The Fight Business: What Endeavor IPO Talk Means For The UFC
On March 29, the Wall Street Journal published a story stating that Endeavor, the parent company of the Ultimate Fighting Championship, was planning an initial public offering that is expected to be ready by the end of the year. Last valued at $4 billion back in March of 2018, an IPO has been rumored for the talent agency ever since its formation, with several acquisitions of other companies along the way only further fueling speculation. When questioned about the rumors during an appearance on Channel 8 Las Vegas’s “Game On!” segment a few days later, UFC President Dana White was quoted as saying he “never liked the idea” of the UFC going public, all the while giving the impression he wouldn’t last long at a publicly traded company.
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In order to understand how it all works, the first thing we need to examine are the rules of corporate financial reporting. As it pertains to publicly traded companies in the United States, the Securities and Exchange Commission (SEC) requires that a business disclose certain types of financial data on a regular basis to investors and the commission. These often take the form of quarterly earnings calls and annual reports, which include guidance on how the company is doing and expectations of the future for investors and wall street analysts. This information is audited and certified by accounting firms in order to ensure authenticity and provides key insight into how much debt a company has and how it makes its revenue.
When a business has subsidiaries, however, the nature of these
reports is slightly different. While a parent company’s annual
report will include a list of all subsidiaries and the percentage
of stock owned in each organization, the subsidiaries themselves
often don’t prepare financial reports, despite being stand-alone
businesses with their own set of books. Instead, the parent company
will prepare consolidated financial statements, which combine its
reports with those of all of its subsidiaries and presents an
overall picture of financial health to investors.
If that’s too hard to follow, think of it this way: A restaurant might show you that a buffalo chicken sandwich has 700 calories, 16 grams of fat, 52 grams of carbohydrates, etc. It won’t, however, show you that the chicken makes up 400 of those calories, the bread has 42 grams of carbohydrates and the sauce contains 15 of the 16 grams of fat. In this example, the sandwich would be the consolidated financial statements, and each ingredient would be one of the companies involved.
With that in mind, Endeavor being a publicly traded company will give investors an idea of the financials involved with the UFC, but most likely won’t share all the specifics. The global talent agency owns Professional Bull Riders, The Miss Universe Organization and several other entertainment entities that could be combined any number of ways in the company’s consolidated financial statements. If the UFC is thriving, positive numbers and information will undoubtedly be shared via earnings calls where Endeavor can make an argument for a higher stock price; if the UFC is struggling, an array of accounting measures can be used to mask the disappointing financials, so that the public may have an unclear idea of how a particular part of the conglomerate is faring.
Endeavor is the sandwich, and the UFC is the chicken. The sandwich being advertised with slow roasted free-range chicken means the UFC is in good shape. The sandwich being advertised with an incredible sauce might mean the chicken is dry and the UFC is in trouble, or it may just be a great sauce. You can’t really be sure.
There are two ways we may be able to get a clear peek behind UFC’s curtain, however: during the release of the Endeavor prospectus and its annual filing of 10-K reports. A prospectus is a registration document that’s filed when a company seeks to go public, and although it's similar to the aforementioned annual reports, it may contain historical financial data in order to entice investors to buy the new stock. This may lead to the disclosure information similar to what was leaked when Endeavor bought the UFC from Zuffa back in 2016.
10-K reports are arguably the most important filings a company can make. Directly submitted to the SEC, a 10-K filing gives a full account of a company’s financial activity during a fiscal year, as well as an in-depth summary of risks, market performance and information that may not have been made public. These filings are often lengthy and difficult for the average person to comprehend but can yield important information about a company and its subsidiaries if one knows how to decipher them.
Should the rumors end up being true, we could expect to see an Endeavor prospectus making its way around investors sometime in the next eight months. Just how much information regarding the UFC’s financials will be made public should the IPO come to pass is hard to know, but if you’re expecting exact pay-per-view buy rates, disclosed executive compensation, or fighter contract details? Well, that’s about as likely as the creation of a 165-pound division while Dana White’s in charge.
