SEC Form 10-Q filed by Atlanta Braves Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
The | ||
The |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated Filer ☐ | Non-accelerated Filer ☐ | Smaller Reporting Company | Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes
The number of outstanding shares of Atlanta Braves Holdings, Inc. common stock as of April 30, 2025 was:
Series A | Series B | Series C | |||||
Atlanta Braves Holdings, Inc. common stock | | | |
Table of Contents
I-2
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(unaudited)
| March 31, |
| December 31, |
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| 2025 |
| 2024 |
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amounts in thousands |
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Assets |
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Current assets: |
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Cash and cash equivalents | $ | |
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Restricted cash |
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Accounts receivable and contract assets, net of allowance for credit losses of $ |
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Other current assets |
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Total current assets |
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Property and equipment, at cost (note 3) |
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Accumulated depreciation |
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Investments in affiliates, accounted for using the equity method (note 4) |
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Intangible assets not subject to amortization: |
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Goodwill |
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Franchise rights |
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Other assets, net |
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Total assets | $ | |
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See accompanying notes to condensed consolidated financial statements.
I-3
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Balance Sheets (continued)
(unaudited)
| March 31, |
| December 31, |
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| 2025 |
| 2024 |
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amounts in thousands, |
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except share amounts | ||||||
Liabilities and Equity |
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Current liabilities: |
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Accounts payable and accrued liabilities | $ | |
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Deferred revenue and refundable tickets |
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Current portion of debt (note 5) |
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Other current liabilities |
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Total current liabilities |
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Long-term debt (note 5) |
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Finance lease liabilities |
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Deferred income tax liabilities |
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Pension liability |
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Other noncurrent liabilities |
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Total liabilities |
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Equity: |
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Preferred stock, $ | ||||||
Series A common stock, $ | | | ||||
Series B common stock, $ | | | ||||
Series C common stock, $ | | | ||||
Additional paid-in capital | | | ||||
Accumulated other comprehensive earnings (loss), net of taxes |
| ( |
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Retained earnings (deficit) |
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Total stockholders' equity |
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Noncontrolling interests in equity of subsidiaries | | | ||||
Total equity | | | ||||
Commitments and contingencies (note 7) |
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Total liabilities and equity | $ | |
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See accompanying notes to condensed consolidated financial statements.
I-4
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(unaudited)
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 |
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amounts in thousands, |
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except per share amounts | ||||||
Revenue: |
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Baseball revenue | $ | |
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Mixed-Use Development revenue |
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Total revenue |
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Operating costs and expenses: |
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Baseball operating costs |
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Mixed-Use Development costs |
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Selling, general and administrative, including stock-based compensation | | | ||||
Depreciation and amortization |
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Operating income (loss) |
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Other income (expense): |
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Interest expense |
| ( |
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Share of earnings (losses) of affiliates, net (note 4) |
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Realized and unrealized gains (losses) on financial instruments, net |
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Other, net |
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Earnings (loss) before income taxes |
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Income tax benefit (expense) |
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Net earnings (loss) | $ | ( |
| ( | ||
Basic net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share (note 2) | $ | ( |
| ( | ||
Diluted net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share (note 2) | $ | ( |
| ( |
See accompanying notes to condensed consolidated financial statements.
I-5
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(unaudited)
Three months ended | ||||||
| March 31, |
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| 2025 |
| 2024 |
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amounts in thousands |
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Net earnings (loss) | $ | ( |
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Other comprehensive earnings (loss), net of tax: |
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Unrealized holdings gains (loss) arising during the period | | ( | ||||
Other comprehensive earnings (loss), net of tax |
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| ( | ||
Comprehensive earnings (loss) | $ | ( |
| ( |
See accompanying notes to condensed consolidated financial statements.
I-6
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Three months ended | |||||
March 31, | ||||||
| 2025 |
| 2024 | |||
amounts in thousands | ||||||
Cash flows from operating activities: |
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Net earnings (loss) | $ | ( |
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Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Share of (earnings) losses of affiliates, net |
| ( |
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Realized and unrealized (gains) losses on financial instruments, net |
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Deferred income tax expense (benefit) |
| ( |
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Cash receipts from returns on equity method investments | | | ||||
Net cash received (paid) for interest rate swaps | | | ||||
Other charges (credits), net |
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Net change in operating assets and liabilities: |
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Current and other assets |
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Payables and other liabilities |
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Net cash provided by (used in) operating activities |
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Cash flows from investing activities: |
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Capital expended for property and equipment |
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Other investing activities, net | ( | | ||||
Net cash provided by (used in) investing activities |
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Cash flows from financing activities: |
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Borrowings of debt |
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Repayments of debt |
| ( |
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Other financing activities, net |
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Net cash provided by (used in) financing activities |
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Net increase (decrease) in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period | $ | |
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Supplemental disclosure to the condensed consolidated statements of cash flows: | ||||||
Property and equipment expenditures incurred but not yet paid | $ | | |
The following table reconciles cash and cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows:
March 31, | December 31, | |||||
2025 | 2024 | |||||
amounts in thousands | ||||||
Cash and cash equivalents |
| $ | |
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Restricted cash |
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Total cash, cash equivalents and restricted cash at end of period | $ | |
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See accompanying notes to condensed consolidated financial statements.
I-7
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Equity
(unaudited)
| Accumulated |
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other | Noncontrolling |
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Additional | comprehensive | Retained | interests |
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Preferred | Common Stock | paid-in | earnings | earnings | in equity of | Total |
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| Stock |
| Series A |
| Series B |
| Series C |
| capital |
| (loss) |
| (deficit) |
| subsidiaries |
| equity |
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amounts in thousands |
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Balance at January 1, 2025 | $ | — | | | | | ( | ( |
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Net earnings (loss) |
| — | — | — | — | — | — | ( |
| — | ( | |||||||||
Other comprehensive earnings (loss), net of tax | — | — | — | — | — | | — |
| — | | ||||||||||
Stock-based compensation |
| — | — | — | — | | — | — |
| — | | |||||||||
Other | — | — | — | — | | — | — |
| — | | ||||||||||
Balance at March 31, 2025 | $ | — | | | | | ( | ( |
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Accumulated |
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other | Noncontrolling | |||||||||||||||||||
Additional | comprehensive | Retained | interests | |||||||||||||||||
Preferred | Common Stock | paid-in | earnings | earnings | in equity of | Total | ||||||||||||||
Stock |
| Series A |
| Series B |
| Series C |
| capital |
| (loss) |
| (deficit) |
| subsidiaries |
| equity | ||||
amounts in thousands | ||||||||||||||||||||
Balance at January 1, 2024 | $ | — | | | | | ( | ( |
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Net earnings (loss) |
| — | — | — | — | — | — | ( |
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Other comprehensive earnings (loss), net of tax | — | — | — | — | — | ( | — |
| — | ( | ||||||||||
Stock-based compensation |
| — | — | — | — | | — | — |
| — | | |||||||||
Other | — | — | — | — | ( | — | — |
| — | ( | ||||||||||
Balance at March 31, 2024 | $ | — | | | | | ( | ( |
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See accompanying notes to condensed consolidated financial statements.
I-8
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1)Basis of Presentation
During November 2022, the board of directors of Liberty Media Corporation (“Liberty” or “Former parent”) authorized Liberty management to pursue a plan to redeem each outstanding share of its Liberty Braves common stock in exchange for
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”). These accompanying condensed consolidated financial statements refer to the consolidation of Braves Holdings and corporate cash as "Atlanta Braves Holdings," "the Company," "us," "we" and "our" in the notes to the condensed consolidated financial statements. The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and variable interest entities (“VIE”) where the Company determines that it is the primary beneficiary. For consolidated entities where our ownership interest is less than 100%, noncontrolling ownership interests are reported in our condensed consolidated balance sheets. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements.
The accompanying (a) condensed consolidated balance sheet as of December 31, 2024, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Atlanta Braves Holdings’ Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) fair value measurements of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates.
Description of Business
Braves Holdings indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC,” the “Atlanta Braves,” the “Braves,” the “club,” or the “team”). The Braves’ ballpark (“Truist Park” or the “Stadium”), is located in Cobb County, a suburb of Atlanta, and is leased from Cobb County, Cobb-Marietta Coliseum and Exhibit Hall Authority. Braves Holdings, through affiliated entities and third-party development partners, has developed a significant portion of the land around Truist Park for a mixed-use development that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”).
I-9
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
The Braves and
Split-Off of Atlanta Braves Holdings from Liberty
Following the Split-Off and subsequent Liberty Media Exchange (as defined below), Liberty and Atlanta Braves Holdings operate as separate, publicly traded companies and neither has any continuing stock ownership, beneficial or otherwise, in the other. Liberty owned
In connection with the Split-Off, Liberty and Atlanta Braves Holdings entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition. These agreements included a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement. The facilities sharing agreement and aircraft time sharing agreements were terminated as part of the Corporate Governance Transition (as defined below).
The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Atlanta Braves Holdings and Liberty with respect to and resulting from the Split-Off. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and Atlanta Braves Holdings and other agreements related to tax matters. Pursuant to the services agreement, Liberty provides Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Atlanta Braves Holdings will reimburse Liberty for direct, out-of-pocket expenses and will pay a services fee to Liberty under the services agreement that is subject to adjustment quarterly, as necessary. Additionally, pursuant to the services agreement with Liberty and prior to the Corporate Governance Transition (as defined below), components of the Liberty Chief Executive Officer’s compensation were either paid directly to him or reimbursed to Liberty, in each case, based on allocations set forth in the services agreement. The allocation percentage was
Under these various agreements, amounts reimbursable to Liberty aggregated $
Related Party Transactions and Change in Corporate Governance
On August 21, 2024, Terence F. McGuirk (“McGuirk”), entered into certain shareholder arrangements with Dr. John C. Malone (“Malone”), pursuant to which Malone granted McGuirk a proxy (the “Malone Voting Agreement”) to vote
I-10
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
then outstanding voting power, on director elections, the approval or authorization of executive compensation and other routine matters. Malone has also granted McGuirk a right of first refusal with respect to future transfers of the Company shares beneficially owned by Malone as well as certain appreciation rights with respect to the value of Malone’s shares of Series B Common Stock.
The execution of the Malone Voting Agreement constituted a “Change in Control” of the Company as defined in Gregory B. Maffei’s Executive Employment Agreement, dated effective as of December 13, 2019, by and between Mr. Maffei and Liberty. As a result, on August 21, 2024, Mr. Maffei notified the Company of his resignation as President, Chief Executive Officer, Chairman of the Board and a director of the Company effective August 31, 2024. Mr. Maffei’s separation from employment with the Company was for “Good Reason” within the meaning of his Executive Employment Agreement. As part of that transition, Atlanta Braves Holdings and Liberty began transitioning various general and administrative services then provided by Liberty to the management of Atlanta Braves Holdings, including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Additionally, the then-current officers of the Company (with limited exceptions) stepped down from their officer positions, effective August 31, 2024, and members of the Braves Holdings executive team assumed these roles effective September 1, 2024 (the “Corporate Governance Transition”).
Seasonality
The majority of Braves Holdings revenue is seasonal, with the revenue recognized primarily during the second and third quarters which aligns with the baseball season.
Income Taxes
The Company’s tax provision from income taxes for interim periods has generally been determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items that are taken into account in the relevant period of recognition. Due to sensitivity in the AETR based on minor changes to our projected annual earnings (loss) before income taxes and the seasonality of our revenue, the Company is unable to reliably estimate the AETR as of March 31, 2025. As a result, the Company has calculated the tax provision from income taxes for the three months ended March 31, 2025 based upon a discrete effective tax rate model which treats the current year to date period as if it were the annual period.
(2)Earnings Attributable to Atlanta Braves Holdings Stockholders Per Common Share
Basic net earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) attributable to Atlanta Braves Holdings shareholders by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares.
Three months ended March 31, | |||||
| 2025 |
| 2024 | ||
(numbers of shares in thousands) | |||||
Basic WASO |
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Potentially dilutive shares (1) |
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Diluted WASO |
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I-11
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
(3) Property and Equipment
Property and equipment consisted of the following:
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| March 31, 2025 |
| December 31, 2024 |
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Owned | Owned |
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Estimated | assets | assets |
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Useful | Owned | available to | Owned | available to | ||||||||||||
| Life |
| assets |
| be leased |
| Total |
| assets |
| be leased |
| Total |
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in years | amounts in thousands |
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Land |
| NA | $ | | |
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Buildings and improvements |
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Leasehold improvements |
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Furniture and equipment |
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Construction in progress |
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Property and equipment, at cost | $ | |
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Depreciation expense was $
(4)Investments in Affiliates Accounted for Using the Equity Method
The following table includes the Company’s carrying amount and percentage ownership of its investments in affiliates:
March 31, 2025 | December 31, 2024 | |||||||
Percentage | Carrying | Carrying | ||||||
| Ownership |
| amount |
| amount | |||
amounts in thousands | ||||||||
MLBAM | % | $ | | | ||||
BELP | % |
| | | ||||
Other | % |
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Total | $ | | |
The following table presents the Company’s share of earnings (losses) of affiliates, net:
| Three months ended | ||||
March 31, | |||||
| 2025 |
| 2024 | ||
amounts in thousands | |||||
MLBAM | $ | ( |
| ( | |
BELP |
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Other |
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Total | $ | |
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I-12
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
MLBAM
MLB Advanced Media, L.P. (“MLBAM”) was formed in January 2000 pursuant to a vote of the
At the time of the acquisition of ANLBC by a predecessor of Liberty in 2007, the fair value of the MLBAM investment exceeded ANLBC’s proportionate share of MLBAM’s net assets, resulting in excess basis in the investment in MLBAM. The excess basis as of March 31, 2025 and December 31, 2024 was indefinite lived and aggregated approximately $
BELP
Baseball Endowment, L.P. (“BELP”) is an investment fund formed by the Clubs principally for the purpose of investing, on a long-term basis, assets on their behalf intended to provide a competitive market rate investment return while minimizing investment volatility. The Company’s investment in BELP is considered an equity method investment as the investment is in a limited partnership where significant influence is generally presumed to exist. The Company records its share of BELP’s earnings (losses) on a
Other Affiliates
Braves Holdings has
(5)Debt
Debt is summarized as follows:
| March 31, | December 31, | ||||
| 2025 |
| 2024 | |||
amounts in thousands | ||||||
Baseball | ||||||
League wide credit facility | $ | — |
| — | ||
MLB facility fund – term |
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MLB facility fund – revolver |
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TeamCo revolver |
| — |
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Term debt | | | ||||
Mixed-Use Development | ||||||
Credit facilities |
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Term debt |
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Deferred financing costs |
| ( |
| ( | ||
Total debt |
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Debt classified as current |
| ( |
| ( | ||
Total long-term debt | $ | |
| |
I-13
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
League Wide Credit Facility
In December 2013, a subsidiary of Braves Holdings executed various agreements to enter into MLB’s League Wide Credit Facility (the “LWCF”). Braves Holdings also established a special purpose Delaware statutory trust, the Braves Club Trust (the “Club Trust”), and transferred, among other things, to the Club Trust its rights to receive distributions of revenue from the National Broadcasting Contracts, which secure borrowings under the LWCF. Pursuant to the terms of a revolving credit agreement, Major League Baseball Trust may borrow from certain lenders, with Bank of America, N.A. acting as the administrative agent. Major League Baseball Trust then uses the proceeds of such borrowings to provide loans to the club trusts of the participating Clubs. Major League Baseball Trust has granted Wells Fargo Bank, National Association, the collateral agent in respect of the LWCF, a first priority lien to secure the borrowings under the LWCF. The maximum amount available to the Club Trust under the LWCF was $
Under the LWCF, the Club Trust can request a revolving credit advance in the form of a Eurodollar or Base Rate loan. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by the Eurodollar or Base Rate, plus an applicable margin. The interest rate of a Eurodollar loan was
MLB Facility Fund
In December 2017, a subsidiary of Braves Holdings executed various agreements to enter into the MLB Facility Fund (the “MLBFF”). Braves Holdings also established a special purpose Delaware limited liability company, Braves Facility Fund LLC (“Braves Facility Fund”), and transferred to Braves Facility Fund its rights to receive distributions from the Club Trust, which secure borrowings under the MLBFF. Pursuant to the terms of an indenture, a credit agreement and certain note purchase agreements, Major League Baseball Facility Fund, LLC may borrow from certain lenders. Major League Baseball Facility Fund, LLC then uses the proceeds of such borrowings to provide loans to each of the participating Clubs. Amounts advanced pursuant to the MLBFF are available to fund ballpark and other baseball-related real property improvements, renovations and/or new construction.
Term
In June 2020, Braves Facility Fund converted previous borrowings under a revolving credit advance to a $
I-14
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Revolver
In May 2021, Braves Facility Fund established a revolving credit commitment with Major League Baseball Facility Fund, LLC (the “MLB facility fund – revolver”). The maximum amount available to Braves Facility Fund under the MLB facility fund – revolver was $
Under a credit agreement, Braves Facility Fund can request a revolving credit advance in the form of a Eurodollar or Base Rate loan. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by a Eurodollar or Base Rate, plus an applicable margin. The interest rate of a Eurodollar loan was
TeamCo Revolver
In September 2016, a subsidiary of Braves Holdings amended a revolving credit agreement (the “TeamCo Revolver”) that provided for revolving commitments of $
Baseball Term Debt
In August 2016, a subsidiary of Braves Holdings entered into a senior secured permanent placement note purchase agreement for $
Mixed-Use Development Credit Facilities
In August 2016, a subsidiary of Braves Holdings entered into a $
I-15
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
this construction loan was amended, increasing the borrowing capacity to $
In December 2022, a subsidiary of Braves Holdings entered into a $
Mixed-Use Development Term Debt
In May 2018, a subsidiary of Braves Holdings refinanced a construction loan with a $
In June 2022, subsidiaries of Braves Holdings refinanced a construction loan agreement that was used to construct an office building within the Mixed-Use Development with a new term loan facility with $
In May 2023, a subsidiary of Braves Holdings refinanced an $
I-16
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
In March 2025, a subsidiary of Braves Holdings entered into a term loan agreement with $
Fair Value of Debt
The Company believes that the carrying amount of its debt with variable rates approximates fair value at March 31, 2025. Other fixed rate debt is considered to be carried at approximate fair value with the exception of the senior secured permanent placement notes, which was estimated to be approximately $
Interest Rate Swaps (Level 2)
In May 2018, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $
In May 2022, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $
In June 2023, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $
Interest rate swaps are included within
and as of March 31, 2025 and other current assets and other assets, net as of in the condensed consolidated balance sheets and changes in the fair value of the interest rate swaps are recorded to realized and unrealized gains (losses) on financial instruments, net in the condensed consolidated statements of operations.(6)Stock-Based Compensation
The Company recorded stock-based compensation expense of $
Incentive Plans
Prior to the Split-Off and pursuant to the Liberty Media Corporation 2022 Omnibus Incentive Plan, Liberty granted to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), restricted stock units (“RSUs”) and stock options to purchase shares of Liberty Braves common stock (collectively, “Liberty Braves Awards”). At the time of the Split-Off, the Liberty Braves Awards were exchanged into RSAs, RSUs and stock options to purchase shares of Atlanta Braves Holdings common stock.
I-17
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Subsequent to the Split-Off, the Company can grant, to certain of its directors, employees and employees of its subsidiaries, RSAs, RSUs and stock options to purchase shares of its common stock (collectively, “Awards”), under the Atlanta Braves Holdings 2023 Omnibus Incentive Plan (the “2023 Plan”) and may grant Awards in respect of a maximum of
Awards generally vest over
Grants of Awards
The Company did
In connection with the Liberty Chief Executive Officer’s employment agreement, Liberty granted
The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes valuation model. The Company estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Atlanta Braves Holdings common stock (and previously, Liberty Braves common stock). The Company uses a
Outstanding Awards
The following table presents the number and weighted average exercise price (“WAEP”) of options to purchase Atlanta Braves Holdings common stock granted to certain officers, employees and directors, as well as the weighted average remaining life and aggregate intrinsic value of the options.
Series C | ||||||||||||
|
|
|
| Weighted |
| Aggregate |
| |||||
average | intrinsic |
| ||||||||||
Atlanta Braves Holdings | remaining | value |
| |||||||||
| options (000's) |
| WAEP |
| life |
| (in millions) | |||||
Outstanding at January 1, 2025 |
| |
| $ | | |||||||
Granted |
| — |
| $ | — | |||||||
Exercised |
| ( |
| $ | | |||||||
Forfeited/Cancelled |
| — |
| $ | — | |||||||
Outstanding at March 31, 2025 |
| |
| $ | |
| years |
| $ | | ||
Exercisable at March 31, 2025 |
| |
| $ | |
| years |
| $ | |
As of March 31, 2025, there were
I-18
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
As of March 31, 2025, the total unrecognized compensation cost related to unvested Atlanta Braves Holdings Awards was approximately $
As of March 31, 2025,
Exercises
The aggregate intrinsic value of all Atlanta Braves Holdings Series C common stock options exercised during the three months ended March 31, 2025 and 2024 was $
RSAs and RSUs
The Company had approximately
There were
(7)Commitments and Contingencies
Collective Bargaining Agreement
In March 2022, the Major League Baseball Players Association (“MLBPA”) and the Clubs entered into a new collective bargaining agreement that covers the 2022-2026 MLB seasons (“CBA”). The CBA contains provisions surrounding revenue sharing among the Clubs, a competitive balance tax on Club payrolls that exceed specified thresholds, minimum player salary levels, an expanded postseason schedule and other provisions impacting Braves Holdings’ operations and its relationships with members of the MLBPA. Braves Holdings’ minor league players are also parties to a collective bargaining agreement. Approximately
There are
During the three months ended March 31, 2025 and 2024, Braves Holdings incurred $
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ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Employment Contracts
Long-term employment contracts provide for, among other items, annual compensation for certain players (current and former) and other employees. As of March 31, 2025, amounts payable annually under such contracts aggregated to $
Subsequent to March 31, 2025, Braves Holdings entered into certain assignment agreements with long-term employment contracts which increased amounts payable by approximately $
Litigation
The Company, along with the BOC and other MLB affiliates, are subject to lawsuits arising in the normal course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.
(8)Segment Information
The Company, through its ownership of Braves Holdings, is primarily engaged in the entertainment and real estate industries. The Company’s chief operating decision maker, the chief executive officer, evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA (as defined below). In addition, the Company reviews nonfinancial measures such as attendance, viewership and social media.
The Company defines Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges. The Company believes this measure is an important indicator of the operational strength and performance of its businesses, by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flow provided by (used in) operating activities and other measures of financial performance prepared in accordance with GAAP.
I-20
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
The Company identifies its reportable segments as those operating segments that represent 10% or more of its combined annual revenue, annual Adjusted OIBDA or total assets. Additionally, the Company considers how each operating segment is managed due to the products and services offered, the technologies used, the revenue sources generated, and marketing strategies deployed when evaluating its reportable segments. As a result, the Company has identified the following as its reportable segments:
● | Baseball – operations relating to Braves baseball and Truist Park and includes ticket sales, concessions, advertising sponsorships, suites and premium seat fees, broadcasting rights, retail and licensing. |
● | Mixed-Use Development – includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta. |
Performance Measures
The following table disaggregates revenue by segment and by source:
| Three months ended | |||||
March 31, | ||||||
| 2025 |
| 2024 | |||
amounts in thousands | ||||||
Baseball: |
|
|
| |||
Baseball event |
| $ | | | ||
Broadcasting |
|
| | | ||
Retail and licensing |
|
| | | ||
Other |
|
| | | ||
Total Baseball |
|
| | | ||
Mixed-Use Development |
|
| | | ||
Total revenue |
| $ | | |
When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, deferred revenue is recorded. The primary source of the Company’s deferred revenue relates to suite and season ticket arrangements, as well as certain sponsorship arrangements. Deferred revenue is recognized as revenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria have been met. The Company had long-term deferred revenue of $
Significant portions of the transaction prices for Braves Holdings are related to undelivered performance obligations that are under contractual arrangements that extend beyond one year. The Company anticipates recognizing revenue from the delivery of such performance obligations of approximately $
I-21
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
The following tables detail Adjusted OIBDA by segment as well as a reconciliation of consolidated Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes:
Three months ended | |||||||||||||
March 31, 2025 | |||||||||||||
amounts in thousands | |||||||||||||
Baseball | Mixed-Use Development | Corporate and Other | Total | ||||||||||
Revenue from external customers | $ | | $ | | $ | — | $ | | |||||
Less: (1) | |||||||||||||
Baseball operating costs | | — | — | ||||||||||
Mixed-Use Development costs | — | | — | ||||||||||
Other segment items (2) | | | | ||||||||||
Segment Adjusted OIBDA | ( | | ( | $ | ( | ||||||||
Reconciliation of Adjusted OIBDA | |||||||||||||
Stock-based compensation | ( | ||||||||||||
Depreciation and amortization | ( | ||||||||||||
Operating income (loss) | $ | ( | |||||||||||
Interest expense | ( | ||||||||||||
Share of earnings (losses) of affiliates, net | | ||||||||||||
Realized and unrealized gains (losses) on financial instruments, net | ( | ||||||||||||
Other, net | | ||||||||||||
Earnings (loss) before income taxes | $ | ( |
(1) | The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. |
(2) |
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ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Three months ended | |||||||||||||
March 31, 2024 | |||||||||||||
amounts in thousands | |||||||||||||
Baseball | Mixed-Use Development | Corporate and Other | Total | ||||||||||
Revenue from external customers | $ | | $ | | $ | — | $ | | |||||
Less: (1) | |||||||||||||
Baseball operating costs | | — | — | ||||||||||
Mixed-Use Development costs | — | | — | ||||||||||
Other segment items (2) | | | | ||||||||||
Segment Adjusted OIBDA | ( | | ( | $ | ( | ||||||||
Reconciliation of Adjusted OIBDA | |||||||||||||
Stock-based compensation | ( | ||||||||||||
Depreciation and amortization | ( | ||||||||||||
Operating income (loss) | $ | ( | |||||||||||
Interest expense | ( | ||||||||||||
Share of earnings (losses) of affiliates, net | | ||||||||||||
Realized and unrealized gains (losses) on financial instruments, net | | ||||||||||||
Other, net | | ||||||||||||
Earnings (loss) before income taxes | $ | ( |
(1) | The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. |
(2) |
Other Information
Three months ended |
| ||||||||||||||
March 31, | |||||||||||||||
March 31, 2025 | December 31, 2024 | 2025 | 2024 | ||||||||||||
| Total |
| Investments |
| Total |
| Investments |
| Capital |
| Capital |
| |||
assets | in affiliates | assets | in affiliates | expenditures | expenditures |
| |||||||||
| amounts in thousands | amounts in thousand | |||||||||||||
Baseball |
| $ | |
| |
| |
| $ | | | ||||
Mixed-Use Development | |
| |
| |
| | | |||||||
Corporate and other | |
| — |
| |
| — |
| — |
| — | ||||
Elimination(1) | ( | — | ( | — | — | — | |||||||||
Total |
| $ | |
| |
| |
| |
| $ | |
| |
(1) | This amount is related to (i) intersegment accounts and transactions between Baseball and Mixed-Use Development that have been eliminated in the condensed consolidated financial statements and (ii) income taxes payable that partially offset income taxes receivable in the condensed consolidated balance sheets. |
I-23
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
(9)Subsequent Events
On April 1, 2025, the Company, through a wholly-owned subsidiary, completed the acquisition of certain real estate for an aggregate purchase price of approximately $
On April 3, 2025, a subsidiary of the Company entered into an interest rate swap agreement with Truist Bank for a notional value of approximately $
I-24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, product and marketing strategies; new service offerings; the recoverability of our goodwill and other long-lived assets; our projected sources and uses of cash; and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. The words "believe," "estimate," "expect," "anticipate," "intend," "plan," "strategy," "continue," "seek," "may," "could" and similar expressions or statements regarding future periods are intended to identify forward-looking statements, although not all forward-looking statements may contain such words. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:
● | Atlanta Braves Holdings, Inc.’s (“Atlanta Braves Holdings,” “the Company,” “us,” “we,” or “our”) historical financial information is not necessarily representative of its future financial position, future results of operations or future cash flows; |
● | the Company’s ability to recognize anticipated benefits from the Split-Off (defined below); |
● | the incurrence of costs as a standalone public company following the Split-Off; |
● | the ability of the Company to successfully transition responsibilities for various matters from Liberty Media Corporation (“Liberty”) to Company or third-party personnel; |
● | the Company’s ownership, management and board of directors structure; |
● | the Company’s ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations; |
● | the Company’s indebtedness could adversely affect operations and could limit its ability to react to changes in the economy or its industry; |
● | the Company’s ability to realize the benefits of acquisitions or other strategic investments; |
● | the impact of inflation and weak economic conditions on consumer demand for products, services and events offered by the Company; |
● | the outcome of pending or future litigation or investigations; |
● | the operational risks of the Company and its business affiliates with operations outside of the United States; |
● | the Company’s ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments; |
● | the ability of the Company and its affiliates to comply with government regulations, including, without limitation, consumer protection laws and competition laws, and adverse outcomes from regulatory proceedings; |
● | the regulatory and competitive environment of the industries in which the Company operates; |
● | changes in the nature of key strategic relationships with business partners, vendors and joint venturers; |
● | the achievement of on-field success; |
● | the Company’s ability to develop, obtain and retain talented players; |
● | the impact of organized labor on the Company; |
● | the impact of the structure or an expansion of Major League Baseball (“MLB”); |
I-25
● | the level of broadcasting revenue that Braves Holdings, LLC (“Braves Holdings”) receives; |
● | the impact of data loss or breaches or disruptions of the Company’s information systems and information system security; |
● | the Company’s processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities; |
● | the Company’s ability to attract and retain qualified key personnel; |
● | the inherent risks in the real estate business, including, but not limited to, tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments; |
● | the Company’s stock price has and may continue to fluctuate; |
● | the Company’s common stock and organizational structure; and |
● | geopolitical incidents, accidents, terrorist acts, pandemics or epidemics, natural disasters, including the effects of climate change, or other events that cause one or more events to be cancelled or postponed, are not covered by insurance, or cause reputational damage to the Company and its affiliates. |
The above list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be exhaustive. For additional risk factors, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent required by law.
The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2024.
Explanatory Note
On July 18, 2023, Liberty, the then current parent organization of the Company, completed the previously announced redemption of each outstanding share of its Liberty Braves common stock in exchange for one share of the corresponding series of common stock of the Company (the “Split-Off”). The Split-Off was intended to be tax-free to holders of Liberty Braves common stock and in September 2024, the Internal Revenue Service completed its review of the Split-Off and notified Liberty that it agreed with the non-taxable characterization of the transaction. In September 2024, the then-current officers of the Company (with limited exceptions) stepped down from the officer positions and members of the Braves Holdings executive team assumed these roles (the “Corporate Governance Transition”). The Company is comprised of the businesses, assets and liabilities of its wholly-owned subsidiary Braves Holdings and corporate cash.
The intergroup interests in the Liberty Braves Group held by subsidiaries of Liberty prior to the Split-Off were settled through attribution of Atlanta Braves Holdings Series C common stock and subsequently sold in the secondary market. Atlanta Braves Holdings did not receive any of the proceeds from the sale of our common stock by these subsidiaries of Liberty. Following this transaction, neither Liberty nor Atlanta Braves Holdings has any continuing stock ownership, beneficial or otherwise, in the other.
Overview
The Company manages its business based on the following reportable segments: Baseball and Mixed-Use Development.
I-26
The Baseball segment includes operations relating to the Atlanta Braves Major League Baseball Club (“ANLBC,” the “Atlanta Braves,” the “Braves,” the “club,” or the “team”) and the Braves’ ballpark (“Truist Park” or the “Stadium”) and includes revenue generated from ticket sales, concessions, local broadcasting rights, advertising sponsorships, suites and premium seat fees, retail and licensing revenue, shared MLB revenue streams, including national broadcasting rights and licensing, and other sources. Ticket sales, concessions, broadcasting rights and advertising sponsorship sales are the Baseball segment’s primary revenue drivers.
The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta (the “Mixed-Use Development”). The Mixed-Use Development segment derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.
Results of Operations –March 31, 2025 and 2024
General. Provided in the tables below is information regarding the historical Condensed Consolidated Operating Results and Other Income and Expense of Atlanta Braves Holdings, as well as information regarding the contribution to those items from our reportable segments. The “corporate and other” category consists of those assets that do not qualify as a separate reportable segment.
Three months ended | |||||
March 31, | |||||
2025 |
| 2024 |
| ||
dollar amounts in thousands |
| ||||
Baseball revenue | $ | 28,621 |
| 21,970 | |
Mixed-Use Development revenue |
| 18,590 |
| 15,110 | |
Total revenue |
| 47,211 |
| 37,080 | |
Operating costs and expenses: |
|
|
|
| |
Baseball operating costs |
| (48,763) |
| (45,207) | |
Mixed-Use Development costs |
| (2,408) |
| (2,253) | |
Selling, general and administrative, excluding stock-based compensation | (24,589) | (23,374) | |||
Stock-based compensation | (2,646) | (3,719) | |||
Depreciation and amortization |
| (13,257) |
| (14,882) | |
Operating income (loss) |
| (44,452) |
| (52,355) | |
Other income (expense): |
|
|
|
| |
Interest expense |
| (10,344) |
| (9,443) | |
Share of earnings (losses) of affiliates, net |
| 322 |
| 1,627 | |
Realized and unrealized gains (losses) on financial instruments, net |
| (637) |
| 2,974 | |
Other, net |
| 1,213 |
| 1,769 | |
Earnings (loss) before income taxes |
| (53,898) |
| (55,428) | |
Income tax benefit (expense) |
| 12,507 |
| 4,156 | |
Net earnings (loss) | $ | (41,391) |
| (51,272) | |
Adjusted OIBDA(1) | (28,549) | (33,754) | |||
Regular season home games | — | — |
(1) | Adjusted OIBDA is a non-GAAP financial measure. See “Non-GAAP Adjusted OIBDA” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation to the most comparable GAAP measure. |
I-27
Baseball revenue. Baseball revenue is derived from two primary sources: baseball event revenue (ticket sales, concessions, advertising sponsorships, suites and premium seat fees) and broadcasting revenue. The following table disaggregates baseball revenue by source:
| Three months ended | |||||
March 31, | ||||||
| 2025 |
| 2024 | |||
amounts in thousands | ||||||
Baseball event |
| $ | 883 | 1,168 | ||
Broadcasting |
|
| 4,291 | 2,101 | ||
Retail and licensing |
|
| 6,080 | 5,653 | ||
Other |
|
| 17,367 | 13,048 | ||
Total Baseball |
| $ | 28,621 | 21,970 |
As there were no regular season home games played in either the first quarter of 2025 or 2024, baseball event revenue was relatively flat during the three months ended March 31, 2025, as compared to the corresponding period in the prior year. Broadcasting revenue increased $2.2 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to an increase in the number of regular season games based upon the timing of the regular season start this year, as well as contractual rate increases. Retail and licensing revenue was relatively flat during the three months ended March 31, 2025, as compared to the corresponding period in the prior year. Other revenue, a component of baseball revenue, increased $4.3 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to events held at Truist Park, including hosting two games for the Savannah Bananas.
Mixed-Use Development revenue. Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includes rental income and to a lesser extent, parking revenue and sponsorships. For the three months ended March 31, 2025, Mixed-Use Development revenue increased $3.5 million, as compared to the corresponding period in the prior year, primarily due to a $3.1 million increase in rental income and a $0.2 million increase in both sponsorship and parking revenue, respectively. Increases in rental income for the three months ended March 31, 2025, were primarily driven by new lease commencements.
Baseball operating costs. Baseball operating costs primarily include costs associated with baseball and stadium operations. For the three months ended March 31, 2025, baseball operating expenses increased $3.6 million, as compared to the corresponding period in the prior year, primarily due to a $1.1 million increase in major league player salaries and a $0.6 million increase in MLB’s revenue sharing plan and other shared expenses. Additional increases in baseball operating costs during the three months ended March 31, 2025, were due to $1.6 million of increases in expenses for events held at Truist Park.
Mixed-Use Development costs. Mixed-Use Development costs primarily include costs associated with maintaining and operating the mixed-use facilities. During the three months ended March 31, 2025, Mixed-Use Development costs were relatively flat as compared to the corresponding period in the prior year.
Selling, general and administrative, excluding stock-based compensation. Selling, general and administrative expense includes costs of marketing, advertising, finance and related personnel costs. Selling, general and administrative expense increased $1.2 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to increased personnel costs.
Stock-based compensation. Stock-based compensation decreased $1.1 million for the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to a reduction in outstanding awards.
Depreciation and amortization. Depreciation and amortization decreased $1.6 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to various Baseball related
I-28
assets becoming fully depreciated partially offset by various Mixed-Use Development related assets being placed in service.
Operating income (loss). Operating loss decreased $7.9 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, due to the above explanations.
Non-GAAP Adjusted OIBDA. To provide investors with additional information regarding the Company’s financial results, we also disclose Adjusted OIBDA, which is a non-GAAP financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flow provided by (used in) operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:
Three months ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
amounts in thousands | ||||||
Operating income (loss) | $ | (44,452) |
| (52,355) | ||
Stock-based compensation | 2,646 |
| 3,719 | |||
Depreciation and amortization | 13,257 |
| 14,882 | |||
Adjusted OIBDA |
| $ | (28,549) |
| (33,754) |
Adjusted OIBDA is summarized as follows:
Three months ended | ||||||
March 31, | ||||||
2025 | 2024 | |||||
amounts in thousands | ||||||
Baseball |
| $ | (39,600) |
| (41,716) | |
Mixed-Use Development | 12,887 |
| 9,933 | |||
Corporate and Other | (1,836) |
| (1,971) | |||
Total |
| $ | (28,549) |
| (33,754) |
Consolidated Adjusted OIBDA increased $5.2 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year.
Baseball Adjusted OIBDA increased $2.1 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to the fluctuations in baseball revenue and operating costs, as described above.
Mixed-Use Development Adjusted OIBDA increased $3.0 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to the fluctuations in Mixed-Use Development revenue and costs, as described above.
Corporate and Other Adjusted OIBDA loss decreased $0.1 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, primarily due to decreased stock-based compensation expense related to the Corporate Governance Transition.
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Interest Expense. Interest expense was relatively flat during the three months ended March 31, 2025, as compared to the corresponding period in the prior year.
Share of earnings (losses) of affiliates, net. The following table presents our share of earnings (losses) of affiliates, net:
| Three months ended |
| ||||
March 31, | ||||||
| 2025 | 2024 |
| |||
amounts in thousands |
| |||||
MLB Advanced Media, L.P. | $ | (411) |
| (787) | ||
Baseball Endowment, L.P. |
| 717 |
| 1,713 | ||
Other |
| 16 |
| 701 | ||
Total | $ | 322 |
| 1,627 |
Realized and unrealized gains (losses) on financial instruments, net. Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the Company’s interest rate swaps driven by changes in interest rates.
Other, net. Other, net income decreased $0.6 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, due to decreases in dividend and interest income.
Income taxes. The Company’s tax provision or benefit from income taxes increased $8.5 million during the three months ended March 31, 2025, as compared to the corresponding period in the prior year, as a result of the Company utilizing a discrete effective tax rate during the three months ended March 31, 2025 compared to an estimated annual effective tax rate during the three months ended March 31, 2024.
For the three months ended March 31, 2025 and 2024, our effective tax rate was affected by the unfavorable impact of certain non-deductible expenses, such as executive compensation.
Net earnings (loss). The Company had net losses of $41.4 million and $51.3 million during the three months ended March 31, 2025 and 2024, respectively. The change in net earnings (loss) was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.
Liquidity and Capital Resources
As of March 31, 2025, the Company had $244.7 million of cash and cash equivalents. Substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
Braves Holdings is in compliance with all financial debt covenants as of March 31, 2025.
During the three months ended March 31, 2025 and 2024, the Company’s primary uses of cash were capital expenditures and debt service, funded primarily by cash from operations and new borrowings on construction loans.
The Company’s uses of cash are expected to be payments to certain players, coaches and executives pursuant to long-term employment agreements, capital expenditures, investments in real estate ventures and debt service payments. The Company expects to fund its projected uses of cash with cash on hand, cash provided by operations and through borrowings under construction loans and revolvers. We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.
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Sources of Liquidity
The following are potential sources of liquidity: available cash balances, cash generated by Braves Holdings’ operating activities (to the extent such cash exceeds Braves Holdings’ working capital needs and is not otherwise restricted), net proceeds from asset sales, debt borrowings under the LWCF, the MLBFF and the TeamCo Revolver (each as defined below) and dividend and interest receipts.
League Wide Credit Facility
In December 2013, a subsidiary of Braves Holdings executed various agreements to enter into MLB’s League Wide Credit Facility (the “LWCF”). Pursuant to the terms of a revolving credit agreement, Major League Baseball Trust may borrow from certain lenders, with Bank of America, N.A. acting as the administrative agent. Major League Baseball Trust then uses the proceeds of such borrowings to provide loans to the club trusts of the participating Clubs, including the Braves Club Trust (the “Club Trust”). The maximum amount available to the Club Trust under the LWCF was $125.0 million as of March 31, 2025, which remains undrawn. The commitment termination date of the revolving credit facility under the LWCF, which is the repayment date for all amounts borrowed under such revolving credit facility, is July 10, 2026.
MLB Facility Fund Revolver
In December 2017, a subsidiary of Braves Holdings executed various agreements to enter into the MLB Facility Fund (the “MLBFF”). Pursuant to the terms of an indenture, a credit agreement and certain note purchase agreements, Major League Baseball Facility Fund, LLC may borrow from certain lenders. Major League Baseball Facility Fund, LLC then uses the proceeds of such borrowings to provide loans to each of the participating Clubs. Amounts advanced pursuant to the MLBFF are available to fund ballpark and other baseball-related real property improvements, renovations and/or new construction. In May 2021, Braves Facility Fund LLC established a revolving credit commitment with Major League Baseball Facility Fund, LLC (the “MLB facility fund — revolver”). The commitment termination date, which is the repayment date for all amounts borrowed under the MLB facility fund — revolver, is July 10, 2026. The maximum amount available to Braves Facility Fund LLC under the MLB facility fund — revolver was $38.5 million as of March 31, 2025 and was fully drawn as of March 31, 2025.
TeamCo Revolver
A subsidiary of Braves Holdings is party to a Revolving Credit Agreement (the “TeamCo Revolver”), which provides revolving commitments of $150.0 million and matures in August 2029. The availability under the TeamCo Revolver as of March 31, 2025 was $150.0 million.
See note 5 to the accompanying condensed consolidated financial statements for a description of all indebtedness obligations.
Critical Accounting Estimates
Our critical accounting estimates are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our fiscal year 2024 Form 10-K under “Critical Accounting Estimates.” There have been no significant changes in our critical accounting estimates during the three months ending March 31, 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations. Market risk refers to the risk of loss arising from adverse changes in stock prices and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.
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We are exposed to changes in interest rates primarily as a result of our borrowing activities, which include fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate.
As of March 31, 2025, we had $259.9 million aggregate principal amount of floating rate debt with a weighted average interest rate of 6.2% and $442.6 million aggregate principal amount of fixed rate debt with a weighted average interest rate of 4.4%.
Item 4. Controls and Procedures
In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer (the "Executives"), and under the oversight of its board of directors, of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Executives concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
There has been no change in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Refer to note 7 in the accompanying notes to the condensed consolidated financial statements.
Item 1A. Risk Factors
There have been no material changes from risk factors previously disclosed in the Company’s Form 10-K under Part I, Item 1A. You should be aware that these risk factors and other information may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no repurchases of our common stock during the three months ended March 31, 2025.
During the three months ended March 31, 2025, no shares of Atlanta Braves Holdings Series A, Series B, or Series C common stock were surrendered by our officers and employees to pay withholding taxes and other deductions in connection with the vesting or exercise of restricted stock.
Item 5. Other Information
None of the Company’s directors or officers
Item 6. Exhibits
(a) Exhibits
Listed below are the exhibits which are filed as a part of this Quarterly Report (according to the number assigned to them in Item 601 of Regulation S-K):
Exhibit No. |
| Name |
31.1 | ||
31.2 | ||
32 | ||
101.INS | Inline XBRL Instance Document* - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document* | |
101.LAB | Inline XBRL Taxonomy Label Linkbase Document* | |
101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document* | |
101.DEF | Inline XBRL Taxonomy Definition Document* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ATLANTA BRAVES HOLDINGS, INC. | |||
Date: | May 12, 2025 | By: | /s/ TERENCE F. MCGUIRK |
Terence F. McGuirk | |||
Chairman, President and Chief Executive Officer (Principal Executive Officer) | |||
Date: | May 12, 2025 | By: | /s/ JILL L. ROBINSON |
Jill L. Robinson | |||
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
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