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, 2026 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, |
| ||
| 2026 | | 2025 |
| ||
amounts in thousands |
| |||||
Assets |
| |
| | ||
Current assets: |
| |
| | ||
Cash and cash equivalents | $ | |
| | ||
Restricted cash |
| |
| | ||
Accounts receivable and contract assets, net of allowances for credit losses of $ |
| |
| | ||
Other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Property and equipment, at cost (note 3) | |
| | |||
Accumulated depreciation |
| ( |
| ( | ||
| |
| | |||
Investments in affiliates, accounted for using the equity method (note 4) |
| |
| | ||
Intangible assets not subject to amortization: |
|
| | |||
Goodwill |
| |
| | ||
Franchise rights |
| |
| | ||
| |
| | |||
Prepaid pension asset | | — | ||||
Other assets, net |
| |
| | ||
Total assets | $ | |
| | ||
See accompanying notes to condensed consolidated financial statements.
I-3
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Balance Sheets (continued)
(unaudited)
| March 31, | | December 31, |
| ||
| 2026 | | 2025 |
| ||
amounts in thousands, |
| |||||
except share amounts | ||||||
Liabilities and Equity |
| |
| | ||
Current liabilities: |
| |
| | ||
Accounts payable and accrued liabilities | $ | |
| | ||
Deferred revenue and refundable tickets |
| |
| | ||
Current portion of debt (note 5) |
| |
| | ||
Other current liabilities |
| |
| | ||
Total current liabilities |
| |
| | ||
Long-term debt (note 5) |
| |
| | ||
Finance lease liabilities |
| |
| | ||
Deferred income tax liabilities |
| |
| | ||
Pension liability |
| — |
| | ||
Other noncurrent liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Equity: |
|
| | |||
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 |
| ( |
| ( | ||
Retained earnings (deficit) |
| ( |
| ( | ||
Total shareholders' equity |
| |
| | ||
Noncontrolling interests in equity of subsidiaries | | | ||||
Total equity | | | ||||
Commitments and contingencies (note 7) |
|
| ||||
Total liabilities and equity | $ | |
| | ||
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, | ||||||
| 2026 | | 2025 | | ||
amounts in thousands, | ||||||
except per share amounts | ||||||
Revenue: |
| |
| | ||
Baseball revenue | $ | |
| | ||
Mixed-Use Development revenue |
| |
| | ||
Total revenue |
| |
| | ||
Operating costs and expenses: |
|
| ||||
Baseball operating costs |
| |
| | ||
Mixed-Use Development costs |
| |
| | ||
Selling, general and administrative, including stock-based compensation | | | ||||
Depreciation and amortization |
| |
| | ||
| |
| | |||
Operating income (loss) |
| ( |
| ( | ||
Other income (expense): |
|
| ||||
Interest expense |
| ( |
| ( | ||
Share of earnings (losses) of affiliates, net (note 4) |
| ( |
| | ||
Realized and unrealized gains (losses) on financial instruments, net |
| |
| ( | ||
Other, net |
| |
| | ||
Earnings (loss) before income taxes |
| ( |
| ( | ||
Income tax benefit (expense) |
| |
| | ||
Net earnings (loss) | ( |
| ( | |||
Less net earnings (loss) attributable to noncontrolling interests | | — | ||||
Net earnings (loss) attributable to Atlanta Braves Holdings' shareholders | $ | ( | ( | |||
Basic net earnings (loss) attributable to Atlanta Braves Holdings' shareholders per common share (note 2) | $ | ( |
| ( | ||
Diluted net earnings (loss) attributable to Atlanta Braves Holdings' 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, | |||||
| 2026 | | 2025 | | ||
amounts in thousands | ||||||
Net earnings (loss) | $ | ( |
| ( | ||
Other comprehensive earnings (loss), net of tax: |
| |
| | ||
Unrealized holdings gains (loss) arising during the period | | | ||||
Other comprehensive earnings (loss), net of tax |
| |
| | ||
Comprehensive earnings (loss) | ( |
| ( | |||
Less comprehensive earnings (loss) attributable to noncontrolling interests | | — | ||||
Comprehensive earnings (loss) attributable to Atlanta Braves Holdings, Inc. shareholders | $ | ( |
| ( | ||
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, | ||||||
| 2026 | | 2025 | |||
amounts in thousands | ||||||
Cash flows from operating activities: |
| |
| | ||
Net earnings (loss) | $ | ( |
| ( | ||
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: |
|
| | |||
Depreciation and amortization |
| |
| | ||
Stock-based compensation |
| |
| | ||
Share of (earnings) losses of affiliates, net |
| |
| ( | ||
Realized and unrealized (gains) losses on financial instruments, net |
| ( |
| | ||
Deferred income tax expense (benefit) |
| ( |
| ( | ||
Cash receipts from returns on equity method investments | | | ||||
Net cash received (paid) for interest rate swaps | ( | | ||||
Other charges (credits), net |
| |
| | ||
Net change in operating assets and liabilities: |
| |
| | ||
Current and other assets |
| ( |
| | ||
Payables and other liabilities |
| |
| | ||
Net cash provided by (used in) operating activities |
| |
| | ||
Cash flows from investing activities: |
| |
| | ||
Capital expended for property and equipment |
| ( |
| ( | ||
Other investing activities, net | | ( | ||||
Net cash provided by (used in) investing activities |
| ( |
| ( | ||
Cash flows from financing activities: |
| |
| | ||
Borrowings of debt |
| — |
| | ||
Repayments of debt |
| ( |
| ( | ||
Proceeds (disbursements) from exercise of stock options and other stock issuances | | | ||||
Other financing activities, net |
| |
| ( | ||
Net cash provided by (used in) financing activities |
| |
| | ||
Net increase (decrease) in cash, cash equivalents and restricted cash |
| |
| | ||
Cash, cash equivalents and restricted cash at beginning of period |
| |
| | ||
Cash, cash equivalents and restricted cash at end of period | $ | |
| | ||
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, | |||||
2026 | 2025 | |||||
amounts in thousands | ||||||
Cash and cash equivalents | | $ | | | | |
Restricted cash |
| |
| | ||
Total cash, cash equivalents and restricted cash at end of period | $ | |
| | ||
See accompanying notes to condensed consolidated financial statements.
I-7
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Equity
(unaudited)
| Accumulated | | |
| ||||||||||||||||
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, 2026 | $ | — | | | | | ( | ( |
| | | |||||||||
Net earnings (loss) |
| — | — | — | — | — | — | ( | | ( | ||||||||||
Other comprehensive earnings (loss), net of tax | — | — | — | — | — | | — | — | | |||||||||||
Stock-based compensation |
| — | — | — | — | | — | — | — | | ||||||||||
Stock issuances and other, net | — | — | — | | | — | — | — | | |||||||||||
Balance at March 31, 2026 | $ | — | | | | | ( | ( |
| | | |||||||||
Accumulated | | | ||||||||||||||||||
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, 2025 | $ | — | | | | | ( | ( | | | ||||||||||
Net earnings (loss) |
| — | — | — | — | — | — | ( | — | ( | ||||||||||
Other comprehensive earnings (loss), net of tax | — | — | — | — | — | | — | — | | |||||||||||
Stock-based compensation |
| — | — | — | — | | — | — | — | | ||||||||||
Stock issuances and other, net | — | — | — | — | | — | — | — | | |||||||||||
Balance at March 31, 2025 | $ | — |
| | | | | ( | ( |
| | | ||||||||
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”) 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 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, 2025, 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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 and adjacent to Truist Park for a mixed-use development that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”).
The Braves and
I-9
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
operation and management of a Club, which among other things, require each Club to comply with limitations on the amount of debt a Club can incur, revenue sharing arrangements with the other Clubs, commercial arrangements with regard to the national broadcasting of its games and other programming and commercial arrangements relating to the use of its intellectual property.
Split-Off of Atlanta Braves Holdings from Liberty
Following the Split-Off, Liberty and Atlanta Braves Holdings operate as separate, publicly traded companies and neither has any continuing stock ownership, beneficial or otherwise, in the other. 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). In October 2025, Atlanta Braves Holdings and Liberty mutually agreed to terminate the services agreement.
The reorganization agreement provided 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.
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 has granted McGuirk a proxy (the “Malone Voting Agreement”) to vote
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.
I-10
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Income Taxes
Due to sensitivity in our estimated annual effective tax rate (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 our AETR as of the interim period. As a result, the Company has calculated the tax provision from income taxes for the three months ended March 31, 2026 and 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 Shareholders Per Common Share
Basic net earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) attributable to Atlanta Braves Holdings stockholders 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 as if they had been converted at the beginning of the periods presented. There were
Three months ended March 31, | ||||||
| 2026 | | 2025 | | ||
(numbers of shares in thousands) | ||||||
Basic WASO |
| | | |||
Potentially dilutive shares (1) |
| | | |||
Diluted WASO |
| | | |||
| (1) | Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
(3) Property and Equipment
Property and equipment consisted of the following:
| March 31, 2026 | | December 31, 2025 |
| ||||||||||
Owned | Owned |
| ||||||||||||
assets | assets |
| ||||||||||||
Owned | available to | Owned | available to | |||||||||||
| assets | | be leased | | Total | | assets | | be leased | | Total |
| ||
amounts in thousands |
| |||||||||||||
Land |
| $ | | | |
| | |
| | ||||
Buildings and improvements |
|
| | | |
| | |
| | ||||
Leasehold improvements |
|
| | | |
| | |
| | ||||
Furniture and equipment |
|
| | | |
| | |
| | ||||
Construction in progress |
|
| | | |
| | |
| | ||||
Property and equipment, at cost | $ | | | |
| | |
| | |||||
Depreciation expense was $
I-11
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
(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, 2026 | December 31, 2025 | |||||||
Percentage | Carrying | Carrying | ||||||
| Ownership | | amount | | amount | |||
amounts in thousands | ||||||||
MLBAM | % | $ | | | ||||
BELP | % |
| | | ||||
Other | % |
| | | ||||
Total | $ | | | |||||
The following table presents the Company’s share of earnings (losses) of affiliates, net:
| Three months ended | |||||
March 31, | ||||||
| 2026 | | 2025 | | ||
amounts in thousands | ||||||
MLBAM | $ | ( |
| ( | ||
BELP |
| |
| | ||
Other |
| ( |
| | ||
Total | $ | ( |
| | ||
MLBAM
MLB Advanced Media, L.P. (“MLBAM”) was formed in January 2000 pursuant to a vote of the
At the time of a prior acquisition, the fair value of the MLBAM investment exceeded the Company’s proportionate share of MLBAM’s net assets, resulting in excess basis in the investment in MLBAM. The excess basis as of March 31, 2026 and December 31, 2025 was indefinite lived and aggregated to 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
The Company has
I-12
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
does not have the ability to direct the most significant activities that impact their economic performance. In addition, the Company records its share of the earnings (losses) of these investments on a
(5)Debt
Debt is summarized as follows:
| March 31, | December 31, | ||||
| 2026 | | 2025 | |||
amounts in thousands | ||||||
Baseball | ||||||
League wide credit facility | $ | — |
| — | ||
MLB facility fund – term |
| |
| | ||
MLB facility fund – revolver |
| |
| | ||
TeamCo revolver |
| |
| | ||
Term debt | | | ||||
Mixed-Use Development | ||||||
Credit facilities |
| |
| | ||
Term debt |
| |
| | ||
Deferred financing costs |
| ( |
| ( | ||
Total debt |
| |
| | ||
Debt classified as current |
| ( |
| ( | ||
Total long-term debt | $ | |
| | ||
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 (“SOFR”) or Base Rate loan. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by Term SOFR or Base Rate, plus an applicable margin. A Term SOFR Advance has a margin of
I-13
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
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 $
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 Term SOFR or Base Rate Advance. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by Term SOFR or Base Rate, plus an applicable margin. A has a margin of
TeamCo Revolver
In August 2022, a subsidiary of Braves Holdings amended a revolving credit agreement (the “TeamCo Revolver”) that provided for revolving commitments of $
I-14
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
on the daily unused amount of the revolving loans. Under the TeamCo Revolver, Braves Holdings must maintain certain financial covenants, including a fixed-charge coverage ratio and total enterprise indebtedness.
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 $
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 $
I-15
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
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 $
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, 2026. 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 June 2023, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $
In April 2025, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $
I-16
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
In May 2025, 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 others assets, net, other current liabilities and other noncurrent liabilities as of March 31, 2026 and other current liabilities and other noncurrent liabilities as of December 31, 2025 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. At the time of the Split-Off, such Liberty Braves awards were exchanged into RSAs, RSUs and stock options to purchase shares of Atlanta Braves Holdings common stock.
Subsequent to the Split-Off, the Company can grant, to 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
In June 2025, the Company granted
I-17
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
The Company did
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, 2026 |
| |
| $ | | |||||||
Granted |
| — |
| $ | — | |||||||
Exercised |
| ( |
| $ | | |||||||
Forfeited/Cancelled |
| — |
| $ | — | |||||||
Outstanding at March 31, 2026 |
| |
| $ | |
| years |
| $ | | ||
Exercisable at March 31, 2026 |
| |
| $ | |
| years |
| $ | | ||
As of March 31, 2026, there were
As of March 31, 2026, the total unrecognized compensation cost related to unvested Atlanta Braves Holdings Awards was approximately $
As of March 31, 2026,
Exercises
The aggregate intrinsic value of all Atlanta Braves Holdings Series C common stock options exercised during the three months ended March 31, 2026 and 2025 was $
RSAs and RSUs
The Company had approximately
I-18
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
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
For the three months ended March 31, 2026 and 2025, Braves Holdings incurred $
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, 2026, amounts payable annually under such contracts aggregated to $
Litigation
The Company, along with the BOC and other MLB affiliates, is 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 “CODM”), the chief executive officer, evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such
I-19
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
as revenue and Adjusted OIBDA (as defined below). In addition, the Company reviews non-financial measures such as attendance, viewership and social media. The financial measures utilized by our CODM do not consider intersegment revenue and expenses and, additionally, the CODM does not utilize assets presented on a segment basis to make decisions on allocating resources. As such, neither intersegment activity nor segment assets are presented herein.
The Company defines Adjusted OIBDA as operating income (loss) plus stock-based compensation, depreciation and amortization, separately reported litigation settlements, restructuring, acquisition and impairment charges. However, our definition may vary from similarly titled measures used by other companies. 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 stock-based compensation, depreciation and amortization, 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.
The Company identifies its
| ● | Baseball – operations relating to Braves baseball and Truist Park and includes ticket sales, concessions, advertising sponsorships, suites and premium seat fees, broadcasting and other media revenue, retail and licensing. |
| ● | Mixed-Use Development – includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta and the surrounding area. |
Performance Measures
The following table disaggregates revenue by segment and by source:
| Three months ended | |||||
March 31, | ||||||
| 2026 | | 2025 | |||
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
I-20
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
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 $
The following tables detail Adjusted OIBDA by segment as well as a reconciliation of total segment Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes:
Three months ended | ||||||||||
March 31, 2026 | ||||||||||
amounts in thousands | ||||||||||
Baseball | Mixed-Use Development | 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 | ||||||||||
Corporate and other costs | ( | |||||||||
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 CODM. |
| (2) |
I-21
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
Three months ended | ||||||||||
March 31, 2025 | ||||||||||
amounts in thousands | ||||||||||
Baseball | Mixed-Use Development | 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 | ||||||||||
Corporate and other costs | ( | |||||||||
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 CODM. |
| (2) |
I-22
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
(9)Acquisition
In April 2025, the Company, through a wholly-owned subsidiary, completed the acquisition of certain real estate assets for an aggregate purchase price of approximately $
Weighted-average | ||||||
Relative | amortization | |||||
fair value | period (in years) | |||||
amounts in thousands | ||||||
Land | $ | | ||||
Building and Improvements | | |||||
Tangible assets | | |||||
Lease in-place asset | | |||||
Real estate commissions | | |||||
Definite-lived intangible assets | | |||||
Total purchase price | $ | | ||||
Total tangible assets are recorded in property and equipment, at cost in the condensed consolidated balance sheets while total definite-lived intangible assets are recorded in other assets, net in the condensed consolidated balance sheets.
I-23
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:
| ● | the impact of BravesVision (defined below) and Atlanta Braves Holdings, Inc.’s (“Atlanta Braves Holdings,” “the Company,” “us,” “we,” or “our”) ability to operate it as a successful media production and distribution company; |
| ● | the achievement of on-field success; |
| ● | The Company’s ability to develop, obtain and retain talented players; |
| ● | the regulatory and competitive environment of the industries in which the Company operates; |
| ● | the impact of organized labor on the Company, including any potential Major League Baseball (“MLB”) work stoppages such as strikes, protests or management lockouts; |
| ● | the impact of the structure or an expansion of MLB; |
| ● | changes in the nature of key strategic relationships with business partners, vendors and joint venturers; |
| ● | 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 ownership, management and board of directors structure; |
| ● | the Company’s ability to realize the benefits of acquisitions or other strategic investments; |
| ● | 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 outcome of pending or future litigation or investigations; |
| ● | the Company’s ability to attract and retain qualified key personnel; |
| ● | 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 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; |
I-24
| ● | the Company’s ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments; |
| ● | the operational risks of the Company and its business affiliates with operations outside of the United States; |
| ● | the Company’s common stock and organizational structure; |
| ● | the Company’s stock price has and may continue to fluctuate; |
| ● | the impact of inflation and weak economic conditions on consumer demand for products, services and events offered by the Company; and |
| ● | 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 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, 2025 as supplemented by Part II, Item 1A of this Quarterly Report. 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, 2025.
Overview
The Company manages its business based on the following reportable segments: Baseball and Mixed-Use Development.
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, broadcasting and other media revenue, 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 and other media revenue and advertising sponsorship sales are the Baseball segment’s primary revenue drivers. Following the termination of the existing long-term local broadcasting agreement, the Braves announced in February 2026 the creation of BravesVision, a multimedia platform owned and operated by the Company that is the official local television home of the Braves.
The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta and the surrounding area (the “Mixed-Use Development”). In April 2025, the Company, through a wholly-owned subsidiary, completed the acquisition of certain real estate assets adjacent to The Battery Atlanta (the “Acquisition”). 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.
I-25
Results of Operations –March 31, 2026 and 2025
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, | ||||||
2026 | | 2025 | |
| ||
dollar amounts in thousands |
| |||||
Baseball revenue | $ | 45,746 |
| 28,621 | ||
Mixed-Use Development revenue |
| 26,261 |
| 18,590 | ||
Total revenue |
| 72,007 |
| 47,211 | ||
Operating costs and expenses: |
| |
| | ||
Baseball operating costs |
| (56,616) |
| (48,763) | ||
Mixed-Use Development costs |
| (4,258) |
| (2,408) | ||
Selling, general and administrative, excluding stock-based compensation | (28,690) | (24,589) | ||||
Stock-based compensation | (6,568) | (2,646) | ||||
Depreciation and amortization |
| (17,126) |
| (13,257) | ||
Operating income (loss) |
| (41,251) |
| (44,452) | ||
Other income (expense): |
| |
| | ||
Interest expense |
| (11,170) |
| (10,344) | ||
Share of earnings (losses) of affiliates, net |
| (320) |
| 322 | ||
Realized and unrealized gains (losses) on financial instruments, net |
| 927 |
| (637) | ||
Other, net |
| 1,194 |
| 1,213 | ||
Earnings (loss) before income taxes |
| (50,620) |
| (53,898) | ||
Income tax benefit (expense) |
| 10,194 |
| 12,507 | ||
Net earnings (loss) | $ | (40,426) |
| (41,391) | ||
Adjusted OIBDA(1) | (17,557) | (28,549) | ||||
Regular season home games | 5 | — | ||||
Average number of attendees per regular season home game | 30,129 | — | ||||
| (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. |
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 and other media revenue. The following table disaggregates Baseball revenue by source:
| Three months ended | |||||
March 31, | ||||||
| 2026 | | 2025 | |||
amounts in thousands | ||||||
Baseball event |
| $ | 23,738 | 883 | ||
Broadcasting |
|
| 2,519 | 4,291 | ||
Retail and licensing |
|
| 7,283 | 6,080 | ||
Other |
|
| 12,206 | 17,367 | ||
Total Baseball |
| $ | 45,746 | 28,621 | ||
Baseball event revenue increased $22.9 million for the three months ended March 31, 2026 as compared to the corresponding period in the prior year, primarily due to an increase in the number of regular season home games played,
I-26
as well as contractual rate increases on season tickets and existing sponsorship contracts and new premium seating and sponsorship agreements. Broadcasting and other media revenue decreased $1.8 million during the three months ended March 31, 2026 as compared to the corresponding period in the prior year, primarily due to the timing of the commencement of the BravesVision media contracts as we transitioned away from our previous long-term local broadcasting arrangement. Retail and licensing revenue increased $1.2 million during the three months ended March 31, 2026 as compared to the corresponding period in the prior year, primarily due to the increase in the number of regular season home games. Other revenue, a component of baseball revenue, decreased $5.2 million during the three months ended March 31, 2026 as compared to the corresponding period in the prior year primarily due to a decrease in special events held at Truist Park, including hosting two games for the Savannah Bananas in the prior year period.
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, 2026, Mixed-Use Development revenue increased $7.7 million as compared to the corresponding period in the prior year, primarily due to a $5.0 million increase in rental income and a $2.5 million increase in tenant recoveries. Increases in rental income and tenant recoveries for the three months ended March 31, 2026, are primarily a result of the in-place leases associated with the Acquisition.
Baseball operating costs. Baseball operating costs primarily include costs associated with baseball and stadium operations. For the three months ended March 31, 2026, baseball operating expenses increased $7.9 million as compared to the corresponding period in the prior year, primarily due to a $3.8 million increase in major league player salaries, a $3.0 million increase in variable concession and retail operating expenses and a $0.6 million increase in other stadium operating costs due to the increase in the number of regular season home games during the current year period as compared to the prior year period, and a $0.7 million increase in broadcasting expenses associated with the production of BravesVision. These increases were partially offset by a $1.5 million decrease in expenses for special 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, 2026, Mixed-Use Development costs increased $1.9 million as compared to the corresponding period in the prior year primarily as a result of increases in operating costs associated with the assets within the Acquisition.
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 $4.1 million for the three months ended March 31, 2026 as compared to the corresponding period in the prior year. The increase is primarily due to a $1.1 million increase of sales and marketing costs associated with the increase in the number of regular season home games played this year, a $1.0 million increase of property taxes, insurance and other professional fees, and a $1.0 million increase in personnel costs.
Stock-based compensation. Stock-based compensation increased $3.9 million for the three months ended March 31, 2026 as compared to the corresponding period in the prior year, primarily due to an increase in average outstanding awards.
Depreciation and amortization. Depreciation and amortization increased $3.9 million during the three months ended March 31, 2026 as compared to the corresponding period in the prior year, primarily due to certain real estate assets purchased as part of the Acquisition and various assets being placed into service in the prior year.
Operating income (loss). Operating income (loss) improved $3.2 million during the three months ended March 31, 2026 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 stock-based compensation, depreciation and amortization, separately reported litigation settlements, restructuring, acquisition and impairment charges. However, our definition may vary from similarly titled measures used by other companies. Our chief operating decision maker and management team use this measure of
I-27
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, | ||||||
| 2026 | | 2025 | | ||
amounts in thousands | ||||||
Operating income (loss) | $ | (41,251) |
| (44,452) | ||
Stock-based compensation | 6,568 |
| 2,646 | |||
Depreciation and amortization | 17,126 |
| 13,257 | |||
Adjusted OIBDA |
| $ | (17,557) |
| (28,549) | |
Adjusted OIBDA is summarized as follows:
Three months ended | ||||||
March 31, | ||||||
2026 | | 2025 | | |||
amounts in thousands | ||||||
Baseball |
| $ | (32,333) |
| (39,600) | |
Mixed-Use Development | 17,596 |
| 12,887 | |||
Corporate and Other | (2,820) |
| (1,836) | |||
Total |
| $ | (17,557) |
| (28,549) | |
Consolidated Adjusted OIBDA improved $11.0 million during the three months ended March 31, 2026, as compared to the corresponding period in the prior year.
Baseball Adjusted OIBDA improved $7.3 million during the three months ended March 31, 2026, 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 improved $4.7 million during the three months ended March 31, 2026, 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 increased $1.0 million during the three months ended March 31, 2026, as compared to the corresponding period in the prior year, primarily due to increased personnel costs and other professional fees.
Interest Expense. Interest expense increased $0.8 million during the three months ended March 31, 2026, as compared to the corresponding period in the prior year, primarily due to new borrowings related to the Acquisition and on the Company’s variable rate debt partially offset by a reduction in interest rates on the variable rate debt.
I-28
Share of earnings (losses) of affiliates, net. The following table presents our share of earnings (losses) of affiliates, net:
| Three months ended | |||||
March 31, | ||||||
| 2026 | | 2025 | | ||
amounts in thousands | ||||||
MLB Advanced Media, L.P. | $ | (785) |
| (411) | ||
Baseball Endowment, L.P. |
| 685 |
| 717 | ||
Other |
| (220) |
| 16 | ||
Total | $ | (320) |
| 322 | ||
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 the interest rate market.
Other, net. Other, net was relatively flat during the three months ended March 31, 2026, as compared to the corresponding period in the prior year.
Income taxes. The Company’s tax provision benefit from income taxes decreased $2.3 million during the three months ended March 31, 2026, as compared to the corresponding period in the prior year, primarily as a result of the improvement in pretax book income as compared to the three months ended March 31, 2025.
For the three months ended March 31, 2026 and 2025, 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 $40.4 million and $41.4 million during the three months ended March 31, 2026 and 2025, 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, 2026, the Company had $135.2 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, 2026.
During the three months ended March 31, 2026 and 2025, the Company’s primary uses of cash were capital expenditures and debt service, funded primarily by cash from operations.
The Company’s uses of cash are expected to be payments to certain players and other employees 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.
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.
I-29
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, 2026, 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, 2030.
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, 2030. The maximum amount available to Braves Facility Fund LLC under the MLB facility fund — revolver was $36.2 million as of March 31, 2026 and was fully drawn as of March 31, 2026.
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, 2026 was $140.0 million, net of $10.0 million drawn as of March 31, 2026.
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 Annual Report on Form 10-K for the year ended December 31, 2025 under “Critical Accounting Estimates.” There have been no significant changes in our critical accounting estimates during the three months ended March 31, 2026.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For a discussion of quantitative and qualitative disclosures about the Company’s market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2025. Our exposure to market risk has not materially changed since December 31, 2025.
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, 2026 to provide reasonable assurance that information required to
I-30
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 have been no changes to the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
I-31
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
Except as discussed below, there have been no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A. Risk Factors of its Annual Report on Form 10-K for the year ended December 31, 2025.
Factors Relating to Our Business
Our broadcast company is a new and unproven business, and we may be unable to generate sufficient revenue from carriage fees, advertising, and subscription sales to offset the costs of operating our own broadcast network.
We launched BravesVision, a multimedia platform owned and operated by the Company, in February 2026. BravesVision represents a fundamental departure from our historical broadcasting model, under which we received contractually agreed-upon fees for broadcasting rights from a third-party regional sports network operator. Under the BravesVision model, we are directly responsible for all affiliation agreements, advertising sales, production costs, and other expenses associated with operating a broadcasting company. The costs associated with launching and operating this platform have been, and may continue to be, significant. We have limited experience operating a media network of this type, and there can be no assurance that we will generate sufficient revenue to offset the costs associated with this undertaking.
The BravesVision business model has no extended operating history from which investors can assess its likely financial performance. Our ability to generate revenue depends on a number of factors that may be outside of our control, including: (i) the willingness of cable, satellite, and streaming service providers to enter into and maintain affiliation agreements with us on acceptable terms; (ii) our ability to sell and retain local advertising and sponsorship inventory; and (iii) overall on-field performance of the Braves, which historically drives viewership and subscriber demand. If BravesVision fails to generate expected revenue, our financial condition, results of operations, and cash flows could be materially and adversely affected.
Operating a media production and distribution company such as BravesVision requires significant liquidity, personnel, and technology investment.
Unlike our prior broadcasting arrangements, under which a third-party network bore the costs and risks of production, distribution infrastructure, and staffing, BravesVision requires us to directly manage or oversee all aspects of our broadcast operations, including production, studio operations, technical infrastructure, content development (pre-game, post-game and any supplemental programming), sales, marketing, and distribution logistics. Although we have engaged third-party production and distribution partners, we retain ultimate editorial, commercial, and operational responsibility for BravesVision.
The successful execution of BravesVision will require us to, among other things: (i) hire and retain qualified media production, sales, and technology personnel; (ii) manage relationships with our production partner under our current arrangement (which may not continue indefinitely); and (iii) navigate the evolving technical standards of multi-platform video distribution, including broadcast, cable, streaming, and over-the-air delivery. If we fail to manage these operational requirements effectively, our broadcast operations could be disrupted, the quality of our product could suffer, and our reputation with fans and advertisers could be harmed.
Furthermore, the costs of operating BravesVision, including production costs, distribution fees, personnel costs, and technology expenses, may exceed our projections, particularly in the near term as we build operational capabilities. These costs will be incurred regardless of the level of revenue we generate. Any material increase in operating costs or failure to achieve anticipated revenue could result in BravesVision being dilutive to our financial results.
II-1
We may be unable to secure or maintain affiliation agreements with multichannel video programming distributors (“MVPDs”), virtual multichannel video programming distributors (“vMVPDs”), and other distributors on acceptable terms.
The commercial success of BravesVision depends in significant part on our ability to secure and maintain affiliation agreements that serve our broadcast territory. Carriage negotiations with MVPDs and vMVPDs involve significant leverage on both sides and are subject to commercial, regulatory, and competitive pressures. If major distributors decline to carry BravesVision, or if existing distributors’ affiliation arrangements expire or are terminated, a meaningful number of fans within our broadcast territory may be unable to access Braves games through their preferred service providers. This could reduce viewership, undermine our ability to attract and retain advertising revenue, and damage our relationship with the Braves fan base which could further impact other revenue streams, any of which could have a material adverse effect on our business and results of operations.
Our affiliation agreements with MVPDs and vMVPDs typically include certain remedies in the event BravesVision fails to deliver a minimum number of Braves games. If the requirement is not met, we may be required to provide shortfall credits to distributors, which could materially affect our business and results of operations. With the ever-evolving national broadcast landscape, there is a risk that more Braves games are broadcast nationally, limiting our ability to satisfy these delivery requirements. In addition, some affiliation agreements contain “most favored nations” provisions which require that certain terms (including, potentially, the material terms) of such agreements are no less favorable than those offered to any similarly situated MVPD or vMVPD. If triggered, these provisions could reduce the anticipated economic benefits of such agreements.
In addition, as the media distribution landscape continues to evolve, we cannot predict the long-term viability of individual distribution partners, their subscriber trajectory, or their willingness to pay carriage fees at levels that make BravesVision economically viable. The continued migration of audiences from traditional linear pay-TV bundles to streaming and free over-the-air services may reduce the total potential distribution partners and adversely affect per-subscriber economics of our affiliation agreements.
Our advertising revenues may be adversely impacted by several factors, including the changing landscape of television advertising spending and advertising market conditions.
Shifting consumer preferences toward streaming services and other digital platforms and the increasing number of entertainment alternatives have intensified audience fragmentation and reduced content viewership through traditional linear distribution models. The advertising market is also evolving and sensitive to general economic conditions, consumer spending patterns, advertising agency influences (such as how those advertising agencies manage their clients’ marketing budgets and negotiate advertising inventory), and developments in artificial intelligence (“AI”) technology. Financial instability or a general decline in economic conditions could adversely affect the spending priorities of our advertising partners who might reduce their spending, which could result in a decrease in advertising rates and volume and in our overall advertising revenues.
Our advertising revenues also depend on our ability to accurately measure viewership and audience engagement. Although audience measurement systems have evolved and improved to capture the viewership of programming across multiple platforms, they still do not fully capture all viewership across streaming and other digital platforms. As a result, advertisers may not be willing to pay advertising rates based on the viewership that is not being measured. Our ability to generate advertising revenue is also dependent on our ability to compete in highly competitive, rapidly evolving industries, our ability to respond to changes in consumer behavior and our ability to consistently achieve audience acceptance of our content and brand. An inability to obtain audience measurement data that is acceptable to advertisers can lead to a reduction of advertising revenue, and our business, financial condition, and results of operations could be adversely impacted.
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, 2026.
II-2
During the three months ended March 31, 2026, no shares of Series A, Series B, or Series C Atlanta Braves Holdings 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
II-3
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 11, 2026 | By: | /s/ TERENCE F. MCGUIRK |
Terence F. McGuirk | |||
Chairman, President and Chief Executive Officer (Principal Executive Officer) | |||
Date: | May 11, 2026 | By: | /s/ JILL L. ROBINSON |
Jill L. Robinson | |||
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |||
II-4