Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ENDEAVOR GROUP HOLDINGS, INC. | |
Entity Central Index Key | 0001766363 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40373 | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Address, State or Province | CA | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Class A Common Stock, par value $0.00001 per share | |
Trading Symbol | EDR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Address, Address Line One | 9601 Wilshire Boulevard | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, City or Town | Beverly Hills | |
Entity Address, Postal Zip Code | 90210 | |
Entity Tax Identification Number | 83-3340169 | |
City Area Code | 310 | |
Local Phone Number | 285-9000 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 264,109,869 | |
Common Class X [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 187,258,129 | |
Common Class Y [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 238,154,296 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 1,028,709 | $ 1,008,485 |
Restricted cash | 250,021 | 181,848 |
Accounts receivable | 639,429 | 445,778 |
Deferred costs | 230,305 | 234,634 |
Assets held for sale | 960,677 | 0 |
Other current assets | 200,959 | 194,463 |
Total current assets | 3,310,100 | 2,065,208 |
Property and equipment, net | 598,433 | 613,139 |
Operating lease right-of-use assets | 363,040 | 386,911 |
Intangible assets, net | 1,554,108 | 1,595,468 |
Goodwill | 4,415,891 | 4,181,179 |
Investments | 285,842 | 251,078 |
Other assets | 203,444 | 540,651 |
Total assets | 10,730,858 | 9,633,634 |
Current Liabilities: | ||
Accounts payable | 556,179 | 554,260 |
Accrued liabilities | 503,953 | 322,749 |
Current portion of long-term debt | 75,858 | 212,971 |
Current portion of operating lease liabilities | 60,643 | 58,971 |
Deferred revenue | 636,531 | 606,530 |
Deposits received on behalf of clients | 235,308 | 176,572 |
Liabilities held for sale | 548,846 | 0 |
Other current liabilities | 89,805 | 65,025 |
Total current liabilities | 2,707,123 | 1,997,078 |
Long-term debt | 5,032,543 | 5,712,834 |
Long-term operating lease liabilities | 364,608 | 395,331 |
Other long-term liabilities | 371,902 | 373,642 |
Total liabilities | 8,476,176 | 8,478,885 |
Commitments and contingencies | ||
Redeemable non-controlling interests | 208,890 | 168,254 |
Redeemable equity | 0 | 22,519 |
Shareholders'/Members' Equity: | ||
Additional paid-in capital | 1,580,638 | 0 |
Accumulated deficit | (277,112) | 0 |
Members' Equity: | ||
Members' capital | 0 | 468,633 |
Accumulated other comprehensive loss | (95,811) | (190,786) |
Total Endeavor Group Holdings, Inc./Endeavor Operating Company, LLC shareholders'/members' equity | 1,207,720 | 277,847 |
Nonredeemable non-controlling interests | 838,072 | 686,129 |
Total shareholders'/members' equity | 2,045,792 | 963,976 |
Total liabilities, redeemable interests and shareholders'/members' equity | 10,730,858 | 9,633,634 |
Common Class A [Member] | ||
Shareholders'/Members' Equity: | ||
Common stock value | 2 | 0 |
Common Class B [Member] | ||
Shareholders'/Members' Equity: | ||
Common stock value | 0 | 0 |
Common Class C [Member] | ||
Shareholders'/Members' Equity: | ||
Common stock value | 0 | 0 |
Common Class X [Member] | ||
Shareholders'/Members' Equity: | ||
Common stock value | 1 | 0 |
Common Class Y [Member] | ||
Shareholders'/Members' Equity: | ||
Common stock value | $ 2 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Sep. 30, 2021USD ($)$ / sharesshares |
Net of allowance for doubtful accounts | $ | $ 60,278 |
Common Class A [Member] | |
Common stock, par value | $ / shares | $ 0.00001 |
Common stock, shares authorized | 5,000,000,000 |
Common stock, shares issued | 261,970,674 |
Common Stock, shares outstanding | 261,970,674 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.00001 |
Common stock, shares authorized | 5,000,000,000 |
Common stock, shares issued | 0 |
Common Stock, shares outstanding | 0 |
Common Class C [Member] | |
Common stock, par value | $ / shares | $ 0.00001 |
Common stock, shares authorized | 5,000,000,000 |
Common stock, shares issued | 0 |
Common Stock, shares outstanding | 0 |
Common Class X [Member] | |
Common stock, par value | $ / shares | $ 0.00001 |
Common stock, shares authorized | 5,000,000,000 |
Common stock, shares issued | 187,515,124 |
Common Stock, shares outstanding | 187,515,124 |
Common Class Y [Member] | |
Common stock, par value | $ / shares | $ 0.00001 |
Common stock, shares authorized | 1,000,000,000 |
Common stock, shares issued | 238,154,296 |
Common Stock, shares outstanding | 238,154,296 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Revenue | $ 1,391,303 | $ 864,492 | $ 3,572,157 | $ 2,517,803 | |
Operating expenses: | |||||
Direct operating costs | 673,215 | 422,070 | 1,790,562 | 1,275,997 | |
Selling, general and administrative expenses | 520,626 | 318,933 | 1,686,840 | 1,009,951 | |
Insurance recoveries | (12,233) | (19,563) | (42,100) | (53,523) | |
Depreciation and amortization | 71,661 | 76,471 | 208,058 | 241,669 | |
Impairment charges | 754 | 0 | 4,524 | 175,282 | |
Total operating expenses | 1,254,023 | 797,911 | 3,647,884 | 2,649,376 | |
Operating loss | 137,280 | 66,581 | (75,727) | (131,573) | |
Other (expense) income: | |||||
Interest expense, net | (55,783) | (71,277) | (207,970) | (212,954) | |
Loss on extinguishment of debt | (28,628) | ||||
Other (expense) income, net | (7,719) | 16,409 | (3,001) | 63,576 | |
Income (loss) before income taxes and equity losses of affiliates | 73,778 | 11,713 | 315,326 | 280,951 | |
(Benefit from) provision for income taxes | (7,718) | (941) | 58,285 | 43,614 | |
Income (loss) before equity losses of affiliates | 81,496 | 12,654 | (373,611) | (324,565) | |
Equity losses of affiliates, net of tax | (17,883) | (34,473) | (77,167) | (244,280) | |
Net loss | 63,613 | (21,819) | (450,778) | (568,845) | |
Less: Net loss attributable to non-controlling interests | 21,128 | 58,430 | (141,980) | 32,914 | |
Less: Net loss attributable to Endeavor Operating Company, LLC prior to the reorganization transactions | 0 | (80,249) | (31,686) | (601,759) | |
Net loss attributable to Endeavor Group Holdings, Inc. | $ 42,485 | $ 0 | $ (277,112) | $ 0 | |
Basic | [1] | $ 0.16 | $ (1.07) | ||
Diluted | [1] | $ 0.16 | $ (1.07) | ||
Weighted Average Number of Shares Outstanding, Basic | 262,891,070 | 261,048,116 | |||
Weighted Average Number of Shares Outstanding, Diluted | 435,922,511 | 261,048,116 | |||
[1] | Basic and diluted income (loss) per share of Class A common stock is applicable only for the period from May 1, 2021 through September 30, 2021, which is the period following the initial public offering (“IPO”) and the related Reorganization Transactions (as defined in Note 1 to the unaudited consolidated financial statements). See Note 15 for the calculation of the numbers 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. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ 63,613 | $ (21,819) | $ (450,778) | $ (568,845) |
Change in unrealized gains/losses on cash flow hedges: | ||||
Unrealized gains (losses) on forward foreign exchange contracts | (628) | 184 | (416) | (1,940) |
Reclassification of losses to net loss for forward foreign exchange contracts | (1,475) | 0 | 1,468 | 0 |
Unrealized (losses) gains on interest rate swaps | (41) | (719) | 13,233 | (93,183) |
Reclassification of losses to net income (loss) for interest rate swaps | 7,677 | 8,048 | 22,613 | 14,960 |
Foreign currency translation adjustments | (1,128) | 6,488 | (3,508) | (4,972) |
Reclassification of loss to net income (loss) for business divestiture | 0 | 4,231 | ||
Total comprehensive loss, net of tax | 68,018 | (7,818) | (420,324) | (649,749) |
Less: Comprehensive loss attributable to non-controlling interests | 22,814 | 58,430 | (137,811) | 32,914 |
Less: Net loss attributable to Endeavor Operating Company, LLC prior to the reorganization transactions | 0 | (66,248) | (12,021) | (682,663) |
Comprehensive loss attributable to Endeavor Group Holdings, Inc. | $ 45,204 | $ 0 | $ (270,492) | $ 0 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Interests And Members' Equity - USD ($) $ in Thousands | Total | Prior To The Reorganization And Initial Public Offering [Member] | Subsequent To Reorganization And Initial Public Offering [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Members' Capital [Member] | Members' Capital [Member]Prior To The Reorganization And Initial Public Offering [Member] | Members' Capital [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Members' Capital [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Loss Income [Member] | Accumulated Other Comprehensive Loss Income [Member]Prior To The Reorganization And Initial Public Offering [Member] | Accumulated Other Comprehensive Loss Income [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Member Capital [Member] | Member Capital [Member]Prior To The Reorganization And Initial Public Offering [Member] | Noncontrolling Interest [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Parent [Member] | Parent [Member]Prior To The Reorganization And Initial Public Offering [Member] | Parent [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Parent [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Redeemable Equity [Member] | Redeemable Equity [Member]Parent [Member] | Redeemable Equity [Member]Parent [Member]Prior To The Reorganization And Initial Public Offering [Member] | Redeemable Stock [Member] | Redeemable Stock [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Redeemable Stock [Member]Noncontrolling Interest [Member] | Redeemable Stock [Member]Noncontrolling Interest [Member]Prior To The Reorganization And Initial Public Offering [Member] | Redeemable Stock [Member]Noncontrolling Interest [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Redeemable Stock [Member]Parent [Member] | Nonredeemable Non-controlling Interests [Member]Noncontrolling Interest [Member] | Nonredeemable Non-controlling Interests [Member]Noncontrolling Interest [Member]Prior To The Reorganization And Initial Public Offering [Member] | Nonredeemable Non-controlling Interests [Member]Noncontrolling Interest [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Common Class A [Member] | Common Class A [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Class X Common Stock [Member] | Class X Common Stock [Member]Subsequent To Reorganization And Initial Public Offering [Member] | Class Y Common Stock [Member] | Class Y Common Stock [Member]Subsequent To Reorganization And Initial Public Offering [Member] |
Beginning balance at Dec. 31, 2019 | $ 1,687,583 | $ 1,038,678 | $ (125,404) | $ 913,274 | $ 43,693 | $ 774,309 | ||||||||||||||||||||||||||||||||||
Beginning balance (Accounting Standards Update 2016-13 [Member]) at Dec. 31, 2019 | $ (1,803) | |||||||||||||||||||||||||||||||||||||||
Beginning Balance (shares) at Dec. 31, 2019 | 136,809 | |||||||||||||||||||||||||||||||||||||||
Comprehensive (loss) income | (629,348) | (601,759) | (80,904) | (682,663) | $ (20,401) | 53,315 | ||||||||||||||||||||||||||||||||||
Equity-based compensation expense | 26,887 | 18,922 | 18,922 | 7,965 | ||||||||||||||||||||||||||||||||||||
Contribution | 26,476 | $ 26,476 | 26,476 | |||||||||||||||||||||||||||||||||||||
Distributions | (126,648) | (14,440) | (112,208) | |||||||||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interests subsequent to Reorganization and IPO | 10,281 | 10,281 | 10,281 | (10,281) | ||||||||||||||||||||||||||||||||||||
Redemption of units | (10,806) | (10,806) | (10,806) | |||||||||||||||||||||||||||||||||||||
Acquisition of non-controlling interests | 3,635 | (3,075) | (3,075) | 65,204 | 6,710 | |||||||||||||||||||||||||||||||||||
Business deconsolidation | (1,747) | (1,747) | ||||||||||||||||||||||||||||||||||||||
Reclassification to redeemable equity | (5,703) | (5,703) | (5,703) | 5,703 | ||||||||||||||||||||||||||||||||||||
Distributions | (14,440) | |||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | $ 171,331 | |||||||||||||||||||||||||||||||||||||||
Ending balance (Accounting Standards Update 2016-13 [Member]) at Sep. 30, 2020 | $ (1,803) | $ (1,803) | ||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | 978,807 | 456,771 | (206,308) | 250,463 | $ 49,396 | 49,396 | 728,344 | |||||||||||||||||||||||||||||||||
Ending Balance (shares) at Sep. 30, 2020 | 171,331 | |||||||||||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2020 | 995,873 | 549,420 | (220,309) | 329,111 | 43,693 | 666,762 | ||||||||||||||||||||||||||||||||||
Beginning Balance (shares) at Jun. 30, 2020 | 175,304 | |||||||||||||||||||||||||||||||||||||||
Comprehensive (loss) income | (6,025) | (80,249) | 14,001 | (66,248) | $ (1,793) | 60,223 | ||||||||||||||||||||||||||||||||||
Equity-based compensation expense | 11,909 | 9,756 | 9,756 | 2,153 | ||||||||||||||||||||||||||||||||||||
Distributions | (13,839) | 11,970 | (11,970) | (1,869) | ||||||||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interests subsequent to Reorganization and IPO | 3,588 | 3,588 | 3,588 | |||||||||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interests | 2,180 | (2,180) | ||||||||||||||||||||||||||||||||||||||
Acquisition of non-controlling interests | 2,000 | (3,075) | (3,075) | 1,075 | ||||||||||||||||||||||||||||||||||||
Reclassification to redeemable equity | (5,703) | (5,703) | (5,703) | $ 5,703 | ||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | $ 171,331 | |||||||||||||||||||||||||||||||||||||||
Ending balance (Accounting Standards Update 2016-13 [Member]) at Sep. 30, 2020 | $ (1,803) | $ (1,803) | ||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | 978,807 | 456,771 | (206,308) | 250,463 | $ 49,396 | $ 49,396 | 728,344 | |||||||||||||||||||||||||||||||||
Ending Balance (shares) at Sep. 30, 2020 | 171,331 | |||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 963,976 | (190,786) | 468,633 | 277,847 | $ 22,519 | $ 168,254 | 686,129 | |||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 963,976 | |||||||||||||||||||||||||||||||||||||||
Comprehensive (loss) income | 30,838 | $ (441,243) | $ 19,665 | $ 6,620 | $ (31,686) | $ (12,021) | $ (270,492) | $ (277,112) | $ (4,111) | $ (5,808) | $ 42,859 | $ (170,751) | ||||||||||||||||||||||||||||
Equity-based compensation expense | $ 11,080 | 495,932 | 3,444 | 3,444 | 214,020 | $ 214,020 | 7,636 | 281,912 | ||||||||||||||||||||||||||||||||
Contribution | 5,400 | |||||||||||||||||||||||||||||||||||||||
Distributions | (8,648) | (162) | $ (245) | $ (245) | $ (8,403) | (162) | ||||||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interests subsequent to Reorganization and IPO | 271 | 34,688 | 271 | 271 | 34,688 | 34,688 | (271) | (34,688) | ||||||||||||||||||||||||||||||||
Establishment of non-controlling interests | (2,888) | (2,121) | $ 560 | $ 560 | (2,121) | $ 2,888 | 2,121 | |||||||||||||||||||||||||||||||||
Use of Proceeds Including the UFC Buyout Shares | 42,400,877 | 67,910,105 | 70,946,270 | |||||||||||||||||||||||||||||||||||||
Use of Proceeds Including the UFC Buyout | (835,039) | (11,955) | (714,653) | (702,698) | (120,386) | |||||||||||||||||||||||||||||||||||
Effect of Reorganization | 16,790 | $ (440,977) | (118,311) | 242,017 | 80,645 | $ (22,519) | 5,729 | 135,101 | $ 1 | $ 1 | $ 2 | |||||||||||||||||||||||||||||
Effect of Reorganization shares | 133,712,566 | 122,021,609 | 167,208,026 | |||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock sold in IPO and Private Placement, net of underwriting discounts shares | 81,873,497 | |||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock sold in IPO and Private Placement, net of underwriting discounts | $ 1,886,643 | 1,886,643 | 1,886,642 | $ 1 | ||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock due to exchanges subsequent to Reorganization and IPO shares | 2,426,147 | 1,557,587 | (2,416,590) | |||||||||||||||||||||||||||||||||||||
Equity reallocation between controlling and non-controlling interests | $ (7,426) | 7,426 | 7,426 | |||||||||||||||||||||||||||||||||||||
Establishment of tax receivable agreements liability | (32,081) | (32,081) | (32,081) | |||||||||||||||||||||||||||||||||||||
Non-controlling interests for sale of businesses | (2,868) | (2,868) | ||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 2,045,792 | |||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 2,045,792 | (95,811) | 0 | 1,207,720 | $ 1,580,638 | $ (277,112) | 0 | 208,890 | 838,072 | $ 2 | $ 1 | $ 2 | ||||||||||||||||||||||||||||
Ending Balance (shares) at Sep. 30, 2021 | 261,970,674 | 187,515,124 | 238,154,296 | |||||||||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2021 | 1,950,237 | $ 0 | (98,530) | 1,138,669 | 1,556,791 | (319,597) | 0 | 179,140 | 811,568 | $ 2 | $ 1 | $ 2 | ||||||||||||||||||||||||||||
Beginning Balance (shares) at Jun. 30, 2021 | 261,371,683 | 188,080,383 | 238,154,296 | |||||||||||||||||||||||||||||||||||||
Comprehensive (loss) income | 72,132 | $ 2,719 | 45,204 | $ 42,485 | (4,114) | 26,928 | ||||||||||||||||||||||||||||||||||
Equity-based compensation expense | 60,222 | 55,174 | 55,174 | 5,048 | ||||||||||||||||||||||||||||||||||||
Distributions | (67) | (95) | (95) | (162) | ||||||||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interests subsequent to Reorganization and IPO | 33,821 | 33,821 | 33,821 | (33,821) | ||||||||||||||||||||||||||||||||||||
Establishment of non-controlling interests | $ (43) | $ 43 | $ (43) | |||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock due to exchanges subsequent to Reorganization and IPO shares | 545,951 | (565,259) | ||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock due to vested RSUs subsequent to Reorganization and IPO | 53,040 | |||||||||||||||||||||||||||||||||||||||
Equity reallocation between controlling and non-controlling interests | $ (2,399) | $ 2,399 | $ 2,399 | |||||||||||||||||||||||||||||||||||||
Non-controlling interests for sale of businesses | (2,868) | (2,868) | ||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 2,045,792 | |||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 2,045,792 | $ (95,811) | $ 0 | $ 1,207,720 | $ 1,580,638 | $ (277,112) | $ 0 | $ 208,890 | $ 838,072 | $ 2 | $ 1 | $ 2 | ||||||||||||||||||||||||||||
Ending Balance (shares) at Sep. 30, 2021 | 261,970,674 | 187,515,124 | 238,154,296 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (450,778) | $ (568,845) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 208,058 | 241,669 |
Amortization and write-off of original issue discount and deferred financing cost | 33,887 | 16,659 |
Loss on extinguishment of debt | 28,628 | |
Amortization of content costs | 319,844 | 30,113 |
Impairment charges | 4,524 | 175,282 |
Gain on sale/disposal of assets | (2,408) | (13,553) |
Gain on business acquisition and deconsolidation | (30,999) | |
Equity-based compensation expense | 464,393 | 37,577 |
Change in fair value of contingent liabilities | 14,414 | (7,019) |
Change in fair value of equity investments with and without readily determinable fair value | (12,134) | 4,163 |
Change in fair value of financial instruments | 26,812 | (7,469) |
Equity losses from affiliates | 77,167 | 244,280 |
Net (benefit) provision for allowance for doubtful accounts | (5,837) | 27,915 |
Net loss on foreign currency transactions | 6,156 | 2,175 |
Distributions from affiliates | 3,881 | 6,188 |
Income taxes | 26,048 | 24,028 |
Other, net | (1,431) | 1,237 |
Changes in operating assets and liabilities - net of acquisitions: | ||
(Increase)/decrease in receivables | (298,304) | 263,759 |
Increase in other current assets | (48,510) | (23,438) |
Increase in other assets | (699,667) | (159,477) |
Decrease in deferred costs | 6,883 | 41,401 |
Increase in deferred revenue | 228,995 | 71,577 |
Increase/(decrease) in accounts payable and accrued liabilities | 169,914 | (126,917) |
Increase/(decrease) in other liabilities | 87,534 | (144,346) |
Net cash (used in) provided by operating activities | 188,069 | 105,960 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions, net of cash acquired | (258,493) | (314,708) |
Purchases of property and equipment | (40,974) | (59,904) |
Proceeds from sale of assets | 19,337 | 85,731 |
Investments in affiliates | (139,733) | (32,983) |
Other, net | 11,233 | (1,979) |
Net cash used in investing activities | (408,630) | (323,843) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 319,948 | 1,084,734 |
Payments on borrowings | (974,806) | (493,305) |
Contributions | 5,400 | |
Distributions | (8,836) | (83,460) |
Redemption of units | (16,147) | (16,113) |
Proceeds from equity offering, net of underwriting discounts and offerring expenses | 1,886,643 | |
Acquisition of non-controlling interests | (835,039) | (201,900) |
Payments of contingent consideration related to acquisitions | (2,136) | (2,320) |
Other, net | (3,972) | (16,231) |
Net cash provided by financing activities | 371,055 | 473,305 |
Less: Net change in cash, cash equivalents and restricted cash classified within assets held for sale | (59,504) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,593) | (2,648) |
Increase in cash, cash equivalents and restricted cash | 88,397 | 252,774 |
Cash, cash equivalents and restricted cash at beginning of year | 1,190,333 | 886,073 |
Cash, cash equivalents and restricted cash at end of period | $ 1,278,730 | $ 1,138,847 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | 1. DESCRIPTION OF BUSINESS AND ORGANIZATION Endeavor Group Holdings, Inc. (the “Company” or “EGH”) was incorporated as a Delaware corporation in January 2019. The Company was formed as a holding company for the purpose of completing an initial public offering (“IPO”) and other related transactions in order to carry on the business of Endeavor Operating Company, LLC (d.b.a. Endeavor) and its subsidiaries (collectively, “Endeavor” or “EOC”). As the sole managing member of Endeavor Manager, LLC (“Endeavor Manager”), which in turn is the sole managing member of EOC, the Company operates and controls all the business and affairs of Endeavor, and through Endeavor and its subsidiaries, conducts the Company’s business. The Company is a global entertainment, sports and content company. Prior to the IPO, Endeavor was owned by WME Holdco, LLC (which is referred to as “Holdco” herein and is principally owned by executive employees of the Company), affiliates of Silver Lake (which are collectively referred to as “Silver Lake” herein), and other investors and executive employees of the Company. Initial Public Offering On May 3, 2021, the Company closed an IPO of 24,495,000 shares of Class A common stock at a public offering price of $ 24.00 per share, which included 3,195,000 shares of Class A common stock issued pursuant to the underwriters’ option to purchase additional shares of Class A common stock. This option to purchase additional shares of Class A common stock closed on May 12, 2021. Reorganization Transactions Prior to the closing of the IPO, a series of reorganization transactions (the “Reorganization Transactions”) was completed: EGH’s certificate of incorporation was amended and restated to, among other things, provide for the following common stock: Class of Common Stock Par Value Votes Economic Rights Class A common stock $ 0.00001 1 Yes Class B common stock $ 0.00001 None Yes Class C common stock $ 0.00001 None Yes Class X common stock $ 0.00001 1 None Class Y common stock $ 0.00001 20 None Voting shares of EGH’s common stock will generally vote together as a single class on all matters submitted to a vote of our stockholders; Endeavor Manager became the sole managing member of EOC and EGH became the sole managing member of Endeavor Manager; Endeavor Manager issued to equityholders of certain management holding companies common interest units in Endeavor Manager along with paired shares of its Class X common stock as consideration for the acquisition of Endeavor Operating Company Units held by such management holding companies; For certain pre-IPO investors, EGH issued shares of its Class A common stock, Class Y common stock and rights to receive payments under tax receivable agreements and for certain other pre-IPO investors, EGH issued shares of its Class A common stock as consideration for the acquisition of Endeavor Operating Company Units held by such pre-IPO investors; For holders of Endeavor Operating Company Units which remained outstanding following the IPO, EGH issued paired shares of its Class X common stock and, in certain instances, Class Y common stock, in each case equal to the number of Endeavor Operating Company Units held and in exchange for the payment of the aggregate par value of the Class X common stock and Class Y common stock received; and Certain Endeavor Profits Units, Endeavor Full Catch-Up Profits Units and Endeavor Partial Catch-Up Profits Units remained outstanding following the closing of the IPO. Subsequent to the IPO, the Endeavor Full Catch-up Profits Units were recapitalized and converted into Endeavor Operating Company Units and the Endeavor Partial Catch-Up Profits Units were recapitalized and converted into Endeavor Profits Units. Subsequent to the closing of the IPO, several new and current investors purchased in the aggregate 75,584,747 shares of Class A common stock at a price per share of $ 24.00 (the “Private Placement”). Of these shares, 57,378,497 were purchased from EGH and 18,206,250 were purchased from an existing investor. EGH registered these shares of Class A common stock on a Form S-1 registration statement. Net proceeds from the IPO and the Private Placement, after deducting underwriting discounts and commissions and offering expenses, was $ 1,886.6 million. Subsequent to the closing of the IPO and the Private Placement, through a series of transactions, EOC acquired the equity interests of the minority unitholders of Zuffa, which owns and operates the Ultimate Fighting Championship (the “UFC Buyout”). This resulted in EOC directly or indirectly owning 100 % of the equity interests of Zuffa. In consideration for the minority unitholders’ equity interests of Zuffa, (a) EGH and its subsidiaries issued to certain of such unitholders shares of Class A common stock, Endeavor Operating Company Units, Endeavor Manager Units, shares of Class X common stock and/or shares of Class Y common stock, and (b) EGH used $ 835.7 million of the net proceeds from this offering and the concurrent private placements to purchase Endeavor Operating Company Units (or equity interests of Zuffa) from certain of such holders. In addition, some of those minority unitholders sold their equity interests of EGH to the private placement investors in the concurrent private placement. Proceeds, after the UFC Buyout and payment of underwriting discounts and commissions and certain offering expenses, were contributed to Endeavor Manager in exchange for Endeavor Manager Units. Endeavor Manager then in turn contributed such net proceeds to Endeavor Operating Company in exchange for Endeavor Operating Company Units. See Note 16 for the 2021 Incentive Award Plan, which became effective upon the IPO as well as for the equity-based compensation charges recorded from the impact of the IPO. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |
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 in our prospectus dated April 28, 2021, filed with the SEC on April 30, 2021 pursuant to Rule 424(b) of the Securities Act of 1933, as amended (referred to herein as the “Prospectus”). Certain information and note disclosures normally included in annual financial statements have been condensed or omitted from these interim financial statements. The interim consolidated financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 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. During the fourth quarter of 2020, the Company concluded there was a revision required to the presentation of Zuffa Parent, LLC’s (“Zuffa”) distributions to Silver Lake and the related issuances of common stock units and the convertible promissory note by the Company in the consolidated statements of cash flows for the first three quarters of 2020. Such distributions and related issuances are described in Note 13. The Company originally reported these distributions and the related issuances as financing cash flows rather than correctly presenting them as non-cash financing activities in the supplemental cash flow disclosures. These items had no impact on the reported amount of net cash provided by financing activities for these periods. The Company has revised its statement of consolidated cash flows and the supplemental cash flow disclosures for the nine months ended September 30, 2020 to present these distributions and related issuances as non-cash activities. 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, 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, consolidation, investments, redeemable non-controlling interests, the fair value of equity-based compensation, 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. 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 available to our Class A Common Stockholders by the weighted average number of shares outstanding for the period. Diluted EPS is calculated by dividing the net income available for common stockholders 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 Class A Common Stock issuable in exchange for vested units of Endeavor Manager LLC and Endeavor Operating Company, as well as under the Company’s share based compensation plans (if dilutive), with adjustments to net income available for common stockholders for dilutive potential common shares. The Company may be required to calculate basic EPS using the two-class method as a result of our 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 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 available to common stockholders (used to calculate EPS) is limited to any cumulative prior- period reductions. There was no impact to EPS for adjustments related to our redeemable non-controlling interests. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 3. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323 and Topic 815 (“ASU 2020-01”). ASU 2020-01 clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 with no material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The update removes certain exceptions to the general principles in Topic 740 and simplifies accounting for income taxes in certain areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 with no material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU addresses issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this update on its consolidated financial statements. 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 is permitted upon issuance of this update through December 31, 2022. The Company is currently evaluating the effect of this update on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU provides guidance to help improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and the effect on subsequent revenue recognized by the acquirer. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this update on its consolidated financial statements but is expecting to early adopt in the fourth quarter 2021. |
IMPACT OF THE GLOBAL COVID-19 P
IMPACT OF THE GLOBAL COVID-19 PANDEMIC | 9 Months Ended |
Sep. 30, 2021 | |
Impact Of The Global Covid Nineteen Pandemic [Abstract] | |
IMPACT OF THE GLOBAL COVID-19 PANDEMIC | 4. IMPACT OF THE GLOBAL COVID-19 PANDEMIC In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The COVID-19 pandemic has rapidly changed market and economic conditions globally and has significantly impacted the entertainment and sports industries. The COVID-19 pandemic resulted in various governmental restrictions, including government-mandated stay-at-home orders, travel restrictions and limitations on social or public gatherings, and began to have a significant adverse impact on the Company’s business and operations beginning in March 2020. In particular, this led to a lack of live ticketed events as well as the postponement or cancellation of live sporting events and other in-person events, including concerts, fashion shows, public appearances, and experiential marketing events. In addition, many entertainment productions, including film and television shows, were put on hiatus. While activity has resumed in all of our businesses and restrictions have been lessened or lifted, restrictions could in the future be increased or reinstated. The Company’s events, experiences and experiential marketing businesses primarily generate their revenue from live events and some events remain cancelled, and where live events are able to take place, attendance may be at reduced levels. Overall, the Company expects the recovery will continue but will depend on the general uncertainty surrounding COVID-19. The full magnitude the pandemic will have on the Company’s financial condition, liquidity and future results is uncertain and will depend on the duration of the pandemic, as well as the effectiveness of mass vaccinations and the impact of variants of the virus. Accordingly, the Company’s estimates regarding the magnitude and length of time that these disruptions could continue to have on its results of operations, cash flows and financial condition may change in the future, and such changes could be material. Additionally, changes to estimates related to the COVID-19 disruptions could result in other impacts, including but not limited to, additional goodwill, indefinite lived intangibles, long-lived assets and equity-method investment impairment charges, and increased valuation allowances for deferred tax assets. Such changes will be recognized in the period in which they occur. Liquidity The ongoing COVID-19 pandemic has had a significant impact on the Company’s cash flows from operations. The Company’s primary need for liquidity is to fund working capital requirements, debt service obligations, acquisitions and capital expenditures. As of September 30, 2021, cash and cash equivalents totaled $ 1,028.7 million, including cash held at non-wholly owned consolidated subsidiaries where cash distributions may be subject to restriction under applicable operating agreements or debt agreements and due to such restrictions, may not be readily available to service obligations outside of those subsidiaries. These balances, which primarily consist of Endeavor China and OLE, were $ 118.9 million as of September 30, 2021. The Company believes that existing cash, cash generated from operations and available capacity for borrowings under its credit facilities will satisfy working capital requirements, capital expenditures, and debt service requirements for at least the succeeding year. |
ACQUISITIONS AND DECONSOLIDATIO
ACQUISITIONS AND DECONSOLIDATION | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DECONSOLIDATION | 5. ACQUISITIONS AND DECONSOLIDATION 2021 ACQUISITIONS FlightScope, Next College Student Athlete and Mailman In April 2021, the Company acquired the issued and outstanding equity interests of EDH Tennis Limited, the holding company of FlightScope Services sp. z o.o., comprising the services business of FlightScope (collectively, “FlightScope”). FlightScope is a data collection, audio-visual production and tracking technology specialist for golf and tennis events. In June 2021, the Company acquired the Path-to-College business of Reigning Champs, LLC, whose primary business is Next College Student Athlete (collectively, with the other acquired Path-to-College businesses, “NCSA”). NCSA consists of companies that offer recruiting and admissions services and related software products to high school student athletes, as well as college athletic departments and admissions officers. In July 2021, the Company acquired 100 % of the equity interests of Wishstar Enterprises Limited, the holding company of multiple entities (collectively, "Mailman"). Mailman is a digital sports agency and consultancy serving global sports properties. The combined aggregate purchase price for these three acquisitions was $ 290.8 million. The Company incurred $ 4.6 million in transaction related costs in connection with these acquisitions. The costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The goodwill for FlightScope and NCSA was assigned to the Events, Experiences & Rights segment and the goodwill for Mailman was assigned to the Representation and Events, Experiences & Rights segments. The goodwill is partially deductible for tax purposes. T he weighted average life of finite-lived intangible assets acquired for FlightScope, NCSA and Mailman is 4.4 , 5.2 and 7.6 years, respectively. The results of FlightScope, NCSA and Mailman have been included in the consolidated financial statements since the dates of acquisition. For the nine months ended September 30, 2021, FlightScope’s, NCSA’s and Mailman's consolidated revenue and net loss included in the consolidated statement of operations from the acquisition dates were $ 53.4 million and $ 2.6 million, respectively. Preliminary Allocation of Purchase Price The acquisitions were accounted for as business combinations and the preliminary fair values of the assets acquired and liabilities assumed in the business combinations are as follows (in thousands): FlightScope NCSA Mailman Cash and cash equivalents $ 1,042 $ 3,655 $ 16,598 Accounts receivable 475 5,619 11,292 Deferred costs 94 1,096 476 Other current assets 1,640 10,238 1,713 Property and equipment 1,089 2,804 585 Right of use assets 1,272 4,951 359 Other assets 1,056 5,472 2,172 Intangible assets: Trade names — 21,100 800 Customer relationships 2,700 10,000 12,400 Internally developed software 15,400 37,100 — Goodwill 33,550 193,030 21,350 Accounts payable and accrued expenses ( 806 ) ( 20,855 ) ( 16,137 ) Other current liabilities ( 187 ) ( 10,318 ) ( 2,958 ) Operating lease liability ( 1,272 ) ( 4,951 ) ( 359 ) Deferred revenue ( 631 ) ( 37,636 ) ( 972 ) Other liabilities ( 4,334 ) ( 24,508 ) ( 4,445 ) Net assets acquired $ 51,088 $ 196,797 $ 42,874 The estimated fair value of assets acquired and liabilities assumed are preliminary and subject to change as we finalize purchase price allocations, which is expected within one year of the respective acquisitions. 2020 ACQUISITIONS On Location Events, LLC In January 2020, the Company acquired On Location Events, LLC, dba On Location Experiences (“OLE”) for total consideration of $ 441.1 million consisting of cash consideration of $ 366.4 million; rollover equity, representing 13.5 % of the equity interest of OLE, valued at $ 65.2 million and a contingent premium payment, as discussed below, valued at $ 9.5 million. The rollover equity is held by 32 Equity, LLC (“32 Equity”), the strategic investment firm affiliated with the National Football League (“NFL”). OLE is party to a Commercial License Agreement (“CLA”) with NFL Properties, LLC, an affiliate of the NFL, which provides OLE with the right to operate as the official hospitality partner of the NFL. As part of the acquisition, the Company entered into an Amended and Restated Limited Liability Company Agreement of OLE’s parent entity, Endeavor OLE Parent, LLC (“OLE Parent”), with 32 Equity. The terms of the agreement provide 32 Equity with certain call rights to acquire additional common units in OLE Parent and liquidity rights. At any time on or prior to April 1, 2022, 32 Equity has the right to purchase that amount of additional common units of OLE Parent from the Company that would result in 32 Equity having an aggregate ownership percentage interest in OLE Parent of 32 %, at a price per unit equal to the original acquisition price of its rollover equity. Between April 1, 2022 and April 1, 2024, 32 Equity has an additional right to purchase that amount of additional common units of OLE Parent from the Company that would result in 32 Equity having an aggregate percentage interest in OLE Parent equal to 44.9 % at a price per unit equal to the greater of the original acquisition price of its rollover equity and an amount based on a 15x EBITDA multiple of OLE Parent. The agreement also provides 32 Equity with certain rights to put its common units in OLE Parent to the Company upon a termination of the CLA or its option on or after January 2, 2025 (the “Lockup Period”). The Company also has certain call rights to require 32 Equity to sell its common units in OLE Parent to the Company upon a termination of the CLA in the event aforementioned put rights are not exercised. The put/call price is an amount equal to fair market value and the exercise of these put/call rights may give rise to an obligation of the Company to make a premium payment to 32 Equity in certain circumstances. At any time following the Lockup Period, 32 Equity will be entitled to a $ 41.0 million premium payment from the Company if both (i) 32 Equity or the Company exercise the put/call rights described above or there is a sale or IPO of OLE Parent and (ii) certain performance metrics based on average OLE gross profit or NFL related business gross profit are achieved. The $41.0 million premium payment will also be payable if, prior to January 2, 2026, a sale or IPO of OLE Parent occurs or if 32 Equity exercises its put rights following a termination of the CLA due to an OLE event of default (in which case the $41.0 million premium payment may be subject to proration). On Location Experiences is a premium experiential hospitality business that serves iconic rights holders with extensive experience in ticketing, curated hospitality, live event production and travel management in the worlds of sports and entertainment. Operations include Anthony Travel, CID Entertainment, Future Beat, Kreate Inc., PrimeSport and Steve Furgal’s International Tennis Tours. OLE is included in the Events, Experiences & Rights segment. The Company incurred $ 13.7 million of transaction related costs in connection with the acquisition. These costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The goodwill for the OLE acquisition was assigned to the Events, Experiences & Rights segment. Goodwill was primarily attributable to the go-to-market synergies expected to arise as a result of the acquisition and other intangible assets that do not qualify for separate recognition. The goodwill is partially deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired is 10.7 years. Allocation of Purchase Price The acquisition was accounted for as a business combination and the fair values of the assets acquired and the liabilities assumed in the business combination are as follows (in thousands): OLE Cash and cash equivalents $ 45,230 Restricted cash 86 Accounts receivable 10,316 Deferred costs 99,184 Other current assets 53,893 Property and equipment 4,361 Operating lease right-of-use assets 3,509 Other assets 74,193 Intangible assets: Trade names 75,400 Customer and client relationships 198,819 Goodwill 387,542 Accounts payable and accrued expenses ( 55,927 ) Other current liabilities ( 28,224 ) Deferred revenue ( 175,790 ) Debt ( 217,969 ) Operating lease liabilities ( 3,509 ) Other long-term liabilities ( 24,377 ) Non-redeemable non-controlling interest ( 5,635 ) Net assets acquired $ 441,102 Other 2020 Acquisition On March 20, 2020, the Company acquired the remaining 50 % of the membership interests of PIMGSA LLP for a total transaction price of $ 37.0 million, which is to be paid on various dates and amounts. Prior to the acquisition, the Company owned a 50 % membership interest of PIMGSA LLP and was accounted for under the equity method. PIMGSA LLP trades under the name FC Diez Media and provides a complete and global sports media service, sponsorship and digital agency, formed exclusively to serve the South American Football Confederation. The Company recorded $ 8.6 million and $ 46.4 million of goodwill and a finite-lived contract based intangible asset, respectively. The finite-lived intangible asset has a useful life of 2 years . The Company also recognized a gain of $ 27.1 million for the difference between the carrying value and fair value of the previously held membership interest. The gain was included in other income, net in the consolidated statement of operations. 2020 DECONSOLIDATION In 2011, the Company and Asian Tour Limited (“AT”) formed a venture, Asian Tour Media Pte Ltd. LTD (“ATM”), for the commercial exploitation of certain Asian Tour events. As of December 31, 2019, ATM was a consolidated subsidiary of the Company as the Company had control over ATM’s operating decisions. The shareholders’ agreement included a provision whereby, if certain financial conditions were met as of December 31, 2019, a change in the corporate governance structure would be implemented as of January 1, 2020. Such financial conditions were met as of December 31, 2019, resulting in a change in the corporate governance such that the Company no longer maintains control over the operating decisions of ATM. The Company determined that the 50 % ownership interest would be accounted for under the equity method as of January 1, 2020. On January 1, 2020, the Company derecognized all the assets and liabilities of ATM and recognized an $ 8.1 million gain for the difference between the carrying value of the assets and liabilities and fair value of the Company’s 50% ownership interest. The gain was included in other income, net in the consolidated statement of operations. |
HELD FOR SALE
HELD FOR SALE | 9 Months Ended |
Sep. 30, 2021 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |
HELD FOR SALE | 6. HELD FOR SALE In February 2021, the Company signed a new franchise agreement and side letter (the “Franchise Agreements”) directly with the Writer’s Guild of America East and the Writer’s Guild of America West (collectively, the “WGA”). These Franchise Agreements include terms that, among other things, prohibit the Company from (a) negotiating packaging deals after June 30, 2022 and (b) having more than a 20% non-controlling ownership or other financial interest in, or being owned or affiliated with any individual or entity that has more than a 20% non-controlling ownership or other financial interest in, any entity or individual engaged in the production or distribution of works written by WGA members under a WGA collective bargaining agreement. See Note 20 for additional information regarding the Franchise Agreements. As a result, in the third quarter, the Company began marketing the restricted Endeavor Content business for sale and due to the progression of the sale process determined that it met all of the criteria to be classified as held for sale as of September 30, 2021. The restricted Endeavor Content business is included in the Company's Representation segment. The major classes of assets and liabilities held for sale, respectively, in the consolidated balance as of September 30, 2021, were as follows (in thousands): Cash and cash equivalents $ 58,506 Restricted cash 998 Accounts receivable 125,600 Other current assets 35,531 Property and equipment 124 Operating lease right-of-use assets 136 Goodwill 10,808 Investments 14,682 Other assets 714,292 Total assets held for sale $ 960,677 Accounts payable and accrued expenses $ 34,517 Deposits received on behalf of clients 230 Deferred revenue 239,623 Other current liabilities 1,214 Debt 223,038 Operating lease liabilities 125 Other long-term liabilities 50,099 Total liabilities related to assets held for sale $ 548,846 |
SUPPLEMENTARY DATA
SUPPLEMENTARY DATA | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTARY DATA | Content Costs The following table presents the Company’s unamortized content costs, including the components of content costs predominantly monetized on a title-by-title basis and as a film group (in thousands): September 30, December 31, 2021 2020 Licensed program rights, net of accumulated amortization $ 15,724 $ 19,793 Produced programming: Released, net of accumulated amortization 2,899 4,806 In production 8,218 314,214 In development 624 37,392 Total content costs $ 27,465 $ 376,205 Content cost monetized on a title-by-title basis $ 6,769 $ 358,207 Content cost monetized as a film group 20,696 17,998 Total content costs $ 27,465 $ 376,205 Amortization of content costs was $ 246.5 million and $ 5.0 million for the three months ended September 30, 2021 and 2020, respectively. Of the $ 246.5 million for the three months ended September 30, 2021, $ 243.9 million was monetized on a title-by-title basis and $ 2.6 million was monetized as a film group. Of the $ 5.0 million for the three months ended September 30, 2020, $ 2.4 million was monetized on a title-by-title basis and $ 2.6 million was monetized as a film group. As of September 30, 2021, $ 583.9 million of content assets were classified as assets held for sale. Amortization of content costs was $ 319.8 million and $ 30.1 million for the nine months ended September 30, 2021and 2020, respectively. Of the $ 319.8 million for the nine months ended September 30, 2021, $ 312.7 million was monetized on a title-by-title basis and $ 7.1 million was monetized as a film group. Of the $ 30.1 million for the nine months ended September 30, 2020, $ 24.0 million was monetized on a title-by-title basis and $ 6.1 million was monetized as a film group. Accrued Liabilities The following is a summary of accrued liabilities (in thousands): September 30, December 31, 2021 2020 Accrued operating expenses $ 221,078 $ 155,142 Payroll, bonuses and benefits 225,436 100,630 Other 57,439 66,977 Total accrued liabilities $ 503,953 $ 322,749 Allowance for Doubtful Accounts The changes in the allowance for doubtful accounts are as follows (in thousands): Balance at Additions/Charged Balance at Beginning (Credited) to Costs Foreign Assets Held End of of Year and Expenses Deductions Exchange for Sale Period Nine months ended September 30, 2021 $ 67,975 $ 3,461 $ ( 9,298 ) $ ( 623 ) $ ( 1,237 ) $ 60,278 Supplemental Cash Flow The Company’s supplemental cash flow information is as follows (in thousands): Nine Months Ended September 30, 2021 2020 Supplemental information: Cash paid for interest $ 145,966 $ 183,694 Cash payments for income taxes 27,185 31,457 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued $ 15,931 $ 2,745 Contingent consideration provided in connection with acquisitions 4,472 9,947 Accretion of redeemable non-controlling interests 34,417 ( 10,281 ) Accrued redemption of units included in accrued liabilities and — 17,396 Issuance of Class A Common Units — 26,476 Issuance of promissory note — 15,885 Establishment and acquisition of non-controlling interests 3,087,301 — Establishment of tax receivable agreements liability 32,081 — |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying value of goodwill are as follows (in thousands): Owned Sports Properties Events, Experiences & Rights Representation Total Balance — December 31, 2020 $ 2,674,038 $ 1,011,217 $ 495,924 $ 4,181,179 Acquisitions — 238,385 15,134 253,519 Impairment — ( 1,979 ) ( 2,545 ) ( 4,524 ) Assets held for sale — — ( 10,808 ) ( 10,808 ) Foreign currency translation and other — ( 1,351 ) ( 2,124 ) ( 3,475 ) Balance — September 30, 2021 $ 2,674,038 $ 1,246,272 $ 495,581 $ 4,415,891 Intangible Assets The following table summarizes information relating to the Company’s identifiable intangible assets as of September 30, 2021 (in thousands): Weighted Average Gross Accumulated Carrying Amortized: Trade names 17.3 $ 990,937 $ ( 276,005 ) $ 714,932 Customer and client relationships 6.7 1,336,213 ( 985,996 ) 350,217 Internally developed technology 3.9 118,828 ( 58,271 ) 60,557 Other 4.3 45,355 ( 45,109 ) 246 2,491,333 ( 1,365,381 ) 1,125,952 Indefinite-lived: Trade names 339,460 — 339,460 Owned events 88,696 — 88,696 Total intangible assets $ 2,919,489 $ ( 1,365,381 ) $ 1,554,108 The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2020 (in thousands): Weighted Average Gross Accumulated Carrying Amortized: Trade names 17.5 $ 970,595 $ ( 232,158 ) $ 738,437 Customer and client relationships 6.7 1,317,083 ( 907,889 ) 409,194 Internally developed technology 4.4 61,539 ( 46,126 ) 15,413 Other 4.3 45,317 ( 44,251 ) 1,066 2,394,534 ( 1,230,424 ) 1,164,110 Indefinite-lived: Trade names 341,272 — 341,272 Owned events 90,086 — 90,086 Total intangible assets $ 2,825,892 $ ( 1,230,424 ) $ 1,595,468 Intangible asset amortization expense was $ 48.6 million and $ 55.3 million for the three months ended September 30, 2021 and 2020, respectively, and $ 141.0 million and $ 178.8 million for the nine months ended September 30, 2021and 2020, respectively. During the six months ended June 30, 2020, the Company performed an interim impairment review due to the impact of the COVID-19 pandemic on the Company’s business. As a result of the interim impairment test, the Company recorded total non-cash impairment charges of $ 137.3 million for goodwill and $ 38.0 million for intangible assets driven by lower projections. Of these charges, all of the goodwill and $ 31.8 million of the intangible assets were recorded within the Company’s Events, Experiences & Rights segment and $ 6.2 million of the intangible assets was recorded to the Company’s Representation segment. The Company determines the fair value of each reporting unit based on discounted cash flows using an applicable discount rate for each reporting unit. Intangible assets were valued based on a relief from royalty method or an excess earnings method. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS The following is a summary of the Company’s investments (in thousands): September 30, December 31, 2021 2020 Equity method investments $ 193,255 $ 177,663 Equity investments without readily determinable fair values 91,808 66,378 Equity investments with readily determinable fair values 779 7,037 Total investments $ 285,842 $ 251,078 Equity Method Investments As of September 30, 2021 and December 31, 2020, the Company held various investments in non-marketable equity instruments of private companies. As of September 30, 2021 , the Company’s equity method investments are primarily comprised of Learfield IMG College and Sports News Television Limited. The Company’s ownership of its equity method investments ranges from 5 % to 50 % as of September 30, 2021. As of September 30, 2021, the Company’s ownership in Learfield IMG College was approximately 42 %. The Company’s share of the net loss of Learfield IMG College for the three and nine months ended September 30, 2021 was $ 14.8 million and $ 76.3 million, respectively, and is recognized within equity losses of affiliates in the consolidated statements of operations. For the three and nine months ended September 30, 2020 , the Company’s share of the net loss of Learfield IMG College was $ 31.4 million and $ 238.9 million, respectively, and is recognized within equity losses of affiliates in the consolidated statements of operations. The results of Learfield IMG College include a charge as a result of its annual goodwill and indefinite lived intangibles assets impairment test, primarily due to continued losses and the impact of COVID-19 on Learfield’s IMG College’s business. In addition, during the nine months ended September 30, 2020, the Company recorded total other-than-temporary impairment charges of $ 5.9 million for one of its other equity method investments, which has been recorded in equity losses of affiliates in the consolidated statement of operations. Equity Investments without Readily Determinable Fair Values As of September 30, 2021 and December 31, 2020, the Company held various investments in non-marketable equity instruments of private companies. For each of the three and nine months ended September 30, 2021 , the Company recorded an increase in fair value of $ 0.9 million for its equity investments without readily determinable fair values. For the three months ended September 30, 2021 , the Company sold no investments. For the nine months ended September 30, 2021 , the Company sold investments for net proceeds of $ 4.8 million and recorded related gains of $ 2.6 million. For the three and nine months ended September 30, 2020 , the Company recorded a net increase (decrease) of $ 1.3 million and $( 2.4 ) million, respectively, for its equity investments without readily determinable fair values in other income (expense), net in the consolidated statements of operations. The net increase (decrease) recorded was due to observable price changes and impairment charges due to uncertainty in the investments’ ability to continue as a going concern. Equity Investments with Readily Determinable Fair Values As of September 30, 2021, the Company had two investments in publicly traded companies. During the three months ended September 30, 2021, the Company sold no investments in publicly traded companies. During the nine months ended September 30, 2021 , the Company sold two investments in publicly traded companies for total net proceeds of $ 11.5 million. As of September 30, 2021 and December 31, 2020, the Company’s equity investments with readily determinable fair values were valued at $ 0.8 million and $ 7.0 million, respectively. For the three and nine months ended September 30, 2021 and 2020 , the Company recorded (losses) gains of $( 0.1 ) million, $ 5.1 million, $ 0.3 million and $ 1.1 million, respectively, due to the change in fair value in other income, net in the consolidated statements of operations. See Note 11 for additional information regarding fair value measurements for these equity investments. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Financial Instrument Disclosure [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses denominated in various foreign currencies (i.e., cash flow hedges). The Company also enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. In addition, the Company enters into interest rate swaps to hedge certain of its interest rate risks on its debt. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. As of September 30, 2021 , the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 12 months from September 30, 2021) (in thousands except for exchange rates): Foreign Currency Foreign US Dollar Weighted Average British Pound Sterling £ 24,500 in exchange for $ 33,781 £ 0.73 Canadian Dollar (*) C$ 35,717 in exchange for $ 27,410 C$ 1.30 Swedish Krona kr 4,500 in exchange for $ 526 kr 8.56 Australian Dollar (*) AUD$ 14,300 in exchange for $ 10,639 AUD$ 1.34 Singapore Dollar S$ 1,300 in exchange for $ 960 S$ 1.35 (*) C$ 35,717 and AUD$ 14,300 of the outstanding forward foreign exchange contracts are related to assets held for sale For forward foreign exchange contracts designated as cash flow hedges, the Company recognized net gains (losses) in accumulated other comprehensive income (loss) of $( 0.6 ) million and $ 0.2 million for the three months ended September 30, 2021 and 2020 , respectively, and $( 0.4 ) million and $( 2.0 ) million for the nine months ended September 30, 2021and 2020 , respectively. The Company reclassified a $ 1.5 million gain into net income (loss) for the three and nine months ended September 30, 2021 . The Company did no t reclassify any gains or losses into net loss for three and nine months ended September 30, 2020. For forward foreign exchange contracts not designated as cash flow hedges, the Company recorded a net gain (loss) of $ 0.6 million and $( 0.6 ) million for the three months ended September 30, 2021 and 2020 , respectively, and $ 1.4 million and $ 0.6 million for the nine months ended September 30, 2021and 2020, respectively, in other income, net in the consolidated statements of operations. In certain circumstances, the Company enters into contracts that are settled in currencies other than the functional or local currencies of the contracting parties. Accordingly, these contracts consist of the underlying operational contract and an embedded foreign currency derivative element. Hedge accounting is not applied to the embedded foreign currency derivative element. The Company recorded a net gain (loss) of $( 1.2 ) million and $( 2.2 ) million for the three months ended September 30, 2021 and 2020 , respectively, and $( 10.4 ) million and $ 11.0 million for the nine months ended September 30, 2021and 2020, respectively, in other income, net in the consolidated statements of operations. In addition, the Company has entered into interest rate swaps for portions of its 2014 Credit Facilities and other variable interest bearing debt and has designated them cash flow hedges. For the three months ended September 30, 2021 and 2020 , the Company recorded losses of $( 0.1 ) million and $( 0.7 ) million in accumulated other comprehensive income (loss) and reclassified losses of $( 7.7 ) million and $( 8.1 ) million into net income (loss), respectively. For the nine months ended September 30, 2021and 2020 , the Company recorded gains (losses) of $ 13.2 million and $( 93.2 ) million in accumulated other comprehensive income (loss) and reclassified gains (losses) of $( 22.6 ) million and $ 15.0 million into net income (loss), respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value hierarchy is composed of the following three categories: Level 1 —Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 —Inputs to the valuation methodology are unobservable and significant to the fair value measurements. The following tables present, for each of the fair value hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of September 30, 2021 Level I Level II Level III Total Assets: Investments in equity securities with readily determinable fair values $ 779 $ — $ — $ 779 Forward foreign exchange contracts — 460 — 460 Total $ 779 $ 460 $ — $ 1,239 Liabilities: Contingent consideration $ — $ — $ 25,421 $ 25,421 Interest rate swaps — 71,834 — 71,834 Forward foreign exchange contracts — 10,187 — 10,187 Total $ — $ 82,021 $ 25,421 $ 107,442 Fair Value Measurements as of December 31, 2020 Level I Level II Level III Total Assets: Investments in equity securities with readily determinable fair values $ 7,037 $ — $ — $ 7,037 Forward foreign exchange contracts — 1,794 — 1,794 Total $ 7,037 $ 1,794 $ — $ 8,831 Liabilities: Contingent consideration $ — $ — $ 9,026 $ 9,026 Interest rate swaps — 107,909 — 107,909 Forward foreign exchange contracts — 5,023 — 5,023 Total $ — $ 112,932 $ 9,026 $ 121,958 There have been no transfers of assets or liabilities between the fair value measurement classifications during the nine months ended September 30, 2021. Investments in Equity Securities with Readily Determinable Fair Values The estimated fair value of the Company’s equity securities with readily determinable fair values is based on observable inputs in an active market, which is a Level 1 measurement within the fair value hierarchy. Contingent Consideration The Company has recorded contingent consideration liabilities in connection with its acquisitions. Contingent consideration is included in current liabilities and other long-term liabilities in the consolidated balance sheets. Changes in fair value are recognized in selling, general and administrative expenses. The estimated fair value of the contingent consideration is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The changes in the fair value of contingent consideration were as follows (in thousands): Nine Months Ended September 30, 2021 Balance at December 31, 2020 $ 9,026 Acquisitions 4,472 Payments ( 2,491 ) Change in fair value 14,414 Balance at September 30, 2021 $ 25,421 Foreign Currency Derivatives The Company classifies its foreign currency derivatives within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note 10). As of September 30, 2021 and December 31, 2020 , the Company had $ 0.5 million and $ 1.8 million in other current assets, $ 0.2 million and none in assets held for sale, $ 3.2 million and $ 4.3 million in other current liabilities, $ 1.2 million and none in liabilities held for sale, and $ 6.9 million and $ 0.7 million in other long-term liabilities, respectively, recorded in the consolidated balance sheets related to the Company’s foreign currency derivatives. Interest Rate Swaps The Company classifies its interest rate swaps within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note 10 ). The fair value of the swaps was $ 71.8 million and $ 107.9 million as of September 30, 2021 and December 31, 2020 , respectively, and was included in other long-term liabilities in the consolidated balance sheets. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following is a summary of outstanding debt (in thousands): September 30, December 31, 2021 2020 2014 Credit Facilities: First Lien Term Loan (due May 2025 ) $ 2,793,581 $ 3,074,230 Revolving Credit Facility (due May 2024 ) — 163,057 Zuffa Credit Facilities: Zuffa First Lien Term Loan (due April 2026 ) 2,248,517 2,447,064 Other debt ( 2.46 %- 14.50 % Notes due at various dates through 2031 ) 132,119 339,519 Total principal 5,174,217 6,023,870 Unamortized discount ( 22,364 ) ( 40,982 ) Unamortized issuance costs ( 43,452 ) ( 57,083 ) Total debt 5,108,401 5,925,805 Less: current portion ( 75,858 ) ( 212,971 ) Total long-term debt $ 5,032,543 $ 5,712,834 2014 Credit Facilities The financial debt covenants did not apply as of December 31, 2020 , as the Company amended the 2014 Credit Facilities receiving a waiver from the financial covenant for the test periods ended June 30, 2020, September 30, 2020 and December 31, 2020. In April 2021, the Company received a waiver from the financial covenant for the test periods ending June 30, 2021, September 30, 2021 and December 31, 2021. Also, in April 2021, the Revolving Credit Facility maturity date was extended from May 2023 to May 2024 . On June 29, 2021, the Company repaid $ 256.7 million related to the First Lien Term Loan. The Company paid a $ 28.6 million redemption premium related to the First Lien Term loan that was recorded in the consolidated statement of operations as loss on extinguishment of debt in the nine months ended September 30, 2021 . In addition, on June 29, 2021, the Company repaid $ 163.1 million related to the Revolving Credit Facility. No borrowings related to the Revolving Credit Facility were outstanding as of September 30, 2021. The Company had outstanding letters of credit under the 2014 Credit Facilities totaling $ 26.0 million and $ 24.8 million as of September 30, 2021 and December 31, 2020, respectively. Zuffa Credit Facilities In January 2021, the Company completed a refinancing of the Zuffa First Lien Term Loan and the Term Loan Add-on into a single term loan (the “New First Lien Term Loan”), which reduced the annual interest rate margin by 25 basis points to 3.00% for LIBOR loans and reduced the LIBOR floor by 25 basis points to 0.75% . The annual interest rate margin applicable to the New First Lien Term Loan is subject to a 25 basis point step-down to 2.75% for LIBOR loans if the First Lien Leverage Ratio is below 3.5-to-1 . With the exception of the interest rate margin and the LIBOR floor, the New First Lien Term Loan has similar terms and conditions as the Zuffa First Lien Term Loan and Term Loan Add-on. On June 29, 2021, the Company repaid $ 180.2 million related to the Zuffa Credit Facilities. No redemption premium fees were incurred in connection with the payment. The financial debt covenants of the Zuffa Credit Facilities did not apply as of September 30, 2021 and December 31, 2020 , as Zuffa did not utilize greater than thirty-five percent of the borrowing capacity. Zuffa had outstanding letters of credit under the Zuffa Credit Facilities totaling $ 10.0 million as of September 30, 2021 and December 31, 2020. Other Debt OLE Revolver The OLE revolving credit agreement contains a financial covenant that requires OLE to maintain a First Lien Leverage Ratio of Consolidated First Lien Debt to Consolidated EBITDA, as defined in the credit agreement, of no more than 3 -to-1. The Company is only required to meet the First Lien Leverage Ratio if the sum of outstanding borrowings on the Revolving Credit Facility plus outstanding letters of credit exceeding $ 2.0 million that are not cash collateralized exceeds forty percent of the total Revolving Commitments as measured on a quarterly basis, as defined in the credit agreement. As of September 30, 2021, the Company was in compliance with the financial debt covenants. In August 2021, OLE increased its borrowing capacity under its revolving credit agreement from $ 20.0 million to $ 42.9 million and the maturity date was extended from February 2025 to the earlier of August 2026 or the date that is 91 days prior to the maturity date of the term loans under the 2014 Credit Facilities. OLE had no letters of credit outstanding under the revolving credit agreement as of September 30, 2021 and December 31, 2020. Receivables Purchase Agreement As of September 30, 2021 and December 31, 2020 , the debt outstanding under these arrangements was $ 50.5 million and $ 83.7 million, respectively. Endeavor Content Capital Facility In February 2021, the Company increased its capacity under its Endeavor Content Capital Facility from $ 200.0 million to $ 325.0 million and in July 2021, the Company further increased the total capacity to $ 430.0 million. As of September 30, 2021 and December 31, 2020 , the Endeavor Content Capital Facility had $ 204.6 million and $ 153.9 million of borrowings outstanding, respectively, and no outstanding letters of credit. The borrowing amount outstanding as of September 30, 2021 was classified as liabilities held for sale. Zuffa Secured Commercial Loans As of September 30, 2021 and December 31, 2020 , Zuffa was in compliance with its financial debt covenant under the Zuffa Secured Commercial Loans. 2014 Credit Facilities and Zuffa Credit Facilities The 2014 Credit Facilities and the Zuffa Credit Facilities restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company. These restrictions do 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 of September 30, 2021, EGH held cash of $ 76.4 million and tax receivable agreements liability of $ 32.1 million. As of December 31, 2020 , EOC held cash of $ 63.3 million; liabilities for redemption of units and future incentive awards of $ 53.9 million and $ 11.9 million, respectively; and liabilities and redeemable equity for unit put rights of $ 28.4 million. Otherwise, EGH and EOC have no material separate cash flows, assets or liabilities other than the investments in its subsidiaries. All its business operations are conducted through its operating subsidiaries; it has no material independent operations. EGH and EOC have no other material commitments or guarantees. As a result of the restrictions described above, substantially all of the subsidiaries’ net assets are effectively restricted in their ability to be transferred to EGH or EOC as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020 , the Company’s First Lien Term Loan under the 2014 Credit Facilities and Zuffa’s First Lien Term Loan under its Credit Facilities had an estimated fair value of $ 5.0 billion and $ 5.3 billion, respectively. The estimated fair values of the Company’s First Lien Term Loan under the 2014 Credit Facilities and Zuffa’s First Lien Term Loan under its Credit Facilities are based on quoted market values for the debt. Since the First Lien Term Loan under the 2014 Credit Facilities and Zuffa’s First Lien Term Loan under its Credit Facilities do not trade on a daily basis in an active market, fair value estimates are based on market observable inputs based on quoted market prices and borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 under the fair value hierarchy. |
MEMBERS' EQUITY
MEMBERS' EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
MEMBERS' EQUITY | MEMBERS’ EQUITY Common Units The Company had 2,149,218,614 Class A Common Units issued and outstanding as of December 31, 2020 . The Class A Common Units are held by Holdco, Silver Lake, and other investors. The Class A Common Units have no par value assigned to them. In January 2020, the Company issued 8,766,738 Class A Common Units to Silver Lake as part of the Zuffa distribution discussed below. Profits Units The Company had 314,123,415 Profits Units issued and outstanding as of December 31, 2020. Other than certain Profits Units held by key executives, Profits Units are not entitled to participate in operating distributions unless otherwise elected by the Board. Certain Profits Units are designated as Catch-Up Profits Units and are entitled to certain “catch up” distributions once the distribution threshold applicable to such Catch-Up Profits Units has been met. All Profits Units have no par value assigned to them. Non-controlling Interests In January 2020, the Board of Zuffa approved the payment of a distribution in the amount of $ 300.0 million to Zuffa common unit and profits unit holders. During the nine months ended September 30, 2020, Zuffa authorized and paid $ 201.9 million. In lieu of cash, the Company issued 8,766,738 Class A Common Units at fair value to Silver Lake for $ 26.5 million and issued a convertible promissory note to Silver Lake for $ 15.9 million. This resulted in the Company retaining $ 135.0 million of the $ 201.9 million distribution paid during the nine months ended September 30, 2020. The remaining portion of the distribution was authorized and paid during the fourth quarter of 2020. |
REDEEMABLE NON CONTROLLING INTE
REDEEMABLE NON CONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE NON-CONTROLLING INTERESTS | REDEEMABLE NON-CONTROLLING INTERESTS OLE In connection with the acquisition of OLE (Note 5 ), the Company entered into an Amended and Restated Limited Liability Company Agreement of OLE Parent with 32 Equity. The terms of the agreement provide 32 Equity with certain rights to put its common units in OLE Parent to the Company upon a termination of the CLA or at its option at any time following the Lockup Period. The Company also has certain call rights to require 32 Equity to sell its common units in OLE Parent to the Company upon a termination of the CLA in the event aforementioned put rights are not exercised. The put/call price is an amount equal to fair market value and the exercise of these put/call rights may give rise to an obligation of the Company to make a premium payment to 32 Equity in certain circumstances. At any time following the Lockup Period, 32 Equity will be entitled to a $ 41.0 million premium payment from the Company if both (i) 32 Equity or the Company exercise the put/call rights described above or there is a sale or IPO of OLE Parent and (ii) certain performance metrics based on average OLE gross profit or NFL related business gross profit are achieved. The $ 41.0 million premium payment will also be payable if, prior to January 2, 2026, a sale or IPO of OLE Parent occurs or if 32 Equity exercises its put rights following a termination of the CLA due to an OLE event of default (in which case the $41.0 million premium payment may be subject to proration). The $ 41.0 million premium payment was recognized as a separate unit of account from the non-controlling interest. The non-controlling interest was recognized at acquisition based on fair value of $ 65.2 million. During the nine months ended September 30, 2021 , the redeemable non-controlling interest was adjusted for certain net assets that were contributed during the period. On June 25, 2021 Endeavor and 32 Equity agreed to fund a combined $ 40.0 million to OLE. This amount was funded via a pro-rata capital contribution from Endeavor and 32 Equity of $ 34.6 million and $ 5.4 million, respectively. No further capital contributions are contracted for future periods. As of September 30, 2021 , the estimated redemption value was $ 58.6 million. As of December 31, 2020 , the estimated redemption value was below the carrying value of $ 45.0 million. China In June 2016, the Company received a contribution of $ 75.0 million from third parties in a newly formed subsidiary of the Company that was formed to expa nd the Company’s existing business in China. Costs incurred for this contribution were $ 6.9 million and were recognized as a reduction of the proceeds. This contribution gave the non-controlling interests holders approximately 34 % ownership of the subsidiary. The holders of the non-controlling interests have the right to put their investment to the Company at any time after June 1, 2023 for fair market value. As of September 30, 2021 , the estimated redemption value was $ 107.5 million. As of December 31, 2020, the estimated redemption value was below t he carrying value of $ 91.4 million. In March 2018, the Company entered into an agreement for an additional contribution in its existing subsidiary in China. The total additional contribution was $ 125.0 million, of which $ 12.5 million was the Company’s funding obligation and $ 112.5 million was the existing non-controlling interests’ funding obligation. In January 2021, this agreement and the underlying funding obligation were terminated. Zuffa In July 2018, the Company received a contribution of $ 9.7 million from 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 business in Russia and certain other countries in the Commonwealth of Independent States. The terms of this contribution provide the Russia Co-Investors with a put option to sell their ownership in the Russia Subsidiary five years and nine months after the consummation of the contribution. 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, 2021 and December 31, 2020 , the estimated redemption value was $ 9.7 million. Frieze In connection with the acquisition of Frieze in 2016, the terms of the agreement provide the sellers with a put option to sell their remaining 30% interest after fiscal year 2020. The Company also has a call option to buy the remaining 30% interest after fiscal year 2020 or upon termination of employment of the sellers who continued to be employees of Frieze after the acquisition. The price of the put and call option is equal to Frieze’s prior year’s EBITDA multiplied by 7.5 . As of September 30, 2021 and December 31, 2020 , the estimated redemption value was below the carrying value of $ 22.0 million and $ 22.2 million, respectively. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is calculated utilizing net income available to common stockholders of the Company since May 1, 2021 divided by the weighted average number of shares of Class A Common Stock outstanding during the same period. The Company’s outstanding equity-based compensation awards under its equity-based compensation arrangements (Note 16) were anti-dilutive during the period. T he computation of earnings per share and weighted average shares of the Company’s common stock outstanding for the periods presented below: Three Months Ended May 1, 2021 - Basic net income (loss) per share Numerator Consolidated net income (loss) $ 63,613 $ ( 457,841 ) Net income (loss) attributable to NCI (Endeavor Operating Company) 17,177 ( 154,395 ) Net income (loss) attributable to NCI (Endeavor Manager Units) 3,951 ( 26,334 ) Net income (loss) attributable to the Company 42,485 ( 277,112 ) Adjustment to net loss attributable to the Company - ( 1,399 ) Net income (loss) attributable to EGH common shareholders $ 42,485 $ ( 278,511 ) Denominator Weighted average Class A Common Shares outstanding - Basic 262,891,070 261,048,116 Basic net income (loss) per share $ 0.16 $ ( 1.07 ) Three Months Ended Diluted net income per share Numerator Consolidated net income $ 63,613 Net loss attributable to NCI (Endeavor Operating Company) ( 5,507 ) Net income attributable to NCI (Endeavor Manager Units) - Net income attributable to EGH common shareholders $ 69,120 Denominator Weighted average Class A Common Shares outstanding - Basic 262,891,070 Additional shares assuming exchange of all Endeavor Profits Units 3,569,639 Additional shares from stock options and RSUs, as calculated using the treasury stock method 202,490 Additional shares assuming exchange of all Endeavor Operating Units and Endeavor Manager Units 169,259,312 Weighted average number of shares used in computing diluted income per share 435,922,511 Diluted net income per share $ 0.16 |
EQUITY BASED COMPENSATION
EQUITY BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY BASED COMPENSATION | 16. EQUITY BASED COMPENSATION Conversion of Pre-IPO Profit Interests and Phantom Units In connection with the closing of the IPO, the Company consummated certain Reorganization Transactions, as described in further detail in Note 1 . As part of such transactions, modifications of certain pre-IPO equity-based awards were made primarily to remove certain forfeiture and discretionary call terms, which resulted in the Company recording additional equity-based compensation expense of $ 251.9 million during the nine months ended September 30, 2021. In addition, certain put right arrangements which were outstanding prior to the IPO were terminated upon the consummation of such IPO, based on the original terms of those agreements, which resulted in the Company recording a reversal of related equity-based compensation expense of $ 4.0 million during the nine months ended September 30, 2021. The fair value of the outstanding put rights as of September 30, 2021 totaled $ 5.7 million, which is recorded in redeemable non-controlling interests. 2021 Incentive Award Plan In connection with the IPO, the Company’s board of directors adopted the 2021 Incentive Award Plan (the “2021 Plan”). The 2021 Plan became effective on April 28, 2021. The Company initially reserved a total of 21,700,000 shares of Class A common stock for issuance pursuant to the 2021 Plan. All current awards granted under the 2021 Plan are intended to be treated as stock options or restricted stock units (RSUs). The terms of each award, including vesting and forfeiture, are fixed by the administrator of the 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two to five year period or full vesting at grant; (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 for the nine months ended September 30, 2021. Time Vested Market/ Market and Time Units Value * Units Value * Outstanding at January 1, 2021 — $ — — $ — Granted 7,367,065 $ 29.96 3,139,363 $ 28.09 Released ( 781,143 ) $ 30.81 ( 830,857 ) $ 29.04 Forfeited ( 9,191 ) $ 30.81 ( 39,199 ) $ 27.57 Outstanding at September 30, 2021 6,576,731 $ 29.86 2,269,307 $ 27.74 Vested and releasable at September 30, 2021 1,268,130 $ 30.53 4,130 $ 28.21 * Weighted average grant date fair value The following table summarizes the stock options award activity for the nine months ended September 30, 2021. Stock Options Options Weighted average Outstanding at January 1, 2021 — $ — Granted 3,234,561 $ 24.03 Forfeited or expired ( 17,187 ) $ 24.00 Outstanding at September 30, 2021 3,217,374 $ 24.03 Vested and exercisable at September 30, 2021 563,367 $ 24.00 The weighted average grant-date fair value of stock options granted under the Company’s 2021 Plan during the nine months ended September 30, 2021 was $ 9.56 . The Company estimates the fair value of each stock option on the date of grant using a Black-Scholes option pricing model. Management is required to make certain assumptions with respect to selected model inputs. Expected volatility is based on comparable publicly traded companies’ stock movements. The expected life represents the period of time that the respective awards are expected to be outstanding. The risk- free interest rate is based on the U.S treasury yield curve in effect at the time of grant. All stock options exercised will be settled in Class A common stock. The key assumptions used for stock options granted during the nine months ended September 30, 2021 are as follows: Stock Risk-free Interest Rate 1.02 % Expected Volatility 41.35 % Expected Life (in years) 5.73 Expected Dividend Yield 0.00 % For the three and nine months ended September 30, 2021 , the Company recorded share-based compensation expense of $ 31.2 million and $ 142.6 million, respectively, related to RSUs and stock options granted under the 2021 Plan, which is included within selling, general and administrative expenses in the consolidated statements of operations. The total grant-date fair value of RSUs and stock options which vested during the nine months ended September 30, 2021 was $ 71.3 million. As of September 30, 2021 , the aggregate intrinsic value of vested RSUs and stock options and aggregate intrinsic value of total outstanding RSUs and stock options was $ 39.1 million and $ 268.5 million, respectively. As of September 30, 2021 , the total unrecognized equity-based compensation related to stock options and restricted stock units was $ 166.8 million, which is expected to be recognized over a weighted-average period of approximately 1.93 years. CEO and Executive Chairman Market-Based Incentive Awards In March 2019, the Company issued equity-based compensation awards in Endeavor and in Zuffa to the Company’s CEO (each a “Future Incentive Award”). The Future Incentive Awards were each based on achievement of various equity value thresholds of Endeavor and of Zuffa. In May 2021, the Company’s CEO received a RSU award covering 520,834 shares of the Company’s Class A common stock following the achievement of one agreed upon increase in equity value of Zuffa under his Zuffa Incentive Future Award. One-third of such RSUs were vested upon grant and the remaining will vest in two equal installments on each of the first and second anniversaries of the date of grant. The Endeavor and Zuffa Future Incentive Awards were cancelled in connection with the IPO and were replaced with an award of performance-vesting RSUs. Each of the Company’s CEO and Executive Chairman received an award of performance-vesting RSUs pursuant to which they are eligible to receive a number of shares of the Company’s Class A common stock with a specified target value each time the price per share of the Company’s Class A common stock (calculated based on volume weighted average price thereof) exceeds an applicable threshold price above the public offering price of $ 24.00 . One-third of any shares of the Company’s Class A common stock received upon achievement of any applicable threshold price will be vested upon grant and the remainder of such shares will vest in two equal installments on each of the first and second anniversaries of the date of grant. The first price threshold was achieved for the Company’s CEO on June 10, 2021. These performance-vesting RSUs will expire on the tenth anniversary of the date of grant. The performance-vesting RSUs awarded to the CEO and Executive Chairman of the Company (each a “Market-Based Incentive Award”) are accounted for under ASC 718 as equity-classified awards due to the fixed number of shares of the Company’s Class A common stock each of the CEO and the Executive Chairman will be eligible for upon the achievement of each respective threshold. Compensation cost for performance- based awards with a market condition is recognized regardless of the number of units that vest based on the market condition and is recognized on a straight-line basis over the estimated service period. Compensation expense is not reversed even if the market condition is not satisfied. The Company used a Monte Carlo simulation model to determine the fair value and the derived service periods of these Market-Based Incentive Awards. For the three and nine months ended September 30, 2021 , total equity-based compensation expense for these Market-Based Incentive Awards was $ 24.1 million and $ 47.6 million, respectively, and the Company reclassified the $27.0 million of long term liabilities from the Future Incentive Awards to additional paid in capital. As of September 30, 2021 , total unrecognized equity-based compensation related to these CEO and Executive Chairman Market-Based Incentive Awards was $ 261.6 million, which is expected to be recognized over a weighted-average period of approximately 2.54 years. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES EGH was incorporated as a Delaware corporation in January 2019. It was formed as a holding company for the purpose of completing an IPO and other related transactions. As the sole managing member of Endeavor Manager, which is the sole managing member of EOC, EGH operates and controls all the business and affairs of EOC, and through EOC and its subsidiaries, conducts the Company’s business. EGH is subject to corporate income tax on its share of taxable income or loss of EOC derived through Endeavor Manager. EOC is treated as a partnership for U.S. federal income tax purposes and is therefore not subject to U.S. corporate income tax. However, certain of EOC’s subsidiaries are subject to U.S. or foreign corporate income tax. In accordance with ASC Topic 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”). The Company would record income tax expense each quarter using the estimated AETR to provide for income taxes on a current year-to-date basis, adjusted for discrete items, if any, that are noted 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, 2021 based upon the AETR. Utilizing the AETR in 2020 would not have provided a reliable estimate of the tax provision based on the forecasted impact of COVID-19 on the Company’s operations and overall economy. Therefore, in accordance with the authoritative guidance for accounting for income taxes in interim periods, EOC computed its income tax provision for the three and nine months ended September 30, 2020 based upon the actual effective tax rate for that period. The benefit from income taxes for the three months ended September 30, 2021 and 2020 is $ 7.7 million and $ 0.9 million, respectively, based on pretax income of $ 73.8 million and $ 11.7 million, respectively. The effective tax rate is ( 10.5 )% and ( 8.0 )% for the three months ended September 30, 2021 and 2020, respectively. The provision for income taxes for the nine months ended September 30, 2021and 2020 is $ 58.3 million and $ 43.6 million, respectively, based on pretax losses of $ 315.3 million and $ 281.0 million, respectively. The effective tax rate is ( 18.5 )% and ( 15.5 )% for the nine months ended September 30, 2021and 2020, respectively. The tax expense for the three months ended September 30, 2021 differs from the same periods in 2020 primarily due to the impact of additional pre-tax income for the three months ended September 30, 2021. The tax expense for the nine months ended September 30, 2021 differs from the same periods in 2020 primarily due to the impact of additional stock compensation expense on the AETR, deferred tax liabilities associated with indefinite lived intangibles recorded as a result of the IPO, and a change in the tax rate in the United Kingdom. Any tax balances reflected on the September 30, 2021 balance sheet would be adjusted accordingly to reflect the actual financial results for the year ending December 31, 2021. The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to partnership income not subject to income tax, state and local income taxes, withholding taxes in foreign jurisdictions that are not based on net income and income subject to tax in foreign jurisdictions which differ from the U.S. federal statutory income tax rate and the relative amount of income earned in those jurisdictions. As of September 30, 2021 and December 31, 2020, the Company had unrecognized tax benefits of $ 44.1 million and $ 34.4 million, respectively, for which we are 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. Based on this analysis, the Company has concluded that its net deferred tax assets at EGH, exclusive of deferred tax liabilities associated with indefinite lived intangibles, will not be realized and as a result, has recorded a full valuation allowance as of September 30, 2021. Tax Receivable Agreements In connection with the IPO and related transactions, the Company entered into tax receivable agreements (“TRAs”) with certain persons that held direct or indirect interests in EOC and Zuffa prior to the IPO (“TRA Holders”). The TRAs generally provide for the payment by EGH of 85 % of the amount of any tax benefits that EGH actually realizes, or in some cases is deemed to realize, as a result of (i) increases in EGH’s share of the tax basis in the net assets of EOC resulting from any redemptions or exchanges of LLC Units, (ii) increases in tax basis attributable to payments made under the TRAs, (iii) deductions attributable to imputed interest pursuant to the TRAs and (iv) other tax attributes allocated to EGH post-IPO and related transactions that were allocable to the TRA Holders prior to the IPO and related transactions. The Company has recorded a full valuation allowance with respect to deferred tax assets subject to the TRA. Certain other tax attributes subject to the TRA do not result in deferred tax assets. During the nine months ended September 30, 2021 , the Company has recognized a TRA liability on a portion of such attributes of approximately $ 32 million, after concluding that such TRA payments would be probable based on estimates of future taxable income over the terms of the TRAs. The amounts payable under the TRAs will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of EGH in the future. If the valuation allowance recorded against the deferred tax assets applicable to the tax attributes referenced above is released in a future period, or other tax attributes subject to the TRA are determined to be payable, additional TRA liabilities may be considered probable at that time and recorded within our statement of operations. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The following table presents the Company’s revenue disaggregated by primary revenue sources for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, 2021 Owned Sports Properties Events, Experiences Representation Total Media rights $ 156,973 $ 162,365 $ — $ 319,338 Media production, distribution and content 1,510 81,818 399,473 482,801 Events and performance 130,038 202,150 — 332,188 Talent representation and licensing — — 201,106 201,106 Marketing — — 64,144 64,144 Eliminations — — — ( 8,274 ) Total $ 288,521 $ 446,333 $ 664,723 $ 1,391,303 Nine Months Ended September 30, 2021 Owned Sports Properties Events, Experiences Representation Total Media rights $ 497,564 $ 796,348 $ — $ 1,293,912 Media production, distribution and content 4,937 259,229 591,671 855,837 Events and performance 328,366 459,038 — 787,404 Talent representation and licensing — — 493,780 493,780 Marketing — — 156,413 156,413 Eliminations — — — ( 15,189 ) Total $ 830,867 $ 1,514,615 $ 1,241,864 $ 3,572,157 Three Months Ended September 30, 2020 Owned Sports Properties Events, Experiences & Rights Representation Total Media rights $ 169,817 $ 261,978 $ — $ 431,795 Media production, distribution and content 1,701 59,347 42,296 103,344 Events and performance 127,612 62,932 — 190,544 Talent representation and licensing — — 102,799 102,799 Marketing — — 38,488 38,488 Eliminations — — — ( 2,478 ) Total $ 299,130 $ 384,257 $ 183,583 $ 864,492 Nine Months Ended September 30, 2020 Owned Sports Properties Events, Experiences & Rights Representation Total Media rights $ 395,857 $ 524,914 $ — $ 920,771 Media production, distribution and content 4,901 173,109 193,295 371,305 Events and performance 282,778 474,844 — 757,622 Talent representation and licensing — — 330,686 330,686 Marketing — — 145,176 145,176 Eliminations — — — ( 7,757 ) Total $ 683,536 $ 1,172,867 $ 669,157 $ 2,517,803 In the three months ended September 30, 2021 and 2020, there was revenue recognized of $ 14.6 million and $ 8.2 million, respectively, from performance obligations satisfied in prior periods. In the nine months ended September 30, 2021and 2020, there was revenue recognized of $ 36.8 million and $ 10.5 million, respectively, from performance obligations satisfied in prior periods. Remaining Performance Obligations The following table presents the aggregate amount of transaction price allocated to remaining performance obligations for contracts greater than one year with unsatisfied or partially satisfied performance obligations as of September 30, 2021 (in thousands). The transaction price related to these future obligations does not include any variable consideration. Years Ending Remainder of 2021 $ 413,888 2022 1,519,817 2023 1,304,702 2024 1,011,721 2025 950,756 Thereafter 621,767 $ 5,822,651 Contract Liabilities The Company records deferred revenue when cash payments are received or due in advance of its performance. The Company’s deferred revenue balance primarily relates to advance payments received related to advertising and sponsorship agreements, event advanced ticket sales and performance tuition. 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 contract liabilities as of September 30, 2021 and December 31, 2020 (in thousands): December 31, Foreign September 30, Description 2020 Additions Deductions Acquisitions Held for Sale Exchange 2021 Deferred revenue - current $ 606,530 $ 1,690,495 $ ( 1,462,394 ) $ 39,449 $ ( 239,623 ) $ 2,074 $ 636,531 Deferred revenue - noncurrent $ 19,437 $ 7,595 $ ( 17,536 ) $ 18,564 $ ( 3,652 ) $ — $ 24,408 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION As of September 30, 2021 , the Company has three reportable segments: Owned Sports Properties, Events, Experiences & Rights, and Representation. The Company also reports the results for the “Corporate” group. The profitability measure employed by the Company’s chief operating decision maker for allocating resources and assessing operating performance is Adjusted EBITDA. Segment information is presented consistently with the basis for the year ended December 31, 2020. Summarized financial information for the Company’s reportable segments is shown in the following tables (in thousands): Revenue Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Owned Sports Properties $ 288,521 $ 299,130 $ 830,867 $ 683,536 Events, Experiences & Rights 446,333 384,257 1,514,615 1,172,867 Representation 664,723 183,583 1,241,864 669,157 Eliminations ( 8,274 ) ( 2,478 ) ( 15,189 ) ( 7,757 ) Total consolidated revenue $ 1,391,303 $ 864,492 $ 3,572,157 $ 2,517,803 Reconciliation of segment profitability Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Owned Sports Properties $ 134,679 $ 166,678 $ 412,495 $ 334,474 Events, Experiences & Rights 84,993 ( 9,595 ) 160,843 16,873 Representation 141,801 41,666 264,969 162,315 Corporate ( 78,156 ) ( 22,802 ) ( 187,476 ) ( 106,340 ) Adjusted EBITDA 283,317 175,947 650,831 407,322 Reconciling items: Equity losses of affiliates 3,052 3,119 876 4,916 Interest expense, net ( 55,783 ) ( 71,277 ) ( 207,970 ) ( 212,954 ) Depreciation and amortization ( 71,661 ) ( 76,471 ) ( 208,058 ) ( 241,669 ) Equity-based compensation expense ( 60,885 ) ( 20,602 ) ( 464,393 ) ( 37,577 ) Merger, acquisition and earn-out costs ( 13,107 ) ( 6,682 ) ( 38,291 ) ( 15,985 ) Certain legal costs 266 ( 1,646 ) ( 4,260 ) ( 7,805 ) Restructuring, severance and impairment ( 2,179 ) ( 952 ) ( 6,612 ) ( 213,199 ) Fair value adjustment - equity investments ( 90 ) 1,547 13,614 ( 4,212 ) COVID-19 related costs — 1,958 — ( 10,155 ) Other ( 9,152 ) 6,772 ( 51,063 ) 50,367 Income (loss) before income taxes and equity losses of affiliates $ 73,778 $ 11,713 $ ( 315,326 ) $ ( 280,951 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Claims and Litigation 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. An employee of the Company is one of several individuals and entities named in a complaint by India’s Director of Enforcement (“DE”), initially filed in January 2015, alleging violations of the Foreign Exchange Management Act (“FEMA”). The complaint alleges that the employee participated as an advisor in a series of transactions in 2009 that were completed by and on behalf of a client, the Board of Control for Cricket in India (the “BCCI”), and that contravened two provisions of FEMA. The subject transactions were pursued under the direction and control of one of the BCCI’s board members. The Company is not alleged to have possessed any funds improperly or to have made or received any of the payments that are alleged to have violated FEMA. The Company is cooperating with the DE’s investigation which, at present, is in its early stages. In July 2017, the Italian Competition Authority (“ICA”) issued a decision opening an investigation into alleged breaches of competition law in Italy, involving inter alia IMG, and relating to bidding for certain media rights of the Serie A and Serie B football leagues. In April 2018, the European Commission conducted on-site inspections at a number of companies that are involved with sports media rights, including the Company. The inspections were part of an ongoing investigation into the sector and into potential violations of certain antitrust laws that may have taken place within it. The Company investigated these ICA matters, as well as other regulatory compliance matters. In May 2019, the ICA completed its investigation and fined the Company approximately EUR 0.3 million. As part of its decision, the ICA acknowledged the Company’s cooperation and ongoing compliance efforts since the investigation commenced. In July 2019, three football clubs and in June 2020, the Serie A football league (Lega Nazionale Professionisti Serie A or “Lega Nazionale”, and together with the three clubs, the “Plaintiffs”) each filed separate claims against IMG and certain other unrelated parties in the Court of Milan, Italy, alleging that IMG engaged in anti-competitive practices with regard to bidding for certain media rights of the Serie A and Serie B football leagues. The Plaintiffs seek damages from all defendants in amounts totaling EUR 554.6 million in the aggregate relating to the three football clubs and EUR 1,592.2 million relating to Lega Nazionale, along with attorneys’ fees and costs (the “Damages Claims”). Since December 2020, four additional football clubs have each filed requests to intervene in the Lega Nazionale proceedings and individually seek to claim amounts in the aggregate totaling EUR 251.5 million. Ten other clubs also filed requests to intervene in support of Lega Nazionale’s claim or alternatively to individually claim in the amount of EUR 92.1 million, in the case of one club, and unspecified amounts (to be quantified as a percentage of the total amount sought by Lega Nazionale) in the other nine cases. Collectively, the interventions of these 14 clubs are the “Interventions”. The Company intends to defend against the Damages Claims, Interventions and any related claims, and management believes that the Company has meritorious defenses to these claims, including the absence of standing of the clubs, and the absence of actual damage. The Company may also be subject to regulatory and other claims and actions with respect to these ICA and other regulatory matters. Any judgment entered against the Company or settlement entered into, including with respect to claims or actions brought by other parties, could materially and adversely impact the Company’s business, financial condition and results of operations. Zuffa has five related class-action lawsuits filed against it in the United States District Court for the Northern District of California (the “District Court”) 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 monopolizing 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 District Court orally indicated its intention to grant Plaintiffs’ motion to certify the 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). The Company is awaiting the official written order from the judge and assuming he rules as previously indicated, then the Company will seek an appeal of this decision. 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. Management believes that the Company has meritorious defenses against the allegations and intends to defend itself vigorously. In February 2021, the Company signed the Franchise Agreements directly with the WGA. These Franchise Agreements include terms that, among other things, prohibit the Company from (a) negotiating packaging deals after June 30, 2022 and (b) having more than a 20 % non-controlling ownership or other financial interest in, or being owned or affiliated with any individual or entity that has more than a 20% non-controlling ownership or other financial interest in, any entity or individual engaged in the production or distribution of works written by WGA members under a WGA collective bargaining agreement. The Franchise Agreements provide for a transition period for the Company to come into compliance with certain of its provisions. During the term of the Franchise Agreements, until the Company is in compliance, the Franchise Agreements require that the Company place into escrow (i) an amount equal to Endeavor Content’s after-tax gross profits from the production of works written by WGA members under a WGA collective bargaining agreement and (ii) an amount equal to the Company’s after tax writer commissions and package fees received in connection with such Endeavor Content productions. As a result, in the third quarter, the Company began marketing the restricted Endeavor Content business for sale and such assets and liabilities are reflected as held for sale in the consolidated balance sheet as of September 30, 2021. Guarantees and Commitments The Company routinely enters into purchase or guarantee arrangements for event, media or other representation rights as well as for advancements for content production or overhead costs with various organizations. Subsequent to December 31, 2020, the Company entered into certain new arrangements increasing its purchase/guarantee agreements by $ 1.3 billion, which will be due in 2021 through 2028. In September 2021, the Company signed an agreement to acquire the OpenBet business of Scientific Games Corporation ("OpenBet"). OpenBet consists of companies that provide products and services to sports betting operators for the purposes of sports wagering. Based on the agreement, the Company will pay Scientific Games Corporation consideration of $ 1.0 billion in cash and will issue 7,605,199 shares of the Company's Class A common stock, a value of $ 200.0 million based on the volume-weighted average trading price of the Class A common stock for the twenty trading days ended on September 24, 2021 . The closing of this transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in the first half of 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company has the following related party transactions as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020 (in thousands): September 30, December 31, 2021 2020 Other current assets $ 7,430 $ 5,572 Other assets 4,451 1,400 Assets held for sale 3,051 — Current liabilities — 1,356 Other current liabilities 1,007 969 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 641 $ 1,306 $ 13,680 $ 6,484 Direct operating costs 772 533 3,629 2,505 Selling, general and administrative expenses 1,768 ( 583 ) 6,198 9,678 Interest expense, net — 433 — 911 Other income, net 875 875 2,625 2,625 As of September 30, 2021, the Company has an equity-method investment in Euroleague, a related party. For the three and nine months ended September 30, 2021 and 2020 , the Company recognized revenue of $ 0.2 million, $ 0.2 million, $ 4.9 million and $( 2.2 ) 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 Owned Sports Properties segment. Also, for the three and nine months ended September 30, 2021 and 2020 , the Company recognized revenue of $( 0.1 ) million, $ 0.1 million, $ 6.4 million and $ 4.7 million, respectively, for production services provided to Euroleague as well as direct operating costs of less than a hundred thousand , $( 0.2 ) million, $ 2.2 million and $ 1 million, respectively, for the procurement of a license for gaming rights from Euroleague, which are included in the Events, Experiences & Rights segment. As of September 30, 2021 and December 31, 2020 , the Company had a receivable of $ 5.5 million and $ 0.7 million, respectively, and a payable of none and $ 1.0 million, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | In October 2021, the Company entered into a credit agreement amendment to the New First Lien Term Loan under the Zuffa Credit Facilities. This amendment established a new incremental term loan (the “Incremental Term Loan”) in an aggregate principal amount of $ 600.0 million, which was fully borrowed in October 2021. The Incremental Term Loan has terms identical to the existing term loans and: (i) bears interest at a rate equal to LIBOR or base rate, at the option of UFC Holdings, LLC (“UFC”), plus an applicable margin of 3.00 % for LIBOR loans, or 2.00 % for base rate loans (with a LIBOR floor equal to 0.75%); (ii) is subject to a 25 basis point step-down to 2.75% for LIBOR loans if the First Lien Leverage Ratio is below 3.50 to 1.00 ; and (iii) has a final maturity date of April 29, 2026 . The existing term loans and the Incremental Term Loan collectively comprise a single class of term loans under the existing credit agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | |
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 in our prospectus dated April 28, 2021, filed with the SEC on April 30, 2021 pursuant to Rule 424(b) of the Securities Act of 1933, as amended (referred to herein as the “Prospectus”). Certain information and note disclosures normally included in annual financial statements have been condensed or omitted from these interim financial statements. The interim consolidated financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 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. During the fourth quarter of 2020, the Company concluded there was a revision required to the presentation of Zuffa Parent, LLC’s (“Zuffa”) distributions to Silver Lake and the related issuances of common stock units and the convertible promissory note by the Company in the consolidated statements of cash flows for the first three quarters of 2020. Such distributions and related issuances are described in Note 13. The Company originally reported these distributions and the related issuances as financing cash flows rather than correctly presenting them as non-cash financing activities in the supplemental cash flow disclosures. These items had no impact on the reported amount of net cash provided by financing activities for these periods. The Company has revised its statement of consolidated cash flows and the supplemental cash flow disclosures for the nine months ended September 30, 2020 to present these distributions and related issuances as non-cash activities. |
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, 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, consolidation, investments, redeemable non-controlling interests, the fair value of equity-based compensation, 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. |
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 available to our Class A Common Stockholders by the weighted average number of shares outstanding for the period. Diluted EPS is calculated by dividing the net income available for common stockholders 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 Class A Common Stock issuable in exchange for vested units of Endeavor Manager LLC and Endeavor Operating Company, as well as under the Company’s share based compensation plans (if dilutive), with adjustments to net income available for common stockholders for dilutive potential common shares. The Company may be required to calculate basic EPS using the two-class method as a result of our 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 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 available to common stockholders (used to calculate EPS) is limited to any cumulative prior- period reductions. There was no impact to EPS for adjustments related to our redeemable non-controlling interests. |
RECENT ACCOUNTING PRONOUNCEME_2
RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323 and Topic 815 (“ASU 2020-01”). ASU 2020-01 clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 with no material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The update removes certain exceptions to the general principles in Topic 740 and simplifies accounting for income taxes in certain areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. The Company adopted this new guidance on January 1, 2021 with no material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU addresses issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this update on its consolidated financial statements. 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 is permitted upon issuance of this update through December 31, 2022. The Company is currently evaluating the effect of this update on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU provides guidance to help improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and the effect on subsequent revenue recognized by the acquirer. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect of this update on its consolidated financial statements but is expecting to early adopt in the fourth quarter 2021. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Company's Certificate of Incorporation | EGH’s certificate of incorporation was amended and restated to, among other things, provide for the following common stock: Class of Common Stock Par Value Votes Economic Rights Class A common stock $ 0.00001 1 Yes Class B common stock $ 0.00001 None Yes Class C common stock $ 0.00001 None Yes Class X common stock $ 0.00001 1 None Class Y common stock $ 0.00001 20 None |
ACQUISITIONS AND DECONSOLIDAT_2
ACQUISITIONS AND DECONSOLIDATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Fair Values of the Assets Acquired and the Liabilities Assumed in the Business Combination | The acquisitions were accounted for as business combinations and the preliminary fair values of the assets acquired and liabilities assumed in the business combinations are as follows (in thousands): FlightScope NCSA Mailman Cash and cash equivalents $ 1,042 $ 3,655 $ 16,598 Accounts receivable 475 5,619 11,292 Deferred costs 94 1,096 476 Other current assets 1,640 10,238 1,713 Property and equipment 1,089 2,804 585 Right of use assets 1,272 4,951 359 Other assets 1,056 5,472 2,172 Intangible assets: Trade names — 21,100 800 Customer relationships 2,700 10,000 12,400 Internally developed software 15,400 37,100 — Goodwill 33,550 193,030 21,350 Accounts payable and accrued expenses ( 806 ) ( 20,855 ) ( 16,137 ) Other current liabilities ( 187 ) ( 10,318 ) ( 2,958 ) Operating lease liability ( 1,272 ) ( 4,951 ) ( 359 ) Deferred revenue ( 631 ) ( 37,636 ) ( 972 ) Other liabilities ( 4,334 ) ( 24,508 ) ( 4,445 ) Net assets acquired $ 51,088 $ 196,797 $ 42,874 The acquisition was accounted for as a business combination and the fair values of the assets acquired and the liabilities assumed in the business combination are as follows (in thousands): OLE Cash and cash equivalents $ 45,230 Restricted cash 86 Accounts receivable 10,316 Deferred costs 99,184 Other current assets 53,893 Property and equipment 4,361 Operating lease right-of-use assets 3,509 Other assets 74,193 Intangible assets: Trade names 75,400 Customer and client relationships 198,819 Goodwill 387,542 Accounts payable and accrued expenses ( 55,927 ) Other current liabilities ( 28,224 ) Deferred revenue ( 175,790 ) Debt ( 217,969 ) Operating lease liabilities ( 3,509 ) Other long-term liabilities ( 24,377 ) Non-redeemable non-controlling interest ( 5,635 ) Net assets acquired $ 441,102 |
HELD FOR SALE (Tables)
HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |
Summary of Major Classes of Assets and Liabilities Held For Sale | The major classes of assets and liabilities held for sale, respectively, in the consolidated balance as of September 30, 2021, were as follows (in thousands): Cash and cash equivalents $ 58,506 Restricted cash 998 Accounts receivable 125,600 Other current assets 35,531 Property and equipment 124 Operating lease right-of-use assets 136 Goodwill 10,808 Investments 14,682 Other assets 714,292 Total assets held for sale $ 960,677 Accounts payable and accrued expenses $ 34,517 Deposits received on behalf of clients 230 Deferred revenue 239,623 Other current liabilities 1,214 Debt 223,038 Operating lease liabilities 125 Other long-term liabilities 50,099 Total liabilities related to assets held for sale $ 548,846 |
SUPPLEMENTARY DATA (Tables)
SUPPLEMENTARY DATA (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplementary Data [Abstract] | |
Summary of Unamortized Content Costs | The following table presents the Company’s unamortized content costs, including the components of content costs predominantly monetized on a title-by-title basis and as a film group (in thousands): September 30, December 31, 2021 2020 Licensed program rights, net of accumulated amortization $ 15,724 $ 19,793 Produced programming: Released, net of accumulated amortization 2,899 4,806 In production 8,218 314,214 In development 624 37,392 Total content costs $ 27,465 $ 376,205 Content cost monetized on a title-by-title basis $ 6,769 $ 358,207 Content cost monetized as a film group 20,696 17,998 Total content costs $ 27,465 $ 376,205 |
Summary of Accrued Liabilities | The following is a summary of accrued liabilities (in thousands): September 30, December 31, 2021 2020 Accrued operating expenses $ 221,078 $ 155,142 Payroll, bonuses and benefits 225,436 100,630 Other 57,439 66,977 Total accrued liabilities $ 503,953 $ 322,749 |
Summary of Allowance for Doubtful Accounts | The changes in the allowance for doubtful accounts are as follows (in thousands): Balance at Additions/Charged Balance at Beginning (Credited) to Costs Foreign Assets Held End of of Year and Expenses Deductions Exchange for Sale Period Nine months ended September 30, 2021 $ 67,975 $ 3,461 $ ( 9,298 ) $ ( 623 ) $ ( 1,237 ) $ 60,278 |
Summary of Supplemental Cash Flow | The Company’s supplemental cash flow information is as follows (in thousands): Nine Months Ended September 30, 2021 2020 Supplemental information: Cash paid for interest $ 145,966 $ 183,694 Cash payments for income taxes 27,185 31,457 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued $ 15,931 $ 2,745 Contingent consideration provided in connection with acquisitions 4,472 9,947 Accretion of redeemable non-controlling interests 34,417 ( 10,281 ) Accrued redemption of units included in accrued liabilities and — 17,396 Issuance of Class A Common Units — 26,476 Issuance of promissory note — 15,885 Establishment and acquisition of non-controlling interests 3,087,301 — Establishment of tax receivable agreements liability 32,081 — |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in the Carrying Value of Goodwill | The changes in the carrying value of goodwill are as follows (in thousands): Owned Sports Properties Events, Experiences & Rights Representation Total Balance — December 31, 2020 $ 2,674,038 $ 1,011,217 $ 495,924 $ 4,181,179 Acquisitions — 238,385 15,134 253,519 Impairment — ( 1,979 ) ( 2,545 ) ( 4,524 ) Assets held for sale — — ( 10,808 ) ( 10,808 ) Foreign currency translation and other — ( 1,351 ) ( 2,124 ) ( 3,475 ) Balance — September 30, 2021 $ 2,674,038 $ 1,246,272 $ 495,581 $ 4,415,891 |
Summary of Company's Identifiable Intangible Assets | The following table summarizes information relating to the Company’s identifiable intangible assets as of September 30, 2021 (in thousands): Weighted Average Gross Accumulated Carrying Amortized: Trade names 17.3 $ 990,937 $ ( 276,005 ) $ 714,932 Customer and client relationships 6.7 1,336,213 ( 985,996 ) 350,217 Internally developed technology 3.9 118,828 ( 58,271 ) 60,557 Other 4.3 45,355 ( 45,109 ) 246 2,491,333 ( 1,365,381 ) 1,125,952 Indefinite-lived: Trade names 339,460 — 339,460 Owned events 88,696 — 88,696 Total intangible assets $ 2,919,489 $ ( 1,365,381 ) $ 1,554,108 The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2020 (in thousands): Weighted Average Gross Accumulated Carrying Amortized: Trade names 17.5 $ 970,595 $ ( 232,158 ) $ 738,437 Customer and client relationships 6.7 1,317,083 ( 907,889 ) 409,194 Internally developed technology 4.4 61,539 ( 46,126 ) 15,413 Other 4.3 45,317 ( 44,251 ) 1,066 2,394,534 ( 1,230,424 ) 1,164,110 Indefinite-lived: Trade names 341,272 — 341,272 Owned events 90,086 — 90,086 Total intangible assets $ 2,825,892 $ ( 1,230,424 ) $ 1,595,468 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Company's Investments | The following is a summary of the Company’s investments (in thousands): September 30, December 31, 2021 2020 Equity method investments $ 193,255 $ 177,663 Equity investments without readily determinable fair values 91,808 66,378 Equity investments with readily determinable fair values 779 7,037 Total investments $ 285,842 $ 251,078 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Financial Instrument Disclosure [Abstract] | |
Schedule of Outstanding Forward Foreign Exchange Contracts Balances | As of September 30, 2021 , the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 12 months from September 30, 2021) (in thousands except for exchange rates): Foreign Currency Foreign US Dollar Weighted Average British Pound Sterling £ 24,500 in exchange for $ 33,781 £ 0.73 Canadian Dollar (*) C$ 35,717 in exchange for $ 27,410 C$ 1.30 Swedish Krona kr 4,500 in exchange for $ 526 kr 8.56 Australian Dollar (*) AUD$ 14,300 in exchange for $ 10,639 AUD$ 1.34 Singapore Dollar S$ 1,300 in exchange for $ 960 S$ 1.35 (*) C$ 35,717 and AUD$ 14,300 of the outstanding forward foreign exchange contracts are related to assets held for sale |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Of Assets and Liabilities Measured on Recurring Basis | The following tables present, for each of the fair value hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of September 30, 2021 Level I Level II Level III Total Assets: Investments in equity securities with readily determinable fair values $ 779 $ — $ — $ 779 Forward foreign exchange contracts — 460 — 460 Total $ 779 $ 460 $ — $ 1,239 Liabilities: Contingent consideration $ — $ — $ 25,421 $ 25,421 Interest rate swaps — 71,834 — 71,834 Forward foreign exchange contracts — 10,187 — 10,187 Total $ — $ 82,021 $ 25,421 $ 107,442 Fair Value Measurements as of December 31, 2020 Level I Level II Level III Total Assets: Investments in equity securities with readily determinable fair values $ 7,037 $ — $ — $ 7,037 Forward foreign exchange contracts — 1,794 — 1,794 Total $ 7,037 $ 1,794 $ — $ 8,831 Liabilities: Contingent consideration $ — $ — $ 9,026 $ 9,026 Interest rate swaps — 107,909 — 107,909 Forward foreign exchange contracts — 5,023 — 5,023 Total $ — $ 112,932 $ 9,026 $ 121,958 |
Schedule of Change in Fair Value of Contingent Consideration | The changes in the fair value of contingent consideration were as follows (in thousands): Nine Months Ended September 30, 2021 Balance at December 31, 2020 $ 9,026 Acquisitions 4,472 Payments ( 2,491 ) Change in fair value 14,414 Balance at September 30, 2021 $ 25,421 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The following is a summary of outstanding debt (in thousands): September 30, December 31, 2021 2020 2014 Credit Facilities: First Lien Term Loan (due May 2025 ) $ 2,793,581 $ 3,074,230 Revolving Credit Facility (due May 2024 ) — 163,057 Zuffa Credit Facilities: Zuffa First Lien Term Loan (due April 2026 ) 2,248,517 2,447,064 Other debt ( 2.46 %- 14.50 % Notes due at various dates through 2031 ) 132,119 339,519 Total principal 5,174,217 6,023,870 Unamortized discount ( 22,364 ) ( 40,982 ) Unamortized issuance costs ( 43,452 ) ( 57,083 ) Total debt 5,108,401 5,925,805 Less: current portion ( 75,858 ) ( 212,971 ) Total long-term debt $ 5,032,543 $ 5,712,834 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share and Weighted Average Shares Outstanding | T he computation of earnings per share and weighted average shares of the Company’s common stock outstanding for the periods presented below: Three Months Ended May 1, 2021 - Basic net income (loss) per share Numerator Consolidated net income (loss) $ 63,613 $ ( 457,841 ) Net income (loss) attributable to NCI (Endeavor Operating Company) 17,177 ( 154,395 ) Net income (loss) attributable to NCI (Endeavor Manager Units) 3,951 ( 26,334 ) Net income (loss) attributable to the Company 42,485 ( 277,112 ) Adjustment to net loss attributable to the Company - ( 1,399 ) Net income (loss) attributable to EGH common shareholders $ 42,485 $ ( 278,511 ) Denominator Weighted average Class A Common Shares outstanding - Basic 262,891,070 261,048,116 Basic net income (loss) per share $ 0.16 $ ( 1.07 ) Three Months Ended Diluted net income per share Numerator Consolidated net income $ 63,613 Net loss attributable to NCI (Endeavor Operating Company) ( 5,507 ) Net income attributable to NCI (Endeavor Manager Units) - Net income attributable to EGH common shareholders $ 69,120 Denominator Weighted average Class A Common Shares outstanding - Basic 262,891,070 Additional shares assuming exchange of all Endeavor Profits Units 3,569,639 Additional shares from stock options and RSUs, as calculated using the treasury stock method 202,490 Additional shares assuming exchange of all Endeavor Operating Units and Endeavor Manager Units 169,259,312 Weighted average number of shares used in computing diluted income per share 435,922,511 Diluted net income per share $ 0.16 |
EQUITY BASED COMPENSATION (Tabl
EQUITY BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure Details Of Restricted Stock Units Activity | The following table summarizes the RSU award activity for the nine months ended September 30, 2021. Time Vested Market/ Market and Time Units Value * Units Value * Outstanding at January 1, 2021 — $ — — $ — Granted 7,367,065 $ 29.96 3,139,363 $ 28.09 Released ( 781,143 ) $ 30.81 ( 830,857 ) $ 29.04 Forfeited ( 9,191 ) $ 30.81 ( 39,199 ) $ 27.57 Outstanding at September 30, 2021 6,576,731 $ 29.86 2,269,307 $ 27.74 Vested and releasable at September 30, 2021 1,268,130 $ 30.53 4,130 $ 28.21 * Weighted average grant date fair value |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the stock options award activity for the nine months ended September 30, 2021. Stock Options Options Weighted average Outstanding at January 1, 2021 — $ — Granted 3,234,561 $ 24.03 Forfeited or expired ( 17,187 ) $ 24.00 Outstanding at September 30, 2021 3,217,374 $ 24.03 Vested and exercisable at September 30, 2021 563,367 $ 24.00 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The key assumptions used for stock options granted during the nine months ended September 30, 2021 are as follows: Stock Risk-free Interest Rate 1.02 % Expected Volatility 41.35 % Expected Life (in years) 5.73 Expected Dividend Yield 0.00 % |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Company's Revenue Disaggregated by Primary Revenue | The following table presents the Company’s revenue disaggregated by primary revenue sources for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, 2021 Owned Sports Properties Events, Experiences Representation Total Media rights $ 156,973 $ 162,365 $ — $ 319,338 Media production, distribution and content 1,510 81,818 399,473 482,801 Events and performance 130,038 202,150 — 332,188 Talent representation and licensing — — 201,106 201,106 Marketing — — 64,144 64,144 Eliminations — — — ( 8,274 ) Total $ 288,521 $ 446,333 $ 664,723 $ 1,391,303 Nine Months Ended September 30, 2021 Owned Sports Properties Events, Experiences Representation Total Media rights $ 497,564 $ 796,348 $ — $ 1,293,912 Media production, distribution and content 4,937 259,229 591,671 855,837 Events and performance 328,366 459,038 — 787,404 Talent representation and licensing — — 493,780 493,780 Marketing — — 156,413 156,413 Eliminations — — — ( 15,189 ) Total $ 830,867 $ 1,514,615 $ 1,241,864 $ 3,572,157 Three Months Ended September 30, 2020 Owned Sports Properties Events, Experiences & Rights Representation Total Media rights $ 169,817 $ 261,978 $ — $ 431,795 Media production, distribution and content 1,701 59,347 42,296 103,344 Events and performance 127,612 62,932 — 190,544 Talent representation and licensing — — 102,799 102,799 Marketing — — 38,488 38,488 Eliminations — — — ( 2,478 ) Total $ 299,130 $ 384,257 $ 183,583 $ 864,492 Nine Months Ended September 30, 2020 Owned Sports Properties Events, Experiences & Rights Representation Total Media rights $ 395,857 $ 524,914 $ — $ 920,771 Media production, distribution and content 4,901 173,109 193,295 371,305 Events and performance 282,778 474,844 — 757,622 Talent representation and licensing — — 330,686 330,686 Marketing — — 145,176 145,176 Eliminations — — — ( 7,757 ) Total $ 683,536 $ 1,172,867 $ 669,157 $ 2,517,803 |
Summary of Transaction Price Related to These Future Obligation | Years Ending Remainder of 2021 $ 413,888 2022 1,519,817 2023 1,304,702 2024 1,011,721 2025 950,756 Thereafter 621,767 $ 5,822,651 |
Summary of Company's Contract Liabilities | The following table presents the Company’s contract liabilities as of September 30, 2021 and December 31, 2020 (in thousands): December 31, Foreign September 30, Description 2020 Additions Deductions Acquisitions Held for Sale Exchange 2021 Deferred revenue - current $ 606,530 $ 1,690,495 $ ( 1,462,394 ) $ 39,449 $ ( 239,623 ) $ 2,074 $ 636,531 Deferred revenue - noncurrent $ 19,437 $ 7,595 $ ( 17,536 ) $ 18,564 $ ( 3,652 ) $ — $ 24,408 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue | Revenue Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Owned Sports Properties $ 288,521 $ 299,130 $ 830,867 $ 683,536 Events, Experiences & Rights 446,333 384,257 1,514,615 1,172,867 Representation 664,723 183,583 1,241,864 669,157 Eliminations ( 8,274 ) ( 2,478 ) ( 15,189 ) ( 7,757 ) Total consolidated revenue $ 1,391,303 $ 864,492 $ 3,572,157 $ 2,517,803 |
Schedule of Reconciliation of Segment Profitability | Reconciliation of segment profitability Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Owned Sports Properties $ 134,679 $ 166,678 $ 412,495 $ 334,474 Events, Experiences & Rights 84,993 ( 9,595 ) 160,843 16,873 Representation 141,801 41,666 264,969 162,315 Corporate ( 78,156 ) ( 22,802 ) ( 187,476 ) ( 106,340 ) Adjusted EBITDA 283,317 175,947 650,831 407,322 Reconciling items: Equity losses of affiliates 3,052 3,119 876 4,916 Interest expense, net ( 55,783 ) ( 71,277 ) ( 207,970 ) ( 212,954 ) Depreciation and amortization ( 71,661 ) ( 76,471 ) ( 208,058 ) ( 241,669 ) Equity-based compensation expense ( 60,885 ) ( 20,602 ) ( 464,393 ) ( 37,577 ) Merger, acquisition and earn-out costs ( 13,107 ) ( 6,682 ) ( 38,291 ) ( 15,985 ) Certain legal costs 266 ( 1,646 ) ( 4,260 ) ( 7,805 ) Restructuring, severance and impairment ( 2,179 ) ( 952 ) ( 6,612 ) ( 213,199 ) Fair value adjustment - equity investments ( 90 ) 1,547 13,614 ( 4,212 ) COVID-19 related costs — 1,958 — ( 10,155 ) Other ( 9,152 ) 6,772 ( 51,063 ) 50,367 Income (loss) before income taxes and equity losses of affiliates $ 73,778 $ 11,713 $ ( 315,326 ) $ ( 280,951 ) |
RELATED PARTY TRANSACTIONS (Ta
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company has the following related party transactions as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020 (in thousands): September 30, December 31, 2021 2020 Other current assets $ 7,430 $ 5,572 Other assets 4,451 1,400 Assets held for sale 3,051 — Current liabilities — 1,356 Other current liabilities 1,007 969 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue $ 641 $ 1,306 $ 13,680 $ 6,484 Direct operating costs 772 533 3,629 2,505 Selling, general and administrative expenses 1,768 ( 583 ) 6,198 9,678 Interest expense, net — 433 — 911 Other income, net 875 875 2,625 2,625 |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | May 03, 2021 | Sep. 30, 2021 |
Subsidiary or Equity Method Investee [Line Items] | ||
Proceeds from issuance initial public offering and warrants | $ 1,886.6 | |
Proceeds from issaunce of warrants and shares used to acquire equity interest of the minorityunitholders | $ 835.7 | |
Percentage of equity interest acquired in subsidiary | 100.00% | |
Common Class A [Member] | New And Current Investors | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares issued | 75,584,747 | |
Common Class A [Member] | Endeavor Group Holdings | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares issued | 57,378,497 | |
Share price | $ 24 | |
Common Class A [Member] | Existing Investor [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares issued | 18,206,250 | |
Common Class A [Member] | IPO [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Stock issued during period shares | 24,495,000 | |
Shares issued price per share | $ 24 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Stock issued during period shares | 3,195,000 |
DESCRIPTION OF BUSINESS AND O_4
DESCRIPTION OF BUSINESS AND ORGANIZATION - Summary Of Company's Certificate Of Incorporation (Detail) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Common stock, par value | $ 0.00001 |
Votes | 1 |
Economic Rights | Yes |
Common Class B [Member] | |
Class of Stock [Line Items] | |
Common stock, par value | $ 0.00001 |
Votes | None |
Economic Rights | Yes |
Common Class C [Member] | |
Class of Stock [Line Items] | |
Common stock, par value | $ 0.00001 |
Votes | None |
Economic Rights | Yes |
Common Class X [Member] | |
Class of Stock [Line Items] | |
Common stock, par value | $ 0.00001 |
Votes | 1 |
Economic Rights | None |
Common Class Y [Member] | |
Class of Stock [Line Items] | |
Common stock, par value | $ 0.00001 |
Votes | 20 |
Economic Rights | None |
IMPACT OF THE GLOBAL COVID-19_2
IMPACT OF THE GLOBAL COVID-19 PANDEMIC - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Impact Of The Global Covid Nineteen Pandemic [Line Items] | ||
Cash and cash equivalents, Carrying value | $ 1,028,709 | $ 1,008,485 |
Endeavor China [Member] | Cash Subject To Restriction Under The Operating Agreement [Member] | ||
Impact Of The Global Covid Nineteen Pandemic [Line Items] | ||
Cash and cash equivalents, Carrying value | 118,900 | |
OLE [Member] | Cash Subject To Restriction Under The Operating Agreement [Member] | ||
Impact Of The Global Covid Nineteen Pandemic [Line Items] | ||
Cash and cash equivalents, Carrying value | $ 118,900 |
ACQUISITIONS AND DECONSOLIDAT_3
ACQUISITIONS AND DECONSOLIDATION - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 20, 2020 | Jan. 01, 2020 | Jan. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2021 |
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 4,472 | |||||
Goodwill | 4,415,891 | $ 4,181,179 | ||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||
Deconsolidation, Gain (Loss), Amount | $ 8,100 | |||||
On Location Events, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 441,100 | |||||
Cash consideration | $ 366,400 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 13.50% | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 65,200 | |||||
Business Combination, Consideration Transferred, Contingent Premium Payment | $ 9,500 | $ 41,000 | ||||
Share Price Per Unit Percentage | 32.00% | |||||
Business Acquisition, Transaction Costs | 13,700 | |||||
Goodwill | $ 387,542 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years 8 months 12 days | |||||
Equity Method Investment, Ownership Percentage | 44.90% | |||||
On Location Events, LLC [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived contract based intangible asset | $ 75,400 | |||||
Other 2020 Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 37,000 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 50.00% | |||||
Finite-lived contract based intangible asset | $ 46,400 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |||||
Equity Securities, FV-NI, Unrealized Gain (Loss) | $ 27,100 | |||||
Other 2020 Acquisition [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 8,600 | |||||
FlightScope and NCSA [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 290,800 | |||||
Business acquisitions, proforma revenue | 53,400 | |||||
Business acquisitions, proforma net income | 2,600 | |||||
FlightScope and NCSA [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Transaction Costs | 4,600 | |||||
FlightScope [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 33,550 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 4 months 24 days | |||||
FlightScope [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived contract based intangible asset | ||||||
NCSA [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 193,030 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years 2 months 12 days | |||||
NCSA [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived contract based intangible asset | $ 21,100 | |||||
Mailman [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 21,350 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years 7 months 6 days | |||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||
Mailman [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived contract based intangible asset | $ 800 |
ACQUISITIONS AND DECONSOLIDAT_4
ACQUISITIONS AND DECONSOLIDATION - Schedule of Fair Values of the Assets Acquired and the Liabilities Assumed in the Business Combination (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Intangible assets: | ||
Goodwill | $ 4,415,891 | $ 4,181,179 |
Non-redeemable non-controlling interest | (65,200) | |
On Location Events LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 45,230 | |
Restricted cash | 86 | |
Accounts receivable | 10,316 | |
Deferred costs | 99,184 | |
Other current assets | 53,893 | |
Property and equipment | 4,361 | |
Operating lease right-of-use assets | 3,509 | |
Other assets | 74,193 | |
Intangible assets: | ||
Goodwill | 387,542 | |
Accounts payable and accrued expenses | (55,927) | |
Other current liabilities | (28,224) | |
Deferred revenue | (175,790) | |
Debt | (217,969) | |
Operating lease liabilities | 3,509 | |
Other liabilities | (24,377) | |
Non-redeemable non-controlling interest | (5,635) | |
Net assets acquired | 441,102 | |
On Location Events LLC [Member] | Trade names [Member] | ||
Intangible assets: | ||
Intangible assets | 75,400 | |
On Location Events LLC [Member] | Customer and client relationships [Member] | ||
Intangible assets: | ||
Intangible assets | 198,819 | |
FlightScope [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 1,042 | |
Accounts receivable | 475 | |
Deferred costs | 94 | |
Other current assets | 1,640 | |
Property and equipment | 1,089 | |
Right of use assets | 1,272 | |
Other assets | 1,056 | |
Intangible assets: | ||
Goodwill | 33,550 | |
Accounts payable and accrued expenses | (806) | |
Other current liabilities | (187) | |
Deferred revenue | (631) | |
Operating lease liability | (1,272) | |
Other liabilities | (4,334) | |
Net assets acquired | 51,088 | |
FlightScope [Member] | Trade names [Member] | ||
Intangible assets: | ||
Intangible assets | ||
FlightScope [Member] | Customer and client relationships [Member] | ||
Intangible assets: | ||
Intangible assets | 2,700 | |
FlightScope [Member] | Internally developed software [Member] | ||
Intangible assets: | ||
Intangible assets | 15,400 | |
NCSA [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 3,655 | |
Accounts receivable | 5,619 | |
Deferred costs | 1,096 | |
Other current assets | 10,238 | |
Property and equipment | 2,804 | |
Right of use assets | 4,951 | |
Other assets | 5,472 | |
Intangible assets: | ||
Goodwill | 193,030 | |
Accounts payable and accrued expenses | (20,855) | |
Other current liabilities | (10,318) | |
Deferred revenue | (37,636) | |
Operating lease liability | (4,951) | |
Other liabilities | (24,508) | |
Net assets acquired | 196,797 | |
NCSA [Member] | Trade names [Member] | ||
Intangible assets: | ||
Intangible assets | 21,100 | |
NCSA [Member] | Customer and client relationships [Member] | ||
Intangible assets: | ||
Intangible assets | 10,000 | |
NCSA [Member] | Internally developed software [Member] | ||
Intangible assets: | ||
Intangible assets | 37,100 | |
Mailman [Member] | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 16,598 | |
Accounts receivable | 11,292 | |
Deferred costs | 476 | |
Other current assets | 1,713 | |
Property and equipment | 585 | |
Right of use assets | 359 | |
Other assets | 2,172 | |
Intangible assets: | ||
Goodwill | 21,350 | |
Accounts payable and accrued expenses | (16,137) | |
Other current liabilities | (2,958) | |
Deferred revenue | (972) | |
Operating lease liability | (359) | |
Other liabilities | (4,445) | |
Net assets acquired | 42,874 | |
Mailman [Member] | Trade names [Member] | ||
Intangible assets: | ||
Intangible assets | 800 | |
Mailman [Member] | Customer and client relationships [Member] | ||
Intangible assets: | ||
Intangible assets | $ 12,400 |
HELD FOR SALE - Summary of Majo
HELD FOR SALE - Summary of Major Classes of Assets And Liabilities Held For Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Cash and cash equivalents | $ 1,028,709 | $ 1,008,485 |
Accounts receivable | 639,429 | 445,778 |
Other current assets | 200,959 | 194,463 |
Property and equipment | 598,433 | 613,139 |
Operating lease right-of-use assets | 363,040 | 386,911 |
Goodwill | 4,415,891 | 4,181,179 |
Investments | 285,842 | 251,078 |
Other assets | 203,444 | 540,651 |
Total assets | 10,730,858 | 9,633,634 |
Other current liabilities | 89,805 | 65,025 |
Total liabilities | 8,476,176 | $ 8,478,885 |
Franchise Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cash and cash equivalents | 58,506 | |
Restricted Cash | 998 | |
Accounts receivable | 125,600 | |
Other current assets | 35,531 | |
Property and equipment | 124 | |
Operating lease right-of-use assets | 136 | |
Goodwill | 10,808 | |
Investments | 14,682 | |
Other assets | 714,292 | |
Total assets | 960,677 | |
Accounts Payable and Accrued Liabilities | 34,517 | |
Deposits received on behalf of clients | 230 | |
Deferred Revenue | 239,623 | |
Other current liabilities | 1,214 | |
Debt | 223,038 | |
Operating lease liabilities | 125 | |
Other long-term liabilities | 50,099 | |
Total liabilities | $ 548,846 |
SUPPLEMENTARY DATA - Additional
SUPPLEMENTARY DATA - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Supplementary Data [Abstract] | |||||
Amortization of content costs | $ 246,500 | $ 5,000 | $ 319,800 | $ 30,100 | |
Amortization of content costs, Monetized on a title-by-title basis | 243,900 | 2,400 | 312,700 | 24,000 | |
Amortization of content costs, Monetized as a film group | 2,600 | $ 2,600 | 7,100 | $ 6,100 | |
Assets held for sale | 960,677 | 960,677 | $ 0 | ||
Current assets classified as assets held for sale | $ 583,900 | $ 583,900 |
SUPPLEMENTARY DATA - Summary of
SUPPLEMENTARY DATA - Summary of Unamortized Content Costs (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Film, Disclosures [Abstract] | ||
Licensed program rights, net of accumulated amortization | $ 15,724 | $ 19,793 |
Produced programming: | ||
Released, net of accumulated amortization | 2,899 | 4,806 |
In production | 8,218 | 314,214 |
In development | 624 | 37,392 |
Content cost monetized on a title-by-title basis | 6,769 | 358,207 |
Content cost monetized as a film group | 20,696 | 17,998 |
Total content costs | $ 27,465 | $ 376,205 |
SUPPLEMENTARY DATA - Summary _2
SUPPLEMENTARY DATA - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued operating expenses | $ 221,078 | $ 155,142 |
Payroll, bonuses and benefits | 225,436 | 100,630 |
Other | 57,439 | 66,977 |
Total accrued liabilities | $ 503,953 | $ 322,749 |
SUPPLEMENTARY DATA - Summary _3
SUPPLEMENTARY DATA - Summary of Allowance for Doubtful Accounts (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Allowance For Doubtful Accounts [Abstract] | |
Balance at Beginning of Year | $ 67,975 |
Additions/Charged (Credited) to Costs and Expenses | 3,461 |
Deductions | (9,298) |
Foreign Exchange | (623) |
Assets held for sale | (1,237) |
Balance at End of Period | $ 60,278 |
SUPPLEMENTARY DATA - Summary _4
SUPPLEMENTARY DATA - Summary of Supplemental Cash Flow (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental information: | ||
Cash paid for interest | $ 145,966 | $ 183,694 |
Cash payments for income taxes | 27,185 | 31,457 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | 15,931 | 2,745 |
Contingent consideration provided in connection with acquisitions | 4,472 | 9,947 |
Accretion of redeemable non-controlling interests | (34,417) | (10,281) |
Accrued redemption of units included in accrued liabilities and other current liabilities | 17,396 | |
Establishment and acquisition of non-controlling interests | 3,087,301 | |
Establishment of tax receivable agreements liability | 32,081 | |
Commercial Paper [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of promissory note | 15,885 | |
Common Class A [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of Class A Common Units | $ 26,476 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Intangible asset amortization expense | $ 48.6 | $ 55.3 | $ 141 | $ 178.8 |
Goodwill impairment loss | 137.3 | |||
Impairment charges | 38 | |||
Events Experiences And Rights [Member] | ||||
Impairment charges | 31.8 | |||
Representation [Member] | ||||
Impairment charges | $ 6.2 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Summary of Changes in the Carrying Value of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Balance — December 31, 2020 | $ 4,181,179 |
Acquisitions | 253,519 |
Impairment | (4,524) |
Assets held for sale | (10,808) |
Foreign currency translation and other | (3,475) |
Balance - September 30, 2021 | 4,415,891 |
Owned Sports Properties [Member] | |
Goodwill [Line Items] | |
Balance — December 31, 2020 | 2,674,038 |
Acquisitions | 0 |
Impairment | 0 |
Assets held for sale | 0 |
Foreign currency translation and other | 0 |
Balance - September 30, 2021 | 2,674,038 |
Events, Experiences & Rights [Member] | |
Goodwill [Line Items] | |
Balance — December 31, 2020 | 1,011,217 |
Acquisitions | 238,385 |
Impairment | (1,979) |
Assets held for sale | 0 |
Foreign currency translation and other | 1,351 |
Balance - September 30, 2021 | 1,246,272 |
Representation [Member] | |
Goodwill [Line Items] | |
Balance — December 31, 2020 | 495,924 |
Acquisitions | 15,134 |
Impairment | (2,545) |
Assets held for sale | (10,808) |
Foreign currency translation and other | (2,124) |
Balance - September 30, 2021 | $ 495,581 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Summary of Company's Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Trade Names, Gross | $ 970,595 | ||
Total Amortized Gross | $ 2,491,333 | 2,394,534 | |
Total Intangible Assets Gross | 2,919,489 | 2,825,892 | |
Accumulated Amortization | (1,365,381) | (1,230,424) | |
Carrying Value | 1,125,952 | 1,164,110 | |
Total Intangible Assets Carrying Value | 1,554,108 | 1,595,468 | $ 1,595,468 |
Indefinite-Lived Trade Names | 339,460 | 341,272 | |
Owned events [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-Lived Owned Events | $ 88,696 | $ 90,086 | |
Trade names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Estimated Useful Life (in years) | 17 years 3 months 18 days | 17 years 6 months | |
Total Amortized Gross | $ 990,937 | ||
Accumulated Amortization | (276,005) | $ (232,158) | |
Carrying Value | $ 714,932 | $ 738,437 | |
Customer and client relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Estimated Useful Life (in years) | 6 years 8 months 12 days | 6 years 8 months 12 days | |
Total Amortized Gross | $ 1,336,213 | $ 1,317,083 | |
Accumulated Amortization | (985,996) | (907,889) | |
Carrying Value | $ 350,217 | $ 409,194 | |
Internally developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Estimated Useful Life (in years) | 3 years 10 months 24 days | 4 years 4 months 24 days | |
Total Amortized Gross | $ 118,828 | $ 61,539 | |
Accumulated Amortization | (58,271) | (46,126) | |
Carrying Value | $ 60,557 | $ 15,413 | |
Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Estimated Useful Life (in years) | 4 years 3 months 18 days | 4 years 3 months 18 days | |
Total Amortized Gross | $ 45,355 | $ 45,317 | |
Accumulated Amortization | (45,109) | (44,251) | |
Carrying Value | $ 246 | $ 1,066 |
INVESTMENTS - Additional Inform
INVESTMENTS - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 01, 2020 | |
Schedule of Held-to-maturity Securities [Line Items] | ||||||
Company's ownership of its equity method investments | 50.00% | |||||
Equity method investments, Other-than-temporary impairment charges recorded | $ 5,900 | |||||
Equity method investments, Net proceeds from sale | $ 0 | |||||
Equity method investment without Readily Determinable Fair Values, gain from sale recorded | 900 | $ 1,300 | $ 900 | (2,400) | ||
Equity investments without readily determinable fair values, Impairment Loss recorded | 2,600 | |||||
Equity investments with readily determinable fair values, Amount | 800 | 800 | $ 7,000 | |||
Gains (losses) recorded, Due to the change in fair value in other (expense) income | (100) | 5,100 | 300 | 1,100 | ||
Net loss | $ 63,613 | (21,819) | $ (450,778) | (568,845) | ||
LeafieldImg College [Member] | ||||||
Schedule of Held-to-maturity Securities [Line Items] | ||||||
Company's ownership of its equity method investments | 42.00% | 42.00% | ||||
Net loss | $ 14,800 | $ 31,400 | $ 76,300 | $ 238,900 | ||
Maximum [Member] | ||||||
Schedule of Held-to-maturity Securities [Line Items] | ||||||
Company's ownership of its equity method investments | 50.00% | 50.00% | ||||
Equity method investments, Net proceeds from sale | $ 11,500 | |||||
Minimum [Member] | ||||||
Schedule of Held-to-maturity Securities [Line Items] | ||||||
Company's ownership of its equity method investments | 5.00% | 5.00% | ||||
Equity method investments, Net proceeds from sale | $ 4,800 |
INVESTMENTS - Summary of Compan
INVESTMENTS - Summary of Company's Investments (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Equity method investments | $ 193,255 | $ 177,663 |
Equity investments without readily determinable fair values | 91,808 | 66,378 |
Equity investments with readily determinable fair values | 779 | 7,037 |
Total investments | $ 285,842 | $ 251,078 |
FINANCIAL INSTRUMENTS - Additio
FINANCIAL INSTRUMENTS - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Financial Instrument [Line Items] | ||||
Outstanding forward foreign exchange contracts maturities | 12 months | |||
Designated As Cash Flow Hedge [Member] | Forward Foreign Exchange Contracts [Member] | ||||
Financial Instrument [Line Items] | ||||
Recognized net gains (losses) in accumulated other comprehensive (losses) gains | $ (600) | $ 200 | $ (400) | $ (2,000) |
Reclassification of gains or losses into income (loss) | 1,500 | 0 | 1,500 | 0 |
Designated As Cash Flow Hedge [Member] | Interest Rate Swap [Member] | ||||
Financial Instrument [Line Items] | ||||
Recognized net gains (losses) in accumulated other comprehensive (losses) gains | (100) | (700) | 13,200 | (93,200) |
Reclassification of gains or losses into income (loss) | (7,700) | (8,100) | (22,600) | 15,000 |
Other Nonoperating Income (Expense) [Member] | Forward Foreign Exchange Contracts [Member] | ||||
Financial Instrument [Line Items] | ||||
Net Gain (Loss) on foreign exchange contracts | (1,200) | (2,200) | (10,400) | 11,000 |
Other Nonoperating Income (Expense) [Member] | Not Designated As Cash Flow Hedge [Member] | Forward Foreign Exchange Contracts [Member] | ||||
Financial Instrument [Line Items] | ||||
Net Gain (Loss) on foreign exchange contracts | $ 600 | $ (600) | $ 1,400 | $ 600 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Outstanding Forward Foreign Exchange Contracts Balances (Detail) | 9 Months Ended | ||||
Sep. 30, 2021USD ($) | Sep. 30, 2021GBP (£) | Sep. 30, 2021EUR (€) | Sep. 30, 2021AUD ($) | Sep. 30, 2020USD ($) | |
Schedule Of Outstanding Forward Foreign Exchange Contracts Balances [Line Items] | |||||
Foreign Currency Amount | $ (6,156,000) | $ (2,175,000) | |||
British Pound Sterling [Member] | |||||
Schedule Of Outstanding Forward Foreign Exchange Contracts Balances [Line Items] | |||||
Foreign Currency Amount | £ | £ 24,500 | ||||
US Dollar Amount | $ 33,781 | ||||
Weighted Average Exchange Rate Per $1 USD | 0.73 | ||||
Canadian Dollar [Member] | |||||
Schedule Of Outstanding Forward Foreign Exchange Contracts Balances [Line Items] | |||||
Foreign Currency Amount | $ 35,717 | ||||
US Dollar Amount | $ 27,410 | ||||
Weighted Average Exchange Rate Per $1 USD | 1.30 | ||||
Swedish Krona [Member] | |||||
Schedule Of Outstanding Forward Foreign Exchange Contracts Balances [Line Items] | |||||
Foreign Currency Amount | € | € 4,500 | ||||
US Dollar Amount | $ 526 | ||||
Weighted Average Exchange Rate Per $1 USD | 8.56 | ||||
Australian Dollar [Member] | |||||
Schedule Of Outstanding Forward Foreign Exchange Contracts Balances [Line Items] | |||||
Foreign Currency Amount | $ 14,300 | ||||
US Dollar Amount | $ 10,639 | ||||
Weighted Average Exchange Rate Per $1 USD | 1.34 | ||||
Singapore Dollar [Member] | |||||
Schedule Of Outstanding Forward Foreign Exchange Contracts Balances [Line Items] | |||||
Foreign Currency Amount | $ 1,300 | ||||
US Dollar Amount | $ 960 | ||||
Weighted Average Exchange Rate Per $1 USD | 1.35 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers of assets or liabilities between fair value measurement classifications | $ 0 | |
Foreign Current Derivatives [Member] | Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 500 | $ 1,800 |
Foreign Current Derivatives [Member] | Other Long Term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 6,900 | 700 |
Foreign Current Derivatives [Member] | Assets Held For Sale [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 200 | 0 |
Foreign Current Derivatives [Member] | Liabilities Held For Sale [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 1,200 | 0 |
Foreign Current Derivatives [Member] | Other Current Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 3,200 | 4,300 |
Interest Rate Swap [Member] | Other Long Term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of the interest rate swaps | $ 71,800 | $ 107,900 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Fair Value Of Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments in equity securities with readily determinable fair values | $ 779 | |
Forward foreign exchange contracts | 460 | |
Total | 1,239 | |
Liabilities: | ||
Contingent consideration | 25,421 | $ 9,026 |
Interest rate swaps | 71,834 | |
Forward foreign exchange contracts | 10,187 | |
Total | 107,442 | |
Level I [Member] | ||
Assets: | ||
Investments in equity securities with readily determinable fair values | 779 | |
Total | 779 | |
Level II [Member] | ||
Assets: | ||
Forward foreign exchange contracts | 460 | |
Total | 460 | |
Liabilities: | ||
Interest rate swaps | 71,834 | |
Forward foreign exchange contracts | 10,187 | |
Total | 82,021 | |
Level III [Member] | ||
Liabilities: | ||
Contingent consideration | 25,421 | |
Total | $ 25,421 | |
Fair Value, Recurring [Member] | ||
Assets: | ||
Investments in equity securities with readily determinable fair values | 7,037 | |
Forward foreign exchange contracts | 1,794 | |
Total | 8,831 | |
Liabilities: | ||
Contingent consideration | 9,026 | |
Interest rate swaps | 107,909 | |
Forward foreign exchange contracts | 5,023 | |
Total | 121,958 | |
Fair Value, Recurring [Member] | Level I [Member] | ||
Assets: | ||
Investments in equity securities with readily determinable fair values | 7,037 | |
Total | 7,037 | |
Fair Value, Recurring [Member] | Level II [Member] | ||
Assets: | ||
Forward foreign exchange contracts | 1,794 | |
Total | 1,794 | |
Liabilities: | ||
Interest rate swaps | 107,909 | |
Forward foreign exchange contracts | 5,023 | |
Total | 112,932 | |
Fair Value, Recurring [Member] | Level III [Member] | ||
Liabilities: | ||
Contingent consideration | 9,026 | |
Total | $ 9,026 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Change in Fair Value of Contingent Consideration (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule Of Change In The Fair Value Of Contingent Consideration [Line Items] | |
Balance at December 31, 2020 | $ 9,026 |
Acquisitions | 4,472 |
Payments | (2,491) |
Change in fair value | 14,414 |
Balance at September 30, 2021 | $ 25,421 |
DEBT - Additional Information (
DEBT - Additional Information (Detail) $ in Thousands | Jun. 29, 2021USD ($) | Oct. 31, 2021 | Aug. 31, 2021USD ($)d | Apr. 30, 2021 | Jan. 31, 2021 | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 31, 2021USD ($) | Feb. 28, 2021USD ($) |
Debt Instrument [Line Items] | |||||||||
Outstanding letters of credit | $ 0 | ||||||||
Long-term debt | $ 5,108,401 | 5,925,805 | |||||||
Redeemable non-controlling interests | 208,890 | 168,254 | |||||||
EDR Endeavor Group Holdings [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Tax receivable agreements liability | $ 32,100 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit maturity date | May 2024 | ||||||||
Outstanding letters of credit | $ 0 | ||||||||
Repayment of line of credit | $ 163,100 | ||||||||
2014 Credit Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding letters of credit | 26,000 | 24,800 | |||||||
2014 Credit Facilities [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit maturity date | May 2024 | ||||||||
2014 Credit Facilities [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit maturity date | May 2023 | ||||||||
Zuffa Credit Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding letters of credit | 10,000 | 10,000 | |||||||
Repayment of line of credit | 180,200 | ||||||||
Redemption premium paid | 0 | ||||||||
New First Lien Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit interest rate description | 25 basis point step-down to 2.75% for LIBOR loans | ||||||||
Line of credit leverage ratio | 3.5-to-1 | ||||||||
New First Lien Term Loan [Member] | Loss On Extinguishment Of Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption premium paid | 28,600 | ||||||||
New First Lien Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit interest rate description | interest rate margin by 25 basis points to 3.00% for LIBOR | ||||||||
New First Lien Term Loan [Member] | LIBOR Floor [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit interest rate description | reduced the LIBOR floor by 25 basis points to 0.75% | ||||||||
OLE Revolving Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of days prior to the maturity date of the term loans | d | 91 | ||||||||
Outstanding letters of credit | $ 0 | 0 | |||||||
First lien leverage ratio | 3 | ||||||||
Long-term debt | $ 2,000 | ||||||||
Percentage of revolving commitments | 40.00% | ||||||||
OLE Revolving Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit maturity date | August 2026 | ||||||||
Line of Credit Capacity | $ 42,900 | ||||||||
OLE Revolving Credit Agreement [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit maturity date | February 2025 | ||||||||
Line of Credit Capacity | $ 20,000 | ||||||||
Receivables Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 50,500 | 83,700 | |||||||
Endeavor Content Capital Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding letters of credit | 0 | ||||||||
Maximum borrowing capacity | 200,000 | $ 430,000 | $ 325,000 | ||||||
Line of credit | $ 204,600 | $ 153,900 | |||||||
Zuffa Secured Commercial Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Covenant compliance | Zuffa was in compliance with its financial debt covenant | Zuffa was in compliance with its financial debt covenant | |||||||
2014 Credit Facilities and Zuffa Credit Facilities [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash | $ 63,300 | ||||||||
Liabilities for redemption of units and future incentive awards | 53,900 | ||||||||
Deferred compensation share-based arrangements, liability, classified | 11,900 | ||||||||
Redeemable non-controlling interests | 28,400 | ||||||||
Debt instrument fair value | $ 5,000,000 | $ 5,300,000 | |||||||
Repayment of line of credit | $ 256,700 | ||||||||
2014 Credit Facilities and Zuffa Credit Facilities [Member] | Endeavor Group Holdings | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash | $ 76,400 | ||||||||
2014 Credit Facilities and Zuffa Credit Facilities [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding borrowings was not applicable to borrowing capacity | thirty-five percent | thirty-five percent | |||||||
Subsequent Event [Member] | LIBOR Floor [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding borrowings was not applicable to borrowing capacity | 2.00 | ||||||||
Subsequent Event [Member] | New First Lien Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit maturity date | April 29, 2026 | ||||||||
Line of credit interest rate description | 25 basis point step-down to 2.75% for LIBOR loans | ||||||||
Line of credit leverage ratio | 3.50 to 1.00 |
DEBT - Summary of Outstanding D
DEBT - Summary of Outstanding Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total principal | $ 5,174,217 | $ 6,023,870 |
Unamortized discount | (22,364) | (40,982) |
Unamortized issuance costs | (43,452) | (57,083) |
Total debt | 5,108,401 | 5,925,805 |
Less: current portion | (75,858) | (212,971) |
Total long-term debt | 5,032,543 | 5,712,834 |
First Lien Term Loan (due May 2025) [Member] | ||
Debt Instrument [Line Items] | ||
Total principal | 2,793,581 | 3,074,230 |
Revolving Credit Facility (due May 2023) [Member] | ||
Debt Instrument [Line Items] | ||
Total principal | 0 | 163,057 |
Zuffa First Lien Term Loan (due April 2026) [Member] | ||
Debt Instrument [Line Items] | ||
Total principal | 2,248,517 | 2,447,064 |
Other Debt (2.47%-14.50% Notes due at various dates through 2030) [Member] | ||
Debt Instrument [Line Items] | ||
Total principal | $ 132,119 | $ 339,519 |
DEBT - Summary of Outstanding_2
DEBT - Summary of Outstanding Debt (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
First Lien Term Loan (due May 2025) [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit maturity date | May 2025 | |
Revolving Credit Facility (due May 2023) [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit maturity date | May 2024 | |
Zuffa First Lien Term Loan (due April 2026) [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit maturity date | April 2026 | |
Other Debt (2.47%-14.50% Notes due at various dates through 2030) [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit maturity date | 2031 | |
Other Debt (2.47%-14.50% Notes due at various dates through 2030) [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit interest rate | 14.50% | 14.50% |
Other Debt (2.47%-14.50% Notes due at various dates through 2030) [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit interest rate | 2.46% | 2.46% |
MEMBERS' EQUITY - Additional I
MEMBERS' EQUITY - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Profit units issued | 314,123,415 | ||||
Payment of a distribution to non controlling interest | $ 835,039 | $ 201,900 | |||
Retained distribution amount | 135,000 | ||||
Silver Lake [Member] | |||||
Common units issued | 8,766,738 | 8,766,738 | |||
Proceeds from issuance of common units | $ 26,500 | ||||
Silver Lake [Member] | Convertible Promissory Note [Member] | |||||
Proceeds from issuance of convertible promissory note | $ 15,900 | ||||
Zuffa [Member] | |||||
Payment of a distribution to non controlling interest | $ 300,000 | ||||
Authorized distribution amount | $ 201,900 | ||||
Common Class A [Member] | |||||
Common units issued | 2,149,218,614 | ||||
Common units outstanding | 2,149,218,614 | ||||
Common unit par or stated value per share | $ 0 |
REDEEMABLE NON-CONTROLLING INTE
REDEEMABLE NON-CONTROLLING INTERESTS - Additional Information (Detail) $ in Millions | Jun. 25, 2021USD ($) | Jul. 31, 2018USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2021USD ($) | Feb. 28, 2021 | Dec. 31, 2020USD ($) | Mar. 31, 2018USD ($) |
Redeemable Noncontrolling Interest [Line Items] | |||||||
Premium payable | $ 41 | ||||||
Noncontrolling interest, fair value | $ 65.2 | ||||||
Proceeds from noncontrolling interests | $ 9.7 | $ 75 | |||||
Contribution Expense | $ 6.9 | ||||||
Minority interest ownership percentage | 34.00% | 20.00% | |||||
EBIT DA multiplication factor | 7.5 | ||||||
Commitement to contribute capital additionally | $ 125 | ||||||
Companys funding obligation | 12.5 | ||||||
Noncontrolling Interest [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Companys funding obligation | $ 112.5 | ||||||
OLE [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Temporary equity, estimated redemption value | $ 58.6 | $ 45 | |||||
Number of equity holders agreed to fund to subsidiary | 32 | ||||||
Aggregate pro-rata capital contribution | $ 40 | ||||||
Amount funded as pro-rata capital contribution from parent | 34.6 | ||||||
Amount funded as pro-rata capital contribution from equity holders | $ 5.4 | ||||||
China Subsidiary [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Temporary equity, estimated redemption value | 107.5 | 91.4 | |||||
Zuffa [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Temporary equity, estimated redemption value | 9.7 | 9.7 | |||||
Frieze [Member] | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Temporary equity, estimated redemption value | $ 22 | $ 22.2 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Earnings Per Share and Weighted Average Shares Outstanding (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | ||||
Numerator | ||||||||
Consolidated Net Loss | $ 63,613 | $ (21,819) | $ (450,778) | $ (568,845) | ||||
Net loss attributable to NCI (Endeavor Operating Company Units) | 21,128 | 58,430 | (141,980) | 32,914 | ||||
Net loss attributable to NCI (Endeavor Operating Company) | (5,507) | |||||||
Net loss attributable to NCI (Endeavor Manager LLC Manager Units) | 3,951 | $ (26,334) | ||||||
Net income (loss) attributable to the Company | 42,485 | (277,112) | ||||||
Adjustment to net loss attributable to the Company | (1,399) | |||||||
Net loss attributable to EGH common shareholders | 42,485 | $ 0 | $ (278,511) | $ (277,112) | $ 0 | |||
Net income attributable to EGH common shareholders | $ 69,120 | |||||||
Denominator | ||||||||
Weighted average Class A Common Shares outstanding - Basic | 262,891,070 | 261,048,116 | 261,048,116 | |||||
Additional shares assuming exchange of all Endeavor Profits Units | 3,569,639 | |||||||
Additional shares assuming exchange of all Endeavor Operating Units and Endeavor Manager Units | 169,259,312 | |||||||
Weighted average number of shares used in computing diluted income per share | 435,922,511 | 261,048,116 | ||||||
Earnings Per Share, Basic | $ 0.16 | [1] | $ (1.07) | $ (1.07) | [1] | |||
Earnings Per Share, Diluted | [1] | $ 0.16 | $ (1.07) | |||||
Stock Option [Member] | ||||||||
Denominator | ||||||||
Additional Shares assuming conversion | 202,490 | |||||||
Common Class A [Member] | ||||||||
Denominator | ||||||||
Weighted average Class A Common Shares outstanding - Basic | 262,891,070 | |||||||
Operating Unit [Member] | ||||||||
Numerator | ||||||||
Consolidated Net Loss | $ 63,613 | $ (457,841) | ||||||
Manager units [Member] | ||||||||
Numerator | ||||||||
Net loss attributable to NCI (Endeavor Operating Company Units) | $ 17,177 | $ (154,395) | ||||||
[1] | Basic and diluted income (loss) per share of Class A common stock is applicable only for the period from May 1, 2021 through September 30, 2021, which is the period following the initial public offering (“IPO”) and the related Reorganization Transactions (as defined in Note 1 to the unaudited consolidated financial statements). See Note 15 for the calculation of the numbers 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. |
EQUITY BASED COMPENSATION - Sum
EQUITY BASED COMPENSATION - Summary Of Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Time Vested Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding beginning balances | 0 |
Outstanding beginning balances | $ / shares | $ 0 |
Granted,Unites | 7,367,065 |
Granted,Value | $ / shares | $ 29.96 |
Forfeited, Units | (9,191) |
Forfeited,Value | $ / shares | $ 30.81 |
Release,Units | (781,143) |
Released,Value | $ / shares | $ 30.81 |
Vested and releasable,Units | 1,268,130 |
Vested and releasable,value | $ | $ 30,530 |
Outstanding balances at end | 6,576,731 |
Outstanding balances at end | $ / shares | $ 29.86 |
Market Vested Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding beginning balances | 0 |
Outstanding beginning balances | $ / shares | $ 0 |
Granted,Unites | 3,139,363 |
Granted,Value | $ / shares | $ 28.09 |
Forfeited, Units | (39,199) |
Forfeited,Value | $ / shares | $ 27.57 |
Release,Units | (830,857) |
Released,Value | $ / shares | $ 29.04 |
Vested and releasable,Units | 4,130 |
Vested and releasable | $ | 28.21 |
Outstanding balances at end | 2,269,307 |
Outstanding balances at end | $ / shares | $ 27.74 |
EQUITY BASED COMPENSATION - s_2
EQUITY BASED COMPENSATION - summary of Share Based Compensation Arrangements By Share Based Payment Award (Detail) - Share-based Payment Arrangement, Option [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding balances at beginning | shares | 0 |
Granted | shares | 3,234,561 |
Forfeited or expired | shares | (17,187) |
Outstanding balances at end | shares | 3,217,374 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | shares | 563,367 |
Outstanding balances at beginning | $ / shares | $ 0 |
Granted | $ / shares | 24.03 |
Forfeited or expired | $ / shares | 24 |
Outstanding balances at end | $ / shares | 24.03 |
Vested and exercisable | $ / shares | $ 24 |
EQUITY BASED COMPENSATION - Sch
EQUITY BASED COMPENSATION - Schedule Of Share Based Payment Award Stock Options Valuation Assumptions (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Risk-free Interest Rate | 1.02% |
Expected Volatility | 41.35% |
Expected Life (in years) | 5 years 8 months 23 days |
Expected Dividend Yield | 0.00% |
EQUITY BASED COMPENSATION - Add
EQUITY BASED COMPENSATION - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 03, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocation of share based compensation accelarated costs | $ 251,900 | |||
Allocated share based compensation expense | $ 37,577 | |||
Reversal of related equity based compensation | 4,000 | |||
Fair value of outstanding put rights | $ 5,700 | $ 5,700 | ||
Share based compensation arrangement, number of shares vested | 0.333333 | |||
Two Thousand And Twenty One Incentive Award Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares reserved for future issuance | 21,700,000 | 21,700,000 | ||
Share based compensation arrangement, terms of award | The terms of each award, including vesting and forfeiture, are fixed by the administrator of the 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two to five year period or full vesting at grant; (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. | |||
Share based compensation by share based payment award options and equity instruments other than options vested grant date fair value | $ 71,300 | |||
Share based compensation by share based payment award options and equity instruments other than options vested aggregate intrinsic value | 39,100 | |||
Share based compensation by share based payment award options and equity instruments other than options, Outstanding | $ 268,500 | $ 268,500 | ||
Two Thousand And Twenty One Incentive Award Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangement weighted average grant date of fair value of options granted | $ 9.56 | |||
Two Thousand And Twenty One Incentive Award Plan [Member] | Restricted Stock Units And Employee Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based payment arrangment unrecognized compensation | 166,800 | $ 166,800 | ||
Share based compensation by share based payment arrangement unrecognized compensation remaining period for recognition | 1 year 11 months 4 days | |||
Two Thousand And Twenty One Incentive Award Plan [Member] | Restricted Stock Units And Employee Stock Options [Member] | Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share based compensation expense | 31,200 | $ 142,600 | ||
Ceo And Executive Chairman Market Based Incentive Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share based compensation expense | 24,100 | 47,600 | ||
Share based compensation by share based payment arrangment unrecognized compensation | $ 261,600 | $ 261,600 | ||
Share based compensation by share based payment arrangement unrecognized compensation remaining period for recognition | 2 years 6 months 14 days | |||
Ceo And Executive Chairman Market Based Incentive Awards [Member] | Executive Chairman [Member] | Performing Vesting Restricted Stock Units [Member] | Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation arrangement, number of shares vested | 0.333333 | |||
Ceo And Executive Chairman Market Based Incentive Awards [Member] | CEO And Executive Chairman [Member] | Performing Vesting Restricted Stock Units [Member] | Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation arrangement,Volume weighted average price per share | $ 24 | |||
Ceo And Executive Chairman Market Based Incentive Awards [Member] | Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation arrangement by share based payment award equity instruments other than options granted | 520,834 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income taxes | $ (7,718) | $ (941) | $ 58,285 | $ 43,614 | |
Income from continuing operations | $ 73,778 | $ 11,713 | $ 315,326 | $ 280,951 | |
Effective income tax rate | (10.50%) | (8.00%) | (18.50%) | (15.50%) | |
Unrecognized tax benefits | $ 44,100 | $ 44,100 | $ 34,400 | ||
Tax Receivable Agreement [Member] | |||||
Percentage of realized tax benefits payable pursuant to an agreement | 85.00% | ||||
Tax liability pursuant to an agreement | $ 32,000 | $ 32,000 |
REVENUE - Summary Of Company's
REVENUE - Summary Of Company's Revenue Disaggregated By Primary Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,391,303 | $ 864,492 | $ 3,572,157 | $ 2,517,803 |
Owned Sports Properties [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 288,521 | 299,130 | 830,867 | 683,536 |
Events, Experiences & Rights [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 446,333 | 384,257 | 1,514,615 | 1,172,867 |
Representation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 664,723 | 183,583 | 1,241,864 | 669,157 |
Eliminations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,274 | (2,478) | (15,189) | (7,757) |
Eliminations [Member] | Owned Sports Properties [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Eliminations [Member] | Events, Experiences & Rights [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Eliminations [Member] | Representation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Media Rights [Member] | Reportable Subsegments [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 319,338 | 431,795 | 1,293,912 | 920,771 |
Media Rights [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 156,973 | 169,817 | 497,564 | 395,857 |
Media Rights [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 162,365 | 261,978 | 796,348 | 524,914 |
Media Rights [Member] | Reportable Subsegments [Member] | Representation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Media Production, Distribution And Content [Member] | Reportable Subsegments [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 482,801 | 103,344 | 855,837 | 371,305 |
Media Production, Distribution And Content [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,510 | 1,701 | 4,937 | 4,901 |
Media Production, Distribution And Content [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 81,818 | 59,347 | 259,229 | 173,109 |
Media Production, Distribution And Content [Member] | Reportable Subsegments [Member] | Representation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 399,473 | 42,296 | 591,671 | 193,295 |
Events And Performance [Member] | Reportable Subsegments [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 332,188 | 190,544 | 787,404 | 757,622 |
Events And Performance [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 130,038 | 127,612 | 328,366 | 282,778 |
Events And Performance [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 202,150 | 62,932 | 459,038 | 474,844 |
Events And Performance [Member] | Reportable Subsegments [Member] | Representation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Talent Representation And Licensing [Member] | Reportable Subsegments [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 201,106 | 102,799 | 493,780 | 330,686 |
Talent Representation And Licensing [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Talent Representation And Licensing [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Talent Representation And Licensing [Member] | Reportable Subsegments [Member] | Representation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 201,106 | 102,799 | 493,780 | 330,686 |
Marketing [Member] | Reportable Subsegments [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 64,144 | 38,488 | 156,413 | 145,176 |
Marketing [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Marketing [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Marketing [Member] | Reportable Subsegments [Member] | Representation [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 64,144 | $ 38,488 | $ 156,413 | $ 145,176 |
REVENUE - Summary Of Transactio
REVENUE - Summary Of Transaction Price Related To These Future Obligation (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 5,822,651 |
Remainder of 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 413,888 |
2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 1,519,817 |
2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 1,304,702 |
2024 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 1,011,721 |
2025 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 950,756 |
Thereafter | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 621,767 |
REVENUE - Summary Of Company'_2
REVENUE - Summary Of Company's Contract Liabilities (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Contract with Customer, Liability [Abstract] | |
Beginning Balance | $ 606,530 |
Additions | 1,690,495 |
Deductions | (1,462,394) |
Acquisitions | 39,449 |
Held for Sale | (239,623) |
Foreign Exchange | 2,074 |
Ending Balance | 636,531 |
Beginning Balance | 19,437 |
Additions | 7,595 |
Deductions | (17,536) |
Acquisitions | 18,564 |
Held for Sale | (3,652) |
Foreign Exchange | 0 |
Ending Balance | $ 24,408 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 14.6 | $ 8.2 | $ 36.8 | $ 10.5 |
SEGMENT INFORMATION (Additional
SEGMENT INFORMATION (Additional Information) (Details) | 9 Months Ended |
Sep. 30, 2021Segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of reportable segments | 3 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 1,391,303 | $ 864,492 | $ 3,572,157 | $ 2,517,803 |
Owned Sports Properties [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 288,521 | 299,130 | 830,867 | 683,536 |
Representation [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 664,723 | 183,583 | 1,241,864 | 669,157 |
Operating Segments [Member] | Owned Sports Properties [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 288,521 | 299,130 | 830,867 | 683,536 |
Operating Segments [Member] | Events Experiences & Rights [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 446,333 | 384,257 | 1,514,615 | 1,172,867 |
Operating Segments [Member] | Representation [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 664,723 | 183,583 | 1,241,864 | 669,157 |
Eliminations [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 8,274 | $ (2,478) | $ (15,189) | $ (7,757) |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Reconciliation of Segment Profitability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | $ (208,058) | $ (241,669) | ||
Equity-based compensation expense | (37,577) | |||
Income (loss) before income taxes and equity losses of affiliates | $ 73,778 | $ 11,713 | 315,326 | 280,951 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted earnings before interest, taxes, depreciation, and amortization | 283,317 | 175,947 | 650,831 | 407,322 |
Equity losses (income) losses of affiliates | 3,052 | 3,119 | (876) | 4,916 |
Interest expense, net | (55,783) | (71,277) | (207,970) | (212,954) |
Depreciation and amortization | (71,661) | (76,471) | (208,058) | (241,669) |
Equity-based compensation expense | 60,885 | (20,602) | (464,393) | |
Merger, acquisition and earn-out costs | 13,107 | (6,682) | (38,291) | (15,985) |
Certain legal costs | (266) | (1,646) | (4,260) | (7,805) |
Restructuring, severance and impairment | 2,179 | (952) | (6,612) | (213,199) |
Fair value adjustment - equity investments | (90) | 1,547 | 13,614 | (4,212) |
COVID-19 related costs | 0 | 1,958 | 0 | (10,155) |
Other | (9,152) | 6,772 | (51,063) | 50,367 |
Income (loss) before income taxes and equity losses of affiliates | 73,778 | 11,713 | (315,326) | (280,951) |
Operating Segments [Member] | Owned Sports Properties [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted earnings before interest, taxes, depreciation, and amortization | 134,679 | 166,678 | 412,495 | 334,474 |
Operating Segments [Member] | Events, Experiences & Rights [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted earnings before interest, taxes, depreciation, and amortization | 84,993 | (9,595) | 160,843 | 16,873 |
Operating Segments [Member] | Representation [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted earnings before interest, taxes, depreciation, and amortization | 141,801 | 41,666 | 264,969 | 162,315 |
Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted earnings before interest, taxes, depreciation, and amortization | $ (78,156) | $ (22,802) | $ (187,476) | $ (106,340) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) € in Millions, $ in Millions | May 31, 2021EUR (€) | Dec. 31, 2020EUR (€) | Jul. 31, 2019EUR (€) | Mar. 31, 2015 | Sep. 30, 2021USD ($)shares | Feb. 28, 2021 |
Minority interest ownership percentage | 34.00% | 20.00% | ||||
Purchase Or Guarantee Agreements [Member] | ||||||
Increase in commitment amount | $ | $ 1,300 | |||||
Zuffa [Member] | ||||||
New claims filed, number | 5 | |||||
UFC Fighters [Member] | ||||||
New claims filed, number | 11 | |||||
OpenBet [Member] | ||||||
Consideration in cash | $ | $ 1,000 | |||||
OpenBet [Member] | Common Class A [Member] | ||||||
Number of shares issued to acquire entity | shares | 7,605,199 | |||||
Value of shares issued for acquisition | $ | $ 200 | |||||
Breach of Competition Law [Member] | Italian Competition Authority [Member] | ||||||
Loss contingency, loss in period | € 0.3 | |||||
Breach of Competition Law [Member] | Lega Nazionale [Member] | ||||||
Loss contingency, damages sought, value | € 1,592.2 | |||||
Breach of Competition Law [Member] | Ten Other Clubs [Member] | ||||||
Loss contingency, damages sought, value | € 92.1 | |||||
Breach of Competition Law [Member] | Three Football Clubs [Member] | ||||||
Loss contingency, damages sought, value | € 554.6 | |||||
Breach of Competition Law [Member] | Four Additional Football Club [Member] | ||||||
Loss contingency, damages sought, value | € 251.5 |
RELATED PARTY TRANSACTIONS - A
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue | $ 641 | $ 1,306 | $ 13,680 | $ 6,484 | |
Related party costs | 772 | 533 | 3,629 | 2,505 | |
Euroleague [Member] | |||||
Due from related parties | 5,500 | 5,500 | $ 700 | ||
Due to related parties | 0 | 0 | $ 1,000 | ||
Representation and Technical Services [Member] | Euroleague [Member] | |||||
Revenue | 200 | 200 | 4,900 | 2,200 | |
Production Services [Member] | Euroleague [Member] | |||||
Revenue | (100) | 100 | 6,400 | 4,700 | |
Gaming Rights [Member] | Euroleague [Member] | |||||
Related party costs | $ 100 | $ 200 | $ 2,200 | $ 1,000 |
RELATED PARTY TRANSACTIONS - S
RELATED PARTY TRANSACTIONS - Schedule of Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Other current assets | $ 200,959 | $ 200,959 | $ 194,463 | ||
Assets held for sale | 960,677 | 960,677 | 0 | ||
Current liabilities | 2,707,123 | 2,707,123 | 1,997,078 | ||
Other current liabilities | 89,805 | 89,805 | 65,025 | ||
Revenue | 641 | $ 1,306 | 13,680 | $ 6,484 | |
Direct operating costs | 772 | 533 | 3,629 | 2,505 | |
Selling, general and administrative expenses | 1,768 | 583 | 6,198 | 9,678 | |
Interest expense, net | 0 | 433 | 911 | ||
Other income, net | 875 | $ 875 | 2,625 | $ 2,625 | |
Related party transactions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Other current assets | 7,430 | 7,430 | 5,572 | ||
Other assets | 4,451 | 4,451 | 1,400 | ||
Assets held for sale | 3,051 | 3,051 | 0 | ||
Current liabilities | 0 | 0 | 1,356 | ||
Other current liabilities | $ 1,007 | $ 1,007 | $ 969 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) | 1 Months Ended | ||
Oct. 31, 2021 | Jan. 31, 2021 | Oct. 27, 2021 | |
New First Lien Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit interest rate description | 25 basis point step-down to 2.75% for LIBOR loans | ||
Line of credit leverage ratio | 3.5-to-1 | ||
LIBOR Floor [Member] | New First Lien Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit interest rate description | reduced the LIBOR floor by 25 basis points to 0.75% | ||
Subsequent Event [Member] | Zuffa Credit Facilities [Member] | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 600,000 | ||
Subsequent Event [Member] | New First Lien Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Line of credit interest rate description | 25 basis point step-down to 2.75% for LIBOR loans | ||
Line of credit leverage ratio | 3.50 to 1.00 | ||
Line of credit maturity date | April 29, 2026 | ||
Subsequent Event [Member] | LIBOR Floor [Member] | |||
Subsequent Event [Line Items] | |||
Base Rate | 2.00 | ||
Applicable margin | 3.00% |