v3.25.1
RELATED PARTY TRANSACTIONS
3 Months Ended
Mar. 31, 2025
RELATED PARTY TRANSACTIONS [Abstract]  
RELATED PARTY TRANSACTIONS

18. RELATED PARTY TRANSACTIONS

EGH and its subsidiaries

EGH and its subsidiaries (collectively, the “Group”), which collectively own approximately 60.9% of the voting interest in TKO as of March 31, 2025, provide various services to the Company and, upon consummation of the Transactions, such services are provided pursuant to the Services Agreement which was terminated upon consummation of the Endeavor Asset Acquisition. Additionally, the Company and EGH entered into the Transition Services Agreement effective February 28, 2025. Revenue and expenses associated with such services are as follows (in thousands):

 

 

Three Months Ended

 

 

March 31,

 

 

2025

 

 

2024

 

Event and other licensing revenues earned from the Group

 

$

1,369

 

 

$

1,186

 

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

 

 

5,442

 

 

 

4,370

 

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

 

 

9,520

 

 

 

4,770

 

Interest (income) expense with the Group (3)

 

 

(3,917

)

 

 

3,664

 

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

 

$

(9,676

)

 

$

(11,618

)

 

(1)
These expenses primarily consist of production and consulting services as well as commissions paid to the Group.
(2)
These expenses primarily consist of service fees paid to the Group. These service fees are costs related to representation, executive leadership, back-office and corporate functions and other management services provided by the Group. Beginning in March 2025 expenses associated with the Transitions Services Agreement primarily consist of pass through expenses related to the Acquired Businesses and back-office and corporate function costs.
(3)
The interest (income) expense relate to loans due to or from the Group.

 

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

 

 

 

As of

 

 

 

 

March 31,

 

 

December 31,

 

 

Classification

 

2025

 

 

2024

 

Amounts due from the Group

 

Other current assets

 

$

49,282

 

 

$

30,450

 

Amounts due from the Group

 

Other assets

 

$

47,900

 

 

$

 

Amounts due to the Group

 

Other current liabilities

 

$

(24,201

)

 

$

(12,077

)

 

 

The Company also reimburses the Group for third party costs they incur on the Company’s behalf. The Company reimbursed $0.1 million and $3.3 million of such costs during the three months ended March 31, 2025 and 2024, respectively.

 

Corporate Allocations in Recast Historical Combined Periods

 

In connection with the Company’s common control acquisition of the Acquired Businesses from Endeavor Group Holdings, Inc. and its subsidiaries on February 28, 2025, the historical financial statements have been retrospectively recast to include the combined results of TKO and the Acquired Businesses. During these historical combined periods, certain general corporate expenses incurred by EGH and its subsidiaries were allocated to the Acquired Businesses. These expenses related to centralized support functions provided by EGH and its subsidiaries, such as finance, human resources, information technology, facilities, and legal services (collectively, “General Corporate Expenses”). The General Corporate Expenses were allocated to the Acquired Businesses using reasonable methodologies, including pro rata measures based on headcount, gross profit, or other relevant drivers. These costs are included in the historical combined statements of operations within selling, general and administrative expense, and other (expense) income, net.

 

While management believes the allocation methodologies used for the historical combined periods are reasonable, the amounts may not reflect the actual costs that would have been incurred had the Acquired Businesses operated as standalone companies.

 

The allocations of General Corporate Expenses are reflected in the combined statements of operations as follows (in thousands):

 

 

Three Months Ended

 

 

March 31,

 

 

2025

 

 

2024

 

Selling, general and administrative expenses

 

$

21,698

 

 

$

30,730

 

Other expense, net

 

 

(11

)

 

 

48

 

Total general corporate expenses

 

$

21,687

 

 

$

30,778

 

Non-Controlling Interests

All significant related party transactions between the Acquired Businesses and Endeavor Group Holdings, Inc. and its subsidiaries have been included in the combined financial statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these related party transactions is reflected in the combined statements of cash flows as a financing activity and in the combined balance sheets as a component of nonredeemable non-controlling interest.

Nonredeemable non-controlling interests as of March 31, 2024 in the combined balance sheets and net transfers from parent in the combined statement of stockholders’ equity represent Endeavor Group Holdings Inc.’s historical investment in the Acquired Businesses and include net earnings (loss) after taxes (Endeavor Group Holdings, Inc.’s basis) and the net effect of transactions with and cost allocations from EGH and its subsidiaries. Also included in these line items are the contributions made by the Company during this period. Such balances are reflected in the combined statements of cash flows based on the cash flows made by Endeavor Group Holdings, Inc. These cash flows are included within net transfers to parent within cash flows form financing activities.

The following table summarizes the components of the net transfers to parent in nonredeemable non-controlling interests for the three months ended March 31, 2025 and March 31, 2024:

 

Three Months Ended

 

 

March 31,

 

 

2025

 

 

2024

 

Cash pooling and general financing activities (1)

 

$

(242,698

)

 

$

(24,529

)

Corporate allocations

 

 

21,688

 

 

 

30,778

 

Contributions

 

 

 

 

 

2,790

 

Net transfers (to)/from parent per the Combined Statements of Equity

 

$

(221,010

)

 

$

9,039

 

Equity based compensation expense (2)

 

 

(1,250

)

 

 

(4,745

)

Currency translation adjustments on intercompany transactions

 

 

1,940

 

 

 

5,818

 

Taxes deemed settled with Parent

 

 

3,309

 

 

 

(8,824

)

Net loss on foreign currency transactions

 

 

586

 

 

 

(3,011

)

Distributions not settled in cash

 

 

 

 

 

(644

)

Contract balances retained by Parent and other

 

 

93,900

 

 

 

 

Net transfers to parent per the Combined Statements of Cash Flows

 

$

(122,525

)

 

$

(2,367

)

(1)
The nature of activities includes financing activities for capital transfers, cash sweeps, and other treasury services. As part of this activity, certain cash balances are swept to Endeavor Group Holdings, Inc. on a daily basis under the Endeavor Group Holdings, Inc. Treasury function and the Acquired Businesses receive capital from Endeavor Group Holdings, Inc. for its cash needs.
(2)
Compensation costs associated with the Company’s employees’ participation in Endeavor Group Holdings, Inc. incentive plans have been identified for employees who exclusively support the Company’s operations. Amounts allocated to the Company from the Parent for shared services are reported within total allocated costs in the General Corporate Expenses table above.

Dwayne Johnson

Dwayne Johnson (also known by his stage name “The Rock”) is an actor, film producer, entrepreneur and professional wrestler who has provided talent related services to WWE for decades. Mr. Johnson is represented by talent agency William Morris Endeavor, an affiliate of TKO. On January 23, 2024, the Company’s board of directors appointed Mr. Johnson as a WWE director designee on the TKO Board.

On January 22, 2024, WWE and Mr. Johnson entered into the DJ Services Agreement, pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. WWE also entered into an IP Assignment Agreement with certain affiliates of Mr. Johnson, pursuant to which WWE assigned to Mr. Johnson (via one of his affiliates) “The Rock” trademark and certain related trademarks, service marks, ring names, taglines and other intellectual property assets (the “Assigned IP”).

Under the terms of the DJ Services Agreement, Mr. Johnson further agreed to license the Assigned IP and Mr. Johnson’s name, likeness and certain other intellectual property rights to WWE for use in connection with certain categories of licensed products related to professional wrestling for up to 10 years, subject to certain earlier termination rights.

As consideration for Mr. Johnson’s services pursuant to the DJ Services Agreement, and in respect of the intellectual property grants and licenses made by Mr. Johnson and his affiliates in connection therewith, Mr. Johnson received an RSU award for an aggregate value of $30.0 million. During the three months ended March 31, 2025 and 2024, the Company recorded equity-based compensation expense of $1.0 million and $9.0 million, respectively, associated with this award, which is included within direct operating costs in our consolidated statements of operations.

Mr. Johnson also receives annual royalties from WWE and will be entitled to receive royalties in connection with the sale of licensed products that utilize the Assigned IP and his name, likeness and other intellectual property rights in accordance with the DJ Services Agreement. For the three months ended March 31, 2025 and 2024, the Company paid $0.2 million and $0.1 million, respectively, of royalties that were earned by Mr. Johnson. In addition, Mr. Johnson is entitled to reimbursement for certain travel expenses associated with delivering services under the DJ Services Agreement, of which $0.2 million and $1.9 million was incurred by the Company during the three months ended March 31, 2025 and 2024, respectively, and is included as a component of selling, general and administrative expenses in our consolidated statements of operations.

 

Other Related Parties

As of March 31, 2025, the Company has an equity-method investment in Euroleague Ventures S.A. ("Euroleague"), a related party. For the three months ended March 31, 2025 and 2024, the Company recognized revenue of $4.7 million and $3.5 million, respectively, for a management fee to compensate it for representation and technical services it provides to Euroleague in relation to the distribution of media rights. This revenue is included in the IMG segment. Also, for the three months ended March 31, 2025 and 2024, the Company recognized revenue of $4.8 million and $4.4 million, respectively, for production services provided to

Euroleague which are included in the IMG segment. As of March 31, 2025 and December 31, 2024, the Company had a related party receivable of $2.1 million and $10.9 million, respectively.