, 2022

$

—

Restructuring charges (excluding share-based compensation expense)

15,084

Payments

(925)

Balance — September 30, 2023

$

14,159
v3.23.3
SEGMENT INFORMATION (Tables)
 9 Months Ended
Sep. 30, 2023
SEGMENT INFORMATION [Abstract]  
Schedule of Revenue

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

UFC

$

397,520

$

340,699

$

1,009,435

$

868,376

WWE

51,538

—

51,538

—

Total consolidated revenue

$

449,058

$

340,699

$

1,060,973

$

868,376
Schedule of Reconciliation of Segment Profitability

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

UFC

$

238,339

$

204,483

$

612,796

$

526,463

WWE

21,977

—

21,977

—

Corporate

(20,605)

(14,026)

(48,896)

(38,493)

Total Adjusted EBITDA

239,711

190,457

585,877

487,970

Reconciling items:

Equity (earnings) losses of affiliates

(671)

—

309

—

Interest expense, net

(60,636)

(35,319)

(172,439)

(90,767)

Depreciation and amortization

(31,698)

(14,947)

(61,900)

(44,945)

Equity-based compensation expense

(24,558)

(5,603)

(36,142)

(18,146)

Merger and acquisition costs

(67,579)

—

(82,514)

—

Certain legal costs

(6,286)

(273)

(6,774)

(622)

Restructuring, severance and impairment

(15,084)

—

(15,084)

—

Other adjustments

(694)

402

(1,545)

(460)

Income before income taxes and equity (earnings) losses of affiliates

$

32,505

$

134,717

$

209,788

$

333,030
v3.23.3
RELATED PARTY TRANSACTIONS (Tables)
 9 Months Ended
Sep. 30, 2023
RELATED PARTY TRANSACTIONS [Abstract]  
Schedule of Related Party Transactions EGH and its subsidiaries (collectively, the “Group”), who collectively own approximately 51% of the voting interest in TKO as described in Note 1, Description of Business, provide various services to the Company and, upon consummation of the Transactions, such services are provided pursuant to the Services Agreement. Revenue and expenses associated with such services are as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2023

2022

2023

2022

Event and other licensing revenues earned from the Group

$

4,667

$

2,991

$

11,122

$

6,795

Expenses incurred with the Group included in direct operating costs (1)

7,580

6,756

15,884

13,822

Expenses incurred with the Group included in selling, general and administrative expenses (2)

6,977

6,350

19,729

19,024

Net expense resulting from Group transactions included within net income (loss)

$

(9,890)

$

(10,115)

$

(24,491)

$

(26,051)

(1)These expenses primarily consist of production and consulting services as well as commissions paid to the Group.

(2)These expenses primarily consist of management fees paid to the Group. The Company believes that these management fees are a reasonable allocation of costs related to representation, executive leadership, back-office and corporate functions and other services provided by the Group.

Outstanding amounts due to and from the Group were as follows (in thousands):

As of

September 30,

December 31,

Classification

2023

2022

Amounts due from the Group

Accounts receivable

$

285

$

—

Other current assets

4,031

23,838

Amounts due to the Group

Accrued liabilities

(163)

—

Other current liabilities

(3,101)

(7,631)
v3.23.3
DESCRIPTION OF BUSINESS (Narrative) (Details)
Sep. 12, 2023
EGH [Member] | TKO Group Holdings, Inc. [Member]  
Description Of Business Disclosure [Line Items]  
Non-economic voting interest 51.00%
Voting interest 51.90%
WWE [Member] | TKO Group Holdings, Inc. [Member]  
Description Of Business Disclosure [Line Items]  
Voting interest 49.00%
TKO [Member] | EGH [Member]  
Description Of Business Disclosure [Line Items]  
Non-economic voting interest 51.00%
TKO [Member] | WWE [Member]  
Description Of Business Disclosure [Line Items]  
Economic interest 100.00%
TKO OpCo [Member] | EGH [Member]  
Description Of Business Disclosure [Line Items]  
Economic interest 51.00%
v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - $ / shares
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 12, 2023
Dec. 31, 2022
Restricted Stock Units (RSUs) [Member]        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items]        
Vesting period   3 years    
Performance Stock Units (PSUs) [Member]        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items]        
Vesting period   3 years    
Variable Interest Entity, Primary Beneficiary [Member] | TKO OpCo [Member]        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items]        
Variable interest entity owned 48.10%      
Common Class A [Member]        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items]        
Common stock, par value $ 0.00001 $ 0.00001 $ 0.00001 $ 0.00001
Common Class A [Member] | WWE [Member]        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items]        
Common stock, par value 0.01 0.01    
Common Class B [Member]        
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items]        
Common stock, par value $ 0.00001 $ 0.00001 $ 0.00001 $ 0.00001
v3.23.3
ACQUISITION OF WWE (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 8 Months Ended 9 Months Ended
Sep. 12, 2023
Sep. 30, 2023
Aug. 31, 2023
Sep. 30, 2023
Business Acquisition [Line Items]        
Consideration transferred, value of shares       $ 8,111,055
Nonrecurring transaction costs     $ 187,300 269,800
EGH [Member] | TKO OpCo [Member]        
Business Acquisition [Line Items]        
Economic interest 51.00%      
TKO [Member] | TKO OpCo [Member]        
Business Acquisition [Line Items]        
Economic interest 49.00%      
WWE [Member]        
Business Acquisition [Line Items]        
Finite-lived intangible assets, weighted average life 20 years 2 months 12 days      
Transaction costs   $ 67,500   $ 82,500
Consideration transferred $ 8,432,100      
Nonredeemable non-controlling interest 4,528,800      
Deferred consideration $ 321,000      
WWE [Member] | Common Class A [Member]        
Business Acquisition [Line Items]        
Consideration transferred, shares 83,161,123      
Consideration transferred, value of shares $ 8,061,800      
WWE [Member] | Replacement Awards [Member]        
Business Acquisition [Line Items]        
Consideration transferred, value of shares $ 49,300      
TKO Group Holdings, Inc. [Member] | EGH [Member]        
Business Acquisition [Line Items]        
Non-economic voting interest 51.00%      
Voting interest 51.90%      
Trademarks and Trade Names [Member] | WWE [Member]        
Business Acquisition [Line Items]        
Finite-lived intangible assets, weighted average life 25 years      
Customer relationships [Member] | WWE [Member]        
Business Acquisition [Line Items]        
Finite-lived intangible assets, weighted average life 11 years 2 months 12 days      
Other [Member] | WWE [Member]        
Business Acquisition [Line Items]        
Finite-lived intangible assets, weighted average life 3 years 7 months 6 days      
v3.23.3
ACQUISITION OF WWE (Aggregate Amount of Amortization of Intangible Assets) (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Business Acquisition [Line Items]    
Total remaining amortization $ 3,679,868 $ 475,765
WWE [Member]    
Business Acquisition [Line Items]    
Remainder of 2023 68,390  
2024 252,034  
2025 201,917  
2026 196,322  
2027 179,479  
Thereafter 2,339,920  
Total remaining amortization $ 3,238,062  
v3.23.3
ACQUISITION OF WWE (Schedule of Preliminary Allocation of Purchase Price) (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Sep. 12, 2023
Dec. 31, 2022
Business Acquisition [Line Items]      
Goodwill $ 7,644,053   $ 2,602,639
WWE [Member]      
Business Acquisition [Line Items]      
Cash and cash equivalents   $ 381,153  
Accounts receivable   105,237  
Other current assets   97,385  
Property, buildings and equipment   392,077  
Goodwill   5,041,414  
Finance lease right of use assets   237,360  
Operating lease right of use assets   12,690  
Investments   12,007  
Other assets   25,928  
Deferred tax liabilities   (383,980)  
Accounts payable and accrued liabilities   (123,858)  
Current portion of long-term debt   (16,934)  
Deferred revenue   (54,190)  
Finance lease liabilities   (240,086)  
Operating lease liabilities   (12,696)  
Other long-term liabilities   (46)  
Additional paid-in-capital   (293,900)  
Net assets acquired   8,432,061  
WWE [Member] | Trademarks and Trade Names [Member]      
Business Acquisition [Line Items]      
Intangible assets   2,188,500  
WWE [Member] | Customer relationships [Member]      
Business Acquisition [Line Items]      
Intangible assets   935,700  
WWE [Member] | Other [Member]      
Business Acquisition [Line Items]      
Intangible assets   $ 128,300  
v3.23.3
ACQUISITION OF WWE (Schedule of Supplemental Financial Information of Acquiree) (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Business Acquisition [Line Items]          
Revenue   $ 449,058 $ 340,699 $ 1,060,973 $ 868,376
Net loss $ (21,886) $ (21,886)   $ (21,886)  
WWE [Member]          
Business Acquisition [Line Items]          
Revenue 51,538        
Net loss $ (44,980)        
v3.23.3
ACQUISITION OF WWE (Schedule of Supplemental Pro Forma Financial Information) (Details) - WWE [Member] - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Business Acquisition [Line Items]        
Pro forma revenue $ 684,732 $ 645,339 $ 2,004,573 $ 1,834,599
Pro forma net income $ 72,060 $ 86,919 $ 243,224 $ 22,717
v3.23.3
REVENUE (Narrative) (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
REVENUE [Abstract]        
Revenue from prior period performance obligations $ 0 $ 0 $ 0 $ 0
v3.23.3
REVENUE (Summary of Company's Revenue Disaggregated by Primary Revenue Sources) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Revenue $ 449,058 $ 340,699 $ 1,060,973 $ 868,376
Revenue, Remaining Performance Obligation, Amount 6,050,348   6,050,348  
UFC Segment [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 397,520 340,699 1,009,435 868,376
UFC Segment [Member] | Media Rights and Content [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 266,758 235,498 702,529 621,533
UFC Segment [Member] | Live Events [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 51,863 39,171 115,658 79,797
UFC Segment [Member] | Sponsorship [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 63,781 51,635 147,990 126,895
UFC Segment [Member] | Consumer Products Licensing [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 15,118 $ 14,395 43,258 $ 40,151
WWE Segment [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 51,538   51,538  
WWE Segment [Member] | Media Rights and Content [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 37,264   37,264  
WWE Segment [Member] | Live Events [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 5,338   5,338  
WWE Segment [Member] | Sponsorship [Member]        
Disaggregation of Revenue [Line Items]        
Revenue 2,606   2,606  
WWE Segment [Member] | Consumer Products Licensing [Member]        
Disaggregation of Revenue [Line Items]        
Revenue $ 6,330   $ 6,330  
v3.23.3
REVENUE (Summary of Remaining Performance Obligation for Contracts Greater Than One Year) (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 6,050,348
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 465,209
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 1,840,319
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 1,574,436
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 671,679
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 606,692
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, remaining performance obligation, amount $ 892,013
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year
v3.23.3
REVENUE (Summary of Company's Deferred Revenue) (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
USD ($)
Contract with Customer, Liability [Abstract]  
Beginning Balance $ 71,624
Acquisitions 54,190
Additions 652,231
Deductions (683,610)
Foreign Exchange 38
Ending Balance 94,473
Beginning Balance 11,060
Acquisitions 0
Additions 0
Deductions (8,470)
Foreign Exchange 0
Ending Balance $ 2,590
v3.23.3
SUPPLEMENTARY DATA (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
SUPPLEMENTARY DATA [Abstract]        
Percentage of released films to be amortized 73.00%   73.00%  
Depreciation expense $ 5.1 $ 3.2 $ 11.9 $ 9.9
Completed but not released content costs, monetized individually, estimated amortization period     12 months  
In release content costs, monetized individually, estimated amortization period     3 years  
In release content costs, monetized as a film group, estimated amortization period     3 years  
v3.23.3
SUPPLEMENTARY DATA (Summary Property and equipment) (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross $ 638,529 $ 233,748
Less: accumulated depreciation and amortization (70,439) (58,700)
Total property, buildings and equipment, net 568,090 175,048
Building and Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross 185,607 116,863
Land and Land Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross 80,919 50,539
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross 55,318 47,652
Office, Computer and Other Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross 59,164 11,641
Construction in Progress [Member]    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment, gross $ 257,521 $ 7,053
v3.23.3
SUPPLEMENTARY DATA (Summary of Allowance for Doubtful Accounts) (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
USD ($)
SUPPLEMENTARY DATA [Abstract]  
Balance at Beginning of Year $ 2,355
Charged to Costs and Expenses 1,724
Deductions (2,132)
Balance at End of Period $ 1,947
v3.23.3
SUPPLEMENTARY DATA (Summary of Unamortized Content Costs) (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
SUPPLEMENTARY DATA [Abstract]    
Predominantly Monetized Individually, In release $ 1,594  
Predominantly Monetized Individually, Completed but not released 43  
Predominantly Monetized Individually, In production 6,038  
Predominantly Monetized Individually, Total film and television costs 7,675  
Predominantly Monetized as a Film Group, Licensed and acquired program rights 21,124 $ 20,548
Predominantly Monetized as a Film Group, In release 4,214 5,699
Predominantly Monetized as a Film Group, In production 704 557
Predominantly Monetized as a Film Group, Total film and television costs $ 26,042 $ 26,804
v3.23.3
SUPPLEMENTARY DATA (Summary of Amortization of Content Costs) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
SUPPLEMENTARY DATA [Abstract]        
Content production amortization expense - assets monetized individually $ 1,070   $ 1,070  
Content production amortization expense - assets monetized as a film group 4,197 $ 3,732 12,160 $ 10,589
Total amortization and impairment of content costs $ 5,267 $ 3,732 $ 13,230 $ 10,589
v3.23.3
SUPPLEMENTARY DATA (Summary of Other Current Assets) (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
SUPPLEMENTARY DATA [Abstract]    
Prepaid taxes $ 53,537 $ 6,727
Prepaid insurance 10,213 1,570
Assets held for sale 7,500  
Other 45,361 33,981
Total $ 116,611 $ 42,278
v3.23.3
SUPPLEMENTARY DATA (Summary of Accrued Liabilities) (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
SUPPLEMENTARY DATA [Abstract]    
Payroll-related costs $ 81,502 $ 27,271
Interest 41,831 35,502
Event and production-related costs 51,619 28,759
Legal and professional fees 25,932 2,915
Accrued capital expenditures 15,324 1,672
Other 28,508 12,070
Total accrued liabilities $ 244,716 $ 108,189
v3.23.3
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
GOODWILL AND INTANGIBLE ASSETS [Abstract]        
Intangible asset amortization expense $ 26.2 $ 11.7 $ 49.6 $ 35.0
Goodwill impairment loss $ 0.0 $ 0.0 $ 0.0 $ 0.0
v3.23.3
GOODWILL AND INTANGIBLE ASSETS (Summary of Changes in the Carrying Value of Goodwill) (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
USD ($)
GOODWILL AND INTANGIBLE ASSETS [Line Items]  
Balance - December 31, 2022 $ 2,602,639
Acquisitions 5,041,414
Balance - September 30, 2023 7,644,053
UFC Segment [Member]  
GOODWILL AND INTANGIBLE ASSETS [Line Items]  
Balance - December 31, 2022 2,602,639
Balance - September 30, 2023 2,602,639
WWE Segment [Member]  
GOODWILL AND INTANGIBLE ASSETS [Line Items]  
Acquisitions 5,041,414
Balance - September 30, 2023 $ 5,041,414
v3.23.3
GOODWILL AND INTANGIBLE ASSETS (Summary of Company's Identifiable Intangible Assets) (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 4,328,025 $ 1,074,370
Accumulated Amortization (648,157) (598,605)
Carrying Value $ 3,679,868 $ 475,765
Trademarks and Trade Names [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Estimated Useful Life (in years) 22 years 9 months 18 days 18 years
Gross Amount $ 2,892,126 $ 703,626
Accumulated Amortization (283,029) (249,085)
Carrying Value $ 2,609,097 $ 454,541
Customer relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Estimated Useful Life (in years) 5 years 7 months 6 days 4 years 6 months
Gross Amount $ 1,290,210 $ 354,510
Accumulated Amortization (350,155) (337,379)
Carrying Value $ 940,055 $ 17,131
Other [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Estimated Useful Life (in years) 3 years 4 months 24 days 2 years 10 months 24 days
Gross Amount $ 145,689 $ 16,234
Accumulated Amortization (14,973) (12,141)
Carrying Value $ 130,716 $ 4,093
v3.23.3
INVESTMENTS (Narrative) (Details) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Aug. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
INVESTMENTS [Line Items]            
Equity losses of affiliates, net of tax   $ 671,000   $ (309,000)    
Equity method investments   4,607,000   4,607,000   $ 4,917,000
Impairment charges on investments   0 $ 0 0 $ 0  
Observable price change upward price adjustment   $ 0 $ 0 $ 0 $ 0  
Monkey Spirit, LLC [Member]            
INVESTMENTS [Line Items]            
Company's ownership of its equity method investments   7.00%   7.00%    
Equity losses of affiliates, net of tax   $ 100,000   $ (800,000)    
Equity method investments   3,400,000   3,400,000   4,200,000
Howler Head [Member]            
INVESTMENTS [Line Items]            
Cumulative catch-up entry recorded to revenue $ 1,000,000.0          
Cumulative catch-up entry recorded to deferred revenue 2,000,000.0          
Howler Head [Member] | Level III [Member]            
INVESTMENTS [Line Items]            
Equity investment $ 3,000,000.0          
Other Equity Investments [Member]            
INVESTMENTS [Line Items]            
Equity losses of affiliates, net of tax   600,000   500,000    
Equity method investments   $ 1,200,000   $ 1,200,000   $ 700,000
v3.23.3
INVESTMENTS (Summary of Investments) (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
INVESTMENTS [Abstract]    
Equity method investments $ 4,607 $ 4,917
Nonmarketable equity investments without readily determinable fair values 12,506 499
Total investment securities $ 17,113 $ 5,416
v3.23.3
DEBT (Narrative) (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Dec. 31, 2022
DEBT [Line Items]      
Long-term debt $ 2,746,113,000 $ 2,746,113,000 $ 2,758,998,000
Cash and cash equivalents 188,592,000 $ 188,592,000 180,574,000
Dividends paid   $ 3.86  
Remaining outstanding principal balance 2,772,997,000 $ 2,772,997,000 2,793,234,000
Revolving Credit Facility (due May 2023) [Member]      
DEBT [Line Items]      
Maximum borrowing capacity 205,000,000.0 205,000,000.0  
2016 Credit Facilities [Member]      
DEBT [Line Items]      
Outstanding letters of credit 10,000,000.0 10,000,000.0 0
Line of credit 2,700,000,000 $ 2,700,000,000 2,800,000,000
Debt instrument, maturity date   Oct. 29, 2024  
Percentage of revolving commitments   35.00%  
Swingline loan maximum amount 15,000,000.0 $ 15,000,000.0  
First Lien Term Loan (due April 2026) [Member]      
DEBT [Line Items]      
Line of credit maturity date   April 2026  
Remaining outstanding principal balance 2,736,517,000 $ 2,736,517,000 2,759,767,000
Secured Deed of Trust One [Member]      
DEBT [Line Items]      
Long-term debt 28,000,000.0 28,000,000.0  
Secured Deed of Trust Two [Member]      
DEBT [Line Items]      
Long-term debt 12,000,000.0 $ 12,000,000.0  
3.375% Convertible Notes due 2023 [Member]      
DEBT [Line Items]      
Line of credit maturity date   December 2023  
Debt instrument fair value $ 16,800,000 $ 16,800,000  
Interest rate 3.375% 3.375%  
Convertible rate of shares 41.6766 41.6766  
Convertible rate per principal amount $ 1,000 $ 1,000  
Conversion price per share $ 23.99 $ 23.99  
Shares issued upon conversion 1,123    
Remaining outstanding principal balance $ 4,213,000 $ 4,213,000  
3.375% Convertible Notes due 2023 [Member] | Maximum [Member]      
DEBT [Line Items]      
Converted amount 100,000    
Secured Commercial Loans [Member]      
DEBT [Line Items]      
Long-term debt 32,300,000 $ 32,300,000 33,500,000
Debt service coverage ratio   1.15  
Remaining outstanding principal balance 32,267,000 $ 32,267,000 $ 33,467,000
Letter of credit      
DEBT [Line Items]      
Maximum borrowing capacity $ 40,000,000.0 $ 40,000,000.0  
v3.23.3
DEBT (Summary of Outstanding Debt) (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
DEBT [Line Items]    
Total principal $ 2,772,997 $ 2,793,234
Unamortized discount (9,239) (11,791)
Unamortized issuance costs (17,645) (22,445)
Total debt 2,746,113 2,758,998
Less: Current portion of long-term debt (26,650) (22,683)
Total long-term debt 2,719,463 2,736,315
First Lien Term Loan (due April 2026) [Member]    
DEBT [Line Items]    
Total principal $ 2,736,517 2,759,767
Line of credit maturity date April 2026  
Secured Commercial Loans [Member]    
DEBT [Line Items]    
Total principal $ 32,267 33,467
Total debt 32,300 $ 33,500
3.375% Convertible Notes due 2023 [Member]    
DEBT [Line Items]    
Total principal $ 4,213  
Line of credit maturity date December 2023  
Interest rate 3.375%  
v3.23.3
FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($)
$ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Dec. 31, 2018
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Oct. 31, 2018
Secured Commercial Loans [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Fixed rate   4.99%   4.99%      
Effective rate   7.02%   7.02%      
Change in fair value of swap’s liability included in accumulated other comprehensive income   $ (0.6) $ (0.8) $ (1.7) $ (5.0)    
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net   0.1 $ 0.2 $ 0.1 $ 0.2    
Secured Commercial Loans [Member] | SOFR [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Variable rate       1.70%      
Secured Commercial Loans [Member] | Level II [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Interest rate swaps   $ 1.4   $ 1.4   $ 0.6  
4.99% Interest Rate Swap [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Fixed rate 4.99%            
Effective rate 3.97%            
Debt Instrument face amount             $ 40.0
4.99% Interest Rate Swap [Member] | LIBOR [Member]              
FINANCIAL INSTRUMENTS [Line Items]              
Variable rate 1.62%            
v3.23.3
LEASES (Narrative) (Details)
 9 Months Ended
Sep. 30, 2023
Minimum [Member] | Real Estate Assets [Member]  
LEASES [Line Items]  
Lessee, Remaining Lease Term 1 year
Minimum [Member] | Equipment [Member]  
LEASES [Line Items]  
Lessee, Remaining Lease Term 1 year
Maximum [Member] | Real Estate Assets [Member]  
LEASES [Line Items]  
Lessee, Remaining Lease Term 27 years
Maximum [Member] | Equipment [Member]  
LEASES [Line Items]  
Lessee, Remaining Lease Term 7 years
v3.23.3
LEASES (Summary of Company's Finance and Operating Leases) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
LEASES [Abstract]          
Amortization of right-of-use assets $ 842   $ 842    
Interest on lease liabilities 1,072   1,072    
Operating lease costs 1,189 $ 256 2,945 $ 1,717  
Other short-term and variable lease costs 260 (354) 447 (244)  
Total lease costs 3,363   5,306 1,473  
Total lease costs   (98)      
Operating cash flows from operating leases 712 114 2,038 1,458  
Right-of-use assets obtained in exchange for new finance lease liabilities 237,360   237,360    
Right-of-use assets obtained in exchange for new operating lease liabilities $ 14,294 $ 2,009 $ 14,294 $ 2,966  
Weighted-average remaining lease term (in years) - finance leases 25 years 1 month 6 days   25 years 1 month 6 days    
Weighted-average remaining lease term (in years) - operating leases 9 years 1 month 6 days   9 years 1 month 6 days   10 years 10 months 24 days
Weighted-average discount rate - finance leases 8.80%   8.80%    
Weighted-average discount rate - operating leases 6.80%   6.80%   6.30%
v3.23.3
LEASES (Summary of Maturity of Lease Liabilities) (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Operating Leases  
2023 $ 2,229
2024 7,052
2025 6,275
2026 6,067
2027 5,737
Thereafter 24,343
Total future minimum lease payment 51,703
Less: imputed interest (14,989)
Present value of future minimum lease payments 36,714
Finance Leases  
2023 6,934
2024 27,554
2025 24,412
2026 24,773
2027 20,600
Thereafter 519,683
Total future minimum lease payment 623,956
Less: imputed interest (384,483)
Present value of future minimum lease payments $ 239,473
v3.23.3
STOCKHOLDERS' EQUITY (Narrative) (Details)
Sep. 30, 2023
item
$ / shares
shares
Sep. 12, 2023
$ / shares
shares
Dec. 31, 2022
$ / shares
shares
STOCKHOLDERS' EQUITY [Line Items]      
Preferred stock, shares authorized   1,000,000,000  
Preferred stock, par value | $ / shares   $ 0.00001  
Common Class A [Member]      
STOCKHOLDERS' EQUITY [Line Items]      
Common stock, shares authorized 5,000,000,000 5,000,000,000 5,000,000,000
Common stock, par value | $ / shares $ 0.00001 $ 0.00001 $ 0.00001
Common stock, number of votes per share | item 1    
Common stock, shares issued 83,162,215   0
Common Class B [Member]      
STOCKHOLDERS' EQUITY [Line Items]      
Common stock, shares authorized 5,000,000,000 5,000,000,000 5,000,000,000
Common stock, par value | $ / shares $ 0.00001 $ 0.00001 $ 0.00001
Common stock, shares issued 89,616,891   0
EGH [Member] | Common Class B [Member]      
STOCKHOLDERS' EQUITY [Line Items]      
Common stock, shares issued   89,616,891  
WWE [Member] | Common Class A [Member]      
STOCKHOLDERS' EQUITY [Line Items]      
Common stock, par value | $ / shares $ 0.01    
Common stock, shares issued   83,161,123  
v3.23.3
NON-CONTROLLING INTERESTS (Narrative) (Details) - USD ($)
$ in Millions
 1 Months Ended
Jul. 31, 2018
Sep. 30, 2023
Dec. 31, 2022
Noncontrolling Interest [Line Items]      
Temporary equity, estimated redemption value   $ 9.9 $ 9.7
Russia Subsidiary [Member]      
Noncontrolling Interest [Line Items]      
Proceeds from noncontrolling interests $ 9.7    
v3.23.3
NON-CONTROLLING INTERESTS (Changes in Redeemable Non-controlling Interest) (Detail) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
NON-CONTROLLING INTERESTS [Abstract]    
Balance $ 9,908 $ 9,700
Net income attributable to non-controlling interest holders 1,203 1,638
Accretion   (1,539)
Balance $ 11,111 $ 9,799
v3.23.3
EQUITY-BASED COMPENSATION (Narrative) (Details) - shares
 9 Months Ended
Sep. 30, 2023
Sep. 12, 2023
Restricted Stock Units (RSUs) [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 3 years  
EGH 2021 Plan [Member] | Minimum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 2 years  
EGH 2021 Plan [Member] | Maximum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 5 years  
TKO 2023 Plan [Member] | Common Class A [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Common stock shares reserved for future issuance   10,000,000
TKO 2023 Plan [Member] | Minimum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 6 months  
TKO 2023 Plan [Member] | Maximum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 4 years  
Replacement Awards under WWE 2016 Plan [Member] | Minimum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 1 year  
Replacement Awards under WWE 2016 Plan [Member] | Maximum [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 5 years  
v3.23.3
EQUITY-BASED COMPENSATION (Schedule of Equity-Based Compensation Expense) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation expense $ 24,558 $ 5,603 $ 36,142 $ 18,146
EGH 2021 Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation expense 4,242 $ 5,603 15,826 $ 18,146
Replacement Awards under WWE 2016 Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation expense 19,381   19,381  
TKO 2023 Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Equity-based compensation expense $ 935   $ 935  
v3.23.3
EQUITY-BASED COMPENSATION (Summary of RSU Activity) (Details)
 9 Months Ended
Sep. 30, 2023
$ / shares
shares
EGH 2021 Plan [Member] | Time Vested Restricted Stock Units [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Outstanding balances at beginning, Units 604,875
Granted, Units 303,609
Released, Units (297,131)
Forfeited, Units (9,209)
Outstanding balances at end, Units 602,144
Outstanding balances at beginning, Weighted-Average Exercise Price | $ / shares $ 29.57
Granted, Weighted-Average Exercise Price | $ / shares 21.77
Released, Weighted-Average Exercise Price | $ / shares 29.54
Forfeited, Weighted-Average Exercise Price | $ / shares 21.73
Outstanding balances at end, Weighted-Average Exercise Price | $ / shares $ 25.77
EGH 2021 Plan [Member] | Market / Market and Time Vested RSUs [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Outstanding balances at beginning, Units 5,115
Outstanding balances at end, Units 5,115
Outstanding balances at beginning, Weighted-Average Exercise Price | $ / shares $ 24.65
Outstanding balances at end, Weighted-Average Exercise Price | $ / shares $ 24.65
Replacement Awards under WWE 2016 Plan [Member] | Restricted Stock Units (RSUs) [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Assumed from WWE, Units 1,011,215
Dividend equivalents, Units 46,438
Outstanding balances at end, Units 1,057,653
Vested and releasable, Units 53,715
Assumed from WWE, Weighted-Average Exercise Price | $ / shares $ 100.65
Dividend equivalents, Weighted-Average Exercise Price | $ / shares $ 100.65
Vested and releasable, Weighted-Average Exercise Price | $ / shares 100.65
TKO 2023 Plan [Member] | Restricted Stock Units (RSUs) [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Granted, Units 459,415
Outstanding balances at end, Units 459,415
Granted, Weighted-Average Exercise Price | $ / shares $ 103.05
Outstanding balances at end, Weighted-Average Exercise Price | $ / shares $ 103.05
v3.23.3
EQUITY-BASED COMPENSATION (Summary of Stock Options Activity) (Detail) - Employee Stock Option
 9 Months Ended
Sep. 30, 2023
$ / shares
shares
EQUITY-BASED COMPENSATION [Line Items]  
Outstanding balances at beginning, Units | shares 286,836
Granted, Units | shares
Exercised, Units | shares
Forfeited or expired, Units | shares
Outstanding balances at end, Units | shares 286,836
Vested and releasable, Units | shares 162,452
Outstanding balances at beginning, Weighted-Average Exercise Price | $ / shares $ 26.04
Granted, Weighted-Average Exercise Price | $ / shares
Exercised, Weighted-Average Exercise Price | $ / shares
Forfeited or expired, Weighted-Average Exercise Price | $ / shares
Outstanding balances at end, Weighted-Average Exercise Price | $ / shares 26.04
Vested and exercisable, Weighted-Average Exercise Price | $ / shares $ 25.20
v3.23.3
EQUITY-BASED COMPENSATION (Summary Of PSU Activity) (Details)
 9 Months Ended
Sep. 30, 2023
$ / shares
shares
Time Vested PSUs [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Assumed from WWE, Units | shares 641,190
Dividend equivalents, Units | shares 12,988
Outstanding balances at end, Units | shares 654,178
Vested and releasable, Units | shares 21,764
Assumed from WWE, Weighted-Average Exercise Price | $ / shares $ 100.65
Dividend equivalents, Weighted-Average Exercise Price | $ / shares 100.65
Outstanding balances at end, Weighted-Average Exercise Price | $ / shares $ 92.31
Vested and releasable, Weighted-Average Exercise Price | $ / shares 100.65
Market / Market and Time Vested Performance Units [Member]  
EQUITY-BASED COMPENSATION [Line Items]  
Assumed from WWE, Units | shares 20,460
Outstanding balances at end, Units | shares 20,460
Assumed from WWE, Weighted-Average Exercise Price | $ / shares $ 100.65
Outstanding balances at end, Weighted-Average Exercise Price | $ / shares $ 100.65
v3.23.3
EARNINGS PER SHARE (Schedule of Basic and Diluted Earnings Per Share and Weighted Average Shares Outstanding) (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2023
Net income attributable to TKO Group Holdings, Inc. $ (21,886) $ (21,886) $ (21,886)
Weighted average Class A Common Shares outstanding - Basic 83,161,406 83,161,406 83,161,406
Securities that are anti-dilutive, Shares outstanding under Convertible Notes 175,584    
Weighted average dilutive common shares outstanding 89,616,891 83,161,406 83,161,406
Basic net loss per share $ (0.26) $ (0.26) [1] $ (0.26) [1]
Diluted net loss per share $ (0.26) $ (0.26) [1] $ (0.26) [1]
Employee Stock Option      
Securities that are anti-dilutive, awards 286,836    
Restricted Stock Units (RSUs) [Member]      
Securities that are anti-dilutive, awards 2,124,327    
Performance Stock Units (PSUs) [Member]      
Securities that are anti-dilutive, awards 674,638    
[1] Basic and diluted net loss per share of Class A common stock is applicable only for the period from September 12, 2023 through September 30, 2023, which is the period following the Transactions (as defined in Note 1 to the unaudited consolidated financial statements). See Note 14 for the calculation of the number of shares used in computation of net loss per share of Class A common stock and the basis for computation of net loss per share.
v3.23.3
INCOME TAXES (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 12, 2023
Dec. 31, 2022
Provision for income taxes $ 11,156 $ 5,044 $ 17,655 $ 12,490    
Pretax income $ 32,505 $ 134,717 $ 209,788 $ 333,030    
Effective tax rate 34.50% 3.80% 8.40% 3.80%    
Unrecognized tax benefits $ 1,400   $ 1,400     $ 900
Valuation allowances, deferred tax assets $ 15,600   $ 15,600      
WWE [Member]            
Fair value step-up on acquired net assets         $ 3,300,000  
Deferred tax liabilities         $ 383,980  
v3.23.3
RESTRUCTURING CHARGES (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
RESTRUCTURING CHARGES [Abstract]    
Restructuring charges including equity-based compensation expenses $ 31.6 $ 31.6
Equity-based compensation expenses included in restructuring charges $ 16.5 $ 16.5
v3.23.3
RESTRUCTURING CHARGES (Summary of changes in company's restructuring liability) (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
USD ($)
RESTRUCTURING CHARGES [Abstract]  
Balance
Restructuring charges (excluding share-based compensation expense) 15,084
Payments (925)
Balance $ 14,159
v3.23.3
CONTENT PRODUCTION (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
CONTENT PRODUCTION INCENTIVES [Abstract]        
Content production incentives $ 13.1 $ 0.0 $ 13.1 $ 0.0
v3.23.3
COMMITMENTS AND CONTINGENCIES (Narrative) (Details)
 4 Months Ended
Mar. 31, 2015
item
COMMITMENTS AND CONTINGENCIES [Abstract]  
Number of class action lawsuits 5
Number of former fighters with class-action lawsuits 11
v3.23.3
SEGMENT INFORMATION (Narrative) (Details)
 1 Months Ended
Sep. 30, 2023
segment
SEGMENT INFORMATION [Abstract]  
Number of reportable segments 2
v3.23.3
SEGMENT INFORMATION (Schedule of Revenue) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue, Major Customer [Line Items]        
Revenues $ 449,058 $ 340,699 $ 1,060,973 $ 868,376
UFC Segment [Member]        
Revenue, Major Customer [Line Items]        
Revenues 397,520 340,699 1,009,435 868,376
WWE Segment [Member]        
Revenue, Major Customer [Line Items]        
Revenues 51,538   51,538  
Operating Segments [Member] | UFC Segment [Member]        
Revenue, Major Customer [Line Items]        
Revenues 397,520 $ 340,699 1,009,435 $ 868,376
Operating Segments [Member] | WWE Segment [Member]        
Revenue, Major Customer [Line Items]        
Revenues $ 51,538   $ 51,538  
v3.23.3
SEGMENT INFORMATION (Schedule of Reconciliation of Segment Profitability) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information [Line Items]        
Adjusted EBITDA $ 239,711 $ 190,457 $ 585,877 $ 487,970
Equity (earnings) losses of affiliates (671)   309  
Depreciation and amortization     (61,900) (44,945)
Restructuring, severance and impairment (31,600)   (31,600)  
Other adjustments (696) 400 (1,560) (444)
Income before income taxes and equity (earnings) losses of affiliates 32,505 134,717 209,788 333,030
Operating Segments [Member] | UFC Segment [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA 238,339 204,483 612,796 526,463
Operating Segments [Member] | WWE Segment [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA 21,977   21,977  
Reconciling Items [Member]        
Segment Reporting Information [Line Items]        
Equity (earnings) losses of affiliates (671)   309  
Interest expense, net (60,636) (35,319) (172,439) (90,767)
Depreciation and amortization (31,698) (14,947) (61,900) (44,945)
Equity-based compensation expense (24,558) (5,603) (36,142) (18,146)
Merger and acquisition costs (67,579)   (82,514)  
Certain legal costs (6,286) (273) (6,774) (622)
Restructuring, severance and impairment (15,084)   (15,084)  
Other adjustments (694) 402 (1,545) (460)
Corporate [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA $ (20,605) $ (14,026) $ (48,896) $ (38,493)
v3.23.3
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($)
$ in Millions
 1 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Vincent K McMahon [Member]      
Related Party Transaction [Line Items]      
Acquisition related liabilities owed to certain counterparties $ 3.5 $ 3.5  
Probable future payments $ 3.5    
EGH And Its Subsidiaries [Member]      
Related Party Transaction [Line Items]      
Reimbursed costs   $ 9.3 $ 2.9
EGH And Its Subsidiaries [Member] | TKO Group Holdings, Inc. [Member]      
Related Party Transaction [Line Items]      
Company's ownership interest percentage 51.00% 51.00%  
Accrued Expenses [Member] | Vincent K McMahon [Member]      
Related Party Transaction [Line Items]      
Liabilities related to future payments owed $ 7.0 $ 7.0  
v3.23.3
RELATED PARTY TRANSACTIONS (Summary of Provided Services) (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Related Party Transaction [Line Items]          
Revenues   $ 449,058 $ 340,699 $ 1,060,973 $ 868,376
Direct operating costs   130,312 99,619 302,253 243,483
Selling, general and administrative expenses   193,211 56,497 313,033 155,707
Net loss $ (21,886) (21,886)   (21,886)  
EGH And Its Subsidiaries [Member] | Event And Other Licensing Revenues Earned From The Group [Member]          
Related Party Transaction [Line Items]          
Revenues   4,667 2,991 11,122 6,795
EGH And Its Subsidiaries [Member] | Expenses Incurred with the Group Included in Direct Operating Costs [Member]          
Related Party Transaction [Line Items]          
Direct operating costs   7,580 6,756 15,884 13,822
EGH And Its Subsidiaries [Member] | Expenses Incurred with the Group Included in Selling, General and Administrative Expenses [Member]          
Related Party Transaction [Line Items]          
Selling, general and administrative expenses   6,977 6,350 19,729 19,024
EGH And Its Subsidiaries [Member] | Income (Expense) Included within Net Income [Member]          
Related Party Transaction [Line Items]          
Net loss   $ (9,890) $ (10,115) $ (24,491) $ (26,051)
v3.23.3
RELATED PARTY TRANSACTIONS (Outstanding Amounts due to and from Related Party) (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Accounts receivable $ 195,773 $ 45,448
Other current assets 116,611 42,278
Accrued liabilities (244,716) (108,189)
Other current liabilities (2,644) (9,048)
EGH And Its Subsidiaries [Member]    
Related Party Transaction [Line Items]    
Accounts receivable 285  
Other current assets 4,031 23,838
Accrued liabilities (163)  
Other current liabilities $ (3,101) $ (7,631)
v3.23.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2023
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false