UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-41746

ATLANTA BRAVES HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)


Nevada		92-1284827
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12300 Liberty Boulevard Englewood, Colorado		80112
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (720) 875-5500

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Series A common stock	BATRA	The Nasdaq Stock Market LLC
Series C common stock	BATRK	The Nasdaq Stock Market LLC

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. Yes ⌧ No ◻

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). Yes ⌧ No ◻

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.


Large Accelerated Filer ☐		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 ☐ No ☒

The number of outstanding shares of Atlanta Braves Holdings, Inc. common stock as of October 31, 2023 was:


	Series A	Series B	Series C
Atlanta Braves Holdings, Inc. common stock	10,318,202	977,795	50,427,832

Table of Contents

Table of Contents


Part I – Financial Information
Item 1. Financial Statements

ATLANTA BRAVES HOLDINGS, INC. Condensed Consolidated Balance Sheets (unaudited)		I-3
ATLANTA BRAVES HOLDINGS, INC. Condensed Consolidated Statements of Operations (unaudited)		I-5
ATLANTA BRAVES HOLDINGS, INC. Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited)		I-6
ATLANTA BRAVES HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows (unaudited)		I-7
ATLANTA BRAVES HOLDINGS, INC. Condensed Consolidated Statements of Equity (unaudited)		I-9
ATLANTA BRAVES HOLDINGS, INC. Notes to Condensed Consolidated Financial Statements (unaudited)		I-11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		I-26
Item 3. Quantitative and Qualitative Disclosures about Market Risk		I-33
Item 4. Controls and Procedures		I-34

Part II — Other Information
Item 1. Legal Proceedings		II-1
Item 1A. Risk Factors		II-1
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities		II-1
Item 5. Other Information		II-1
Item 6. Exhibits		II-2

SIGNATURES		II-3

I-2

Table of Contents

ATLANTA BRAVES HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(unaudited)


	September 30,		December 31,
	2023		2022

	amounts in thousands
Assets
Current assets:
Cash and cash equivalents	$	106,715	150,664
Restricted cash		19,814	22,149
Accounts receivable and contract assets, net of allowance for credit losses		99,095	70,234
Other current assets		18,224	24,331
Total current assets		243,848	267,378

Property and equipment, at cost (note 3)		1,061,776	1,007,776
Accumulated depreciation		(312,286)	(277,979)
		749,490	729,797

Investments in affiliates, accounted for using the equity method (note 4)		105,614	94,564
Intangible assets not subject to amortization:
Goodwill		175,764	175,764
Franchise rights		123,703	123,703
		299,467	299,467

Other assets, net		120,420	99,455
Total assets	$	1,518,839	1,490,661

See accompanying notes to condensed consolidated financial statements.

I-3

Table of Contents

ATLANTA BRAVES HOLDINGS, INC.

Condensed Consolidated Balance Sheets (continued)

(unaudited)


	September 30,		December 31,
	2023		2022

	amounts in thousands
	except share amounts
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	68,339	54,748
Deferred revenue and refundable tickets		106,120	104,996
Current portion of debt (note 5)		7,786	74,806
Other current liabilities		7,056	6,361
Total current liabilities		189,301	240,911

Long-term debt (note 5)		547,485	467,160
Redeemable intergroup interests		—	278,103
Finance lease liabilities		106,751	107,220
Deferred income tax liabilities		56,682	54,099
Pension liability		10,712	15,405
Other noncurrent liabilities		32,257	28,253
Total liabilities		943,188	1,191,151
Equity:
Preferred stock, $.01 par value. Authorized 50,000,000 shares; zero shares issued at September 30, 2023 and December 31, 2022		—	—
Series A common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 10,318,202 and zero at September 30, 2023 and December 31, 2022, respectively		103	—
Series B common stock, $.01 par value. Authorized 7,500,000 shares; issued and outstanding 977,795 and zero at September 30, 2023 and December 31, 2022, respectively		10	—
Series C common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 50,427,249 and zero at September 30, 2023 and December 31, 2022, respectively		504	—
Additional paid-in capital		1,088,517	—
Former parent’s investment		—	732,350
Accumulated other comprehensive earnings (loss), net of taxes		(3,510)	(3,758)
Retained earnings (deficit)		(522,018)	(429,082)
Total stockholders' equity/former parent's investment		563,606	299,510
Noncontrolling interests in equity of subsidiaries		12,045	—
Total equity		575,651	299,510
Commitments and contingencies (note 7)
Total liabilities and equity	$	1,518,839	1,490,661

See accompanying notes to condensed consolidated financial statements.

I-4

Table of Contents

ATLANTA BRAVES HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(unaudited)


	Three months ended			Nine months ended
	September 30,			September 30,
	2023		2022	2023		2022

	amounts in thousands, except per share amounts
Revenue:
Baseball revenue	$	256,266	231,279	$	528,762	478,037
Mixed-Use Development revenue		15,558	14,168		44,157	39,265
Total revenue		271,824	245,447		572,919	517,302
Operating costs and expenses:
Baseball operating costs		198,195	194,216		430,424	390,027
Mixed-Use Development costs		2,247	2,089		6,451	6,399
Selling, general and administrative, including stock-based compensation		34,346	27,688		94,339	82,707
Impairment of long-lived assets and other related costs		34	4,811		564	4,811
Depreciation and amortization		21,286	21,335		55,215	56,729
		256,108	250,139		586,993	540,673
Operating income (loss)		15,716	(4,692)		(14,074)	(23,371)
Other income (expense):
Interest expense		(9,657)	(7,999)		(28,017)	(20,528)
Share of earnings (losses) of affiliates, net (note 4)		12,725	9,975		23,384	22,118
Realized and unrealized gains (losses) on intergroup interests, net		(20,392)	(30,940)		(83,178)	5,163
Realized and unrealized gains (losses) on financial instruments, net		2,593	5,778		5,672	12,238
Gains (losses) on dispositions, net (note 1)		15	68		2,518	20,283
Other, net		1,209	161		2,863	329
Earnings (loss) before income taxes		2,209	(27,649)		(90,832)	16,232
Income tax benefit (expense)		(8,256)	(2,248)		(2,104)	(5,465)
Net earnings (loss)	$	(6,047)	(29,897)	$	(92,936)	10,767
Basic net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share (note 2)	$	(0.10)	(0.48)	$	(1.51)	0.17
Diluted net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share (note 2)	$	(0.10)	(0.48)	$	(1.51)	0.17

See accompanying notes to condensed consolidated financial statements.

I-5

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ATLANTA BRAVES HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)


	Three months ended			Nine months ended
	September 30,			September 30,
	2023		2022	2023		2022

	amounts in thousands
Net earnings (loss)	$	(6,047)	(29,897)	$	(92,936)	10,767
Other comprehensive earnings (loss), net of tax:
Unrealized holdings gains (losses) arising during the period		(137)	1		(327)	(1)
Share of other comprehensive earnings (loss) of affiliates		683	—		575	—
Other comprehensive earnings (loss), net of tax		546	1		248	(1)
Comprehensive earnings (loss)	$	(5,501)	(29,896)	$	(92,688)	10,766

See accompanying notes to condensed consolidated financial statements.

I-6

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ATLANTA BRAVES HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Nine months ended
	September 30,
	2023		2022

	amounts in thousands
Cash flows from operating activities:
Net earnings (loss)	$	(92,936)	10,767
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		55,215	56,729
Stock-based compensation		9,653	9,188
Impairment of long-lived assets		—	4,811
Share of (earnings) losses of affiliates, net		(23,384)	(22,118)
Realized and unrealized (gains) losses on intergroup interests, net		83,178	(5,163)
Realized and unrealized (gains) losses on financial instruments, net		(5,672)	(12,238)
(Gains) losses on dispositions, net		(2,518)	(20,283)
Deferred income tax expense (benefit)		(6,086)	(2,111)
Cash receipts from returns on equity method investments		12,350	14,850
Other charges (credits), net		4,856	2,041
Net change in operating assets and liabilities:
Current and other assets		(67,475)	(22,628)
Payables and other liabilities		11,513	5,543
Net cash provided by (used in) operating activities		(21,306)	19,388
Cash flows from investing activities:
Capital expended for property and equipment		(45,313)	(13,174)
Cash proceeds from dispositions		—	47,840
Investments in equity method affiliates and equity securities		(125)	(5,273)
Other investing activities, net		110	—
Net cash provided by (used in) investing activities		(45,328)	29,393
Cash flows from financing activities:
Borrowings of debt		52,248	134,753
Repayments of debt		(38,997)	(235,368)
Payments to settle intergroup interests		—	(13,828)
Contribution from noncontrolling interest		12,045	—
Other financing activities, net		(4,946)	(5,135)
Net cash provided by (used in) financing activities		20,350	(119,578)
Net increase (decrease) in cash, cash equivalents and restricted cash		(46,284)	(70,797)
Cash, cash equivalents and restricted cash at beginning of period		172,813	244,113
Cash, cash equivalents and restricted cash at end of period	$	126,529	173,316

Supplemental disclosure to the condensed consolidated statements of cash flows:
Property and equipment expenditures incurred but not yet paid	$	20,540	6,250

I-7

Table of Contents

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:


	September 30,		December 31,
	2023		2022
Cash and cash equivalents	$	106,715	150,664
Restricted cash		19,814	22,149
Total cash, cash equivalents and restricted cash at end of period	$	126,529	172,813

See accompanying notes to condensed consolidated financial statements.

I-8

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ATLANTA BRAVES HOLDINGS, INC.

Condensed Consolidated Statements of Equity

(unaudited)


								Accumulated
								other		Noncontrolling
						Former	Additional	comprehensive	Retained	interests
	Preferred		Common Stock			parent's	paid-in	earnings	earnings	in equity of	Total
	Stock		Series A	Series B	Series C	investment	capital	(loss)	(deficit)	subsidiaries	equity

	amounts in thousands
Balance at January 1, 2023	$	—	—	—	—	732,350	—	(3,758)	(429,082)	—	299,510
Net earnings (loss)		—	—	—	—	—	—	—	(92,936)	—	(92,936)
Other comprehensive earnings (loss)		—	—	—	—	—	—	248	—	—	248
Stock-based compensation		—	—	—	—	6,294	3,309	—	—	—	9,603
Change in capitalization in connection with Atlanta Braves Holdings Split-Off		—	103	10	418	(724,115)	723,584	—	—	—	—
Tax sharing adjustment with Former parent		—	—	—	—	(7,354)	—	—	—	—	(7,354)
Contribution from noncontrolling interest		—	—	—	—	—	—	—	—	12,045	12,045
Settlement of intergroup interest		—	—	—	86	—	361,195	—	—	—	361,281
Other		—	—	—	—	(7,175)	429	—	—	—	(6,746)
Balance at September 30, 2023	$	—	103	10	504	—	1,088,517	(3,510)	(522,018)	12,045	575,651


								Accumulated
								other		Noncontrolling
						Former	Additional	comprehensive	Retained	interests
	Preferred		Common Stock			parent's	paid-in	earnings	earnings	in equity of	Total
	Stock		Series A	Series B	Series C	investment	capital	(loss)	(deficit)	subsidiaries	equity

	amounts in thousands
Balance at June 30, 2023	$	—	—	—	—	730,620	—	(4,056)	(515,971)	11,289	221,882
Net earnings (loss)		—	—	—	—	—	—	—	(6,047)	—	(6,047)
Other comprehensive earnings (loss)		—	—	—	—	—	—	546	—	—	546
Stock-based compensation		—	—	—	—	—	3,309	—	—	—	3,309
Change in capitalization in connection with Atlanta Braves Holdings Split-Off		—	103	10	418	(724,115)	723,584	—	—	—	—
Contribution from noncontrolling interest		—	—	—	—	—	—	—	—	756	756
Settlement of intergroup interest		—	—	—	86	—	361,195	—	—	—	361,281
Other		—	—	—	—	(6,505)	429	—	—	—	(6,076)
Balance at September 30, 2023	$	—	103	10	504	—	1,088,517	(3,510)	(522,018)	12,045	575,651

See accompanying notes to condensed consolidated financial statements

I-9

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ATLANTA BRAVES HOLDINGS, INC.

Condensed Consolidated Statements of Equity (continued)

(unaudited)


				Accumulated
				other
	Former		Retained	comprehensive
	parent's		earnings	earnings	Total
	investment		(deficit)	(loss)	equity

	amounts in thousands
Balance at January 1, 2022	$	720,023	(394,891)	(18,909)	306,223
Net earnings (loss)		—	10,767	—	10,767
Other comprehensive earnings (loss)		—	—	(1)	(1)
Stock-based compensation		9,188	—	—	9,188
Other		169	(18)	—	151
Balance at September 30, 2022	$	729,380	(384,142)	(18,910)	326,328


				Accumulated
				other
	Former		Retained	comprehensive
	parent's		earnings	earnings	Total
	investment		(deficit)	(loss)	equity

	amounts in thousands
Balance at June 30, 2022	$	726,300	(354,245)	(18,911)	353,144
Net earnings (loss)		—	(29,897)	—	(29,897)
Other comprehensive earnings (loss)		—	—	1	1
Stock-based compensation		3,062	—	—	3,062
Other		18	—	—	18
Balance at September 30, 2022	$	729,380	(384,142)	(18,910)	326,328

See accompanying notes to condensed consolidated financial statements.

I-10

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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 one share of the corresponding series of common stock of a newly formed entity, Atlanta Braves Holdings, Inc. (the “Split-Off”). The Split-Off was completed on July 18, 2023 and was intended to be tax-free to holders of Liberty Braves common stock. Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings” or the “Company”) is comprised of the businesses, assets and liabilities previously attributed to the Liberty Braves Group (“Braves Group”), which, as of September 30, 2023, included Atlanta Braves Holdings’ wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) and corporate cash.

The accompanying condensed consolidated financial statements represent the combination of the historical financial information of the Braves Group until the date of the Split-Off. Although Atlanta Braves Holdings was reported as a combined company until the date of the Split-Off, all periods reported herein are referred to as consolidated. These financial statements refer to the consolidation of Braves Holdings, cash and intergroup interests in the Braves Group (prior to settlement/extinguishment) as "Atlanta Braves Holdings," "the Company," "us," "we" and "our" in the notes to the condensed consolidated financial statements. The Split-Off is accounted for at historical cost due to the pro rata nature of the distribution to holders of Liberty Braves common stock. 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, 2022, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and 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 combined financial statements and notes thereto for the year ended December 31, 2022 as presented in Amendment No. 5 to the Registration Statement on Form S-4 (File No. 333-268922) filed on June 8, 2023.

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”). In addition, Braves Holdings indirectly owned and operated three Professional Development League clubs (the Gwinnett Stripers, Mississippi Braves and Rome Braves) until they were sold in January 2022. ANLBC’s 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-11

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ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

The Braves and 29 other Major League baseball clubs are collectively referred to as the Clubs. The Office of the Commissioner of Baseball (the “BOC”) is an unincorporated association also doing business as Major League Baseball (“MLB”) and has as its members the Clubs. The Clubs are bound by the terms and provisions of the Major League Constitution and all rules and regulations promulgated thereunder as well as a series of other agreements and arrangements that govern the 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.

In January 2022, Braves Holdings sold the three Professional Development League clubs to a third party and recognized a gain of approximately $20.3 million, which was allocated entirely to the baseball reportable segment. Each of the three clubs remain affiliated with Braves Holdings via player development license agreements with MLB Professional Development Leagues, LLC. Additionally, Braves Holdings granted an exclusive, royalty free, sub-licensable, and irrevocable license to use various tradenames and logos. The license fee is included within the total purchase price of approximately $49.4 million.

Split-Off of Atlanta Braves Holdings from Liberty

Prior to the Split-Off, a portion of Liberty’s general and administrative expenses, including legal, tax, accounting, treasury and investor relations support was allocated to the Braves Group each reporting period based on an estimate of time spent. The Braves Group paid $4.5 million during 2023 prior to the Split-Off and paid $3.5 million and $6.0 million during the three and nine months ended September 30, 2022, respectively, for such expenses.

Prior to the Split-Off, the Liberty Formula One Group (the “Formula One Group”) and the Liberty SiriusXM Group held intergroup interests in the Braves Group. The intergroup interests represented quasi-equity interests which were not represented by outstanding shares of common stock; rather, the Formula One Group and Liberty SiriusXM Group had attributed interests in the Braves Group, which were generally stated in terms of a number of shares of Liberty Braves common stock. As of December 31, 2022, 6,792,903 notional shares represented an 11.0% intergroup interest in the Braves Group held by the Formula One Group and 1,811,066 notional shares represented a 2.9% intergroup interest in the Braves Group held by the Liberty SiriusXM Group. Historically, Liberty assumed that the notional shares (if and when issued) related to the Formula One Group interest in the Braves Group would be comprised of Series C Liberty Braves common stock and that the notional shares (if and when issued) related to the Liberty SiriusXM Group interest in the Braves Group would be comprised of Series A Liberty Braves common stock. Therefore, the market prices of Series C Liberty Braves and Series A Liberty Braves common stock were used for the mark-to-market adjustment for the intergroup interests held by the Formula One Group and the Liberty SiriusXM Group, respectively, through the condensed consolidated statements of operations. During the second quarter of 2023, Liberty determined that, in connection with the Split-Off, shares of Atlanta Braves Holdings Series C common stock would be used to settle and extinguish the intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group. Accordingly, effective as of June 30, 2023 and through the Split-Off date, the market price of Series C Liberty Braves common stock was used for the mark-to market adjustment for the intergroup interest held by the Liberty SiriusXM Group.

The intergroup interests in the Braves Group remaining immediately prior to the Split-Off were settled and extinguished in connection with the Split-Off through the attribution, to the respective tracking stock group, of Atlanta Braves Holdings Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest.

Following the Split-Off, Liberty and Atlanta Braves Holdings operate as separate, publicly traded companies and Liberty owns 1,811,066 shares of Atlanta Braves Holdings Series C common stock. Within one year following the Split-

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ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Off, Liberty intends to either exchange the shares of Atlanta Braves Holdings Series C common stock with one or more third party lenders to satisfy certain of Liberty’s debt obligations or dispose of such shares in one or more public or private sale transactions. Following the exchange or disposal of such shares, neither Liberty nor Atlanta Braves Holdings is expected to have 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 include a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement.

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 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, in connection with Liberty’s employment arrangement with Gregory B. Maffei, the Company’s Chairman, President and Chief Executive Officer, components of Mr. Maffei’s compensation will either be paid directly to him by each of the Company, Liberty TripAdvisor Holdings, Inc., Liberty Broadband Corporation and Qurate Retail, Inc. (collectively, the “Service Companies”) or reimbursed to Liberty, in each case, based on allocations among Liberty and the Service Companies set forth in the amended services agreement, currently set at 7% for the Company but subject to adjustment on an annual basis and upon the occurrence of certain events. Under the facilities sharing agreement, Atlanta Braves Holdings shares office space with Liberty and related amenities at Liberty’s corporate headquarters. The aircraft time sharing agreements provide for Liberty to lease certain aircraft that it or its subsidiaries own to Atlanta Braves Holdings for use on a periodic, non-exclusive time sharing basis. Pursuant to the registration rights agreement with Liberty, Atlanta Braves Holdings has commenced a registration process to effect the registration of shares of Atlanta Braves Holdings’ Series C common stock that were issued to Liberty in settlement and extinguishment of the intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group.

Under these various agreements, amounts reimbursable to Liberty aggregated $0.8 million for the three months ended September 30, 2023.

Seasonality

Braves Holdings revenue is seasonal, with the majority of revenue recognized during the second and third quarters which aligns with the baseball season.

(2)Earnings Attributable to Atlanta Braves Holdings Stockholders Per Common Share

Basic 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 as if they had been

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ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

converted at the beginning of the periods presented. Excluded from diluted EPS for both the three and nine months ended September 30, 2023 are 3 thousand potential common shares because their inclusion would have been antidilutive.

The Company issued 61.7 million common shares, which is the aggregate number of shares of Series A, Series B and Series C common stock issued in connection with the Split-Off on July 18, 2023. The number of shares issued upon completion of the Split-Off was used to determine both basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2022, as no Company equity awards were outstanding prior to the completion of the Split-Off.


	Three months ended	Nine months ended
	September 30,	September 30,
	2023	2023

	(numbers of shares in thousands)
Basic WASO	61,720	61,720
Potentially dilutive shares (1)	868	868
Diluted WASO	62,588	62,588

(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:


		September 30, 2023				December 31, 2022
				Owned			Owned
	Estimated			assets			assets
	Useful	Owned		available to		Owned	available to
	Life	assets		be leased	Total	assets	be leased	Total

	in years	amounts in thousands
Land	NA	$	18,583	22,891	41,474	19,643	21,831	41,474
Buildings and improvements	15-39		281,450	355,272	636,722	282,314	354,959	637,273
Leasehold improvements	15-39		76,088	62,062	138,150	72,455	61,876	134,331
Furniture and equipment	5-7		179,845	8,265	188,110	176,227	8,061	184,288
Construction in progress	NA		313	57,007	57,320	886	9,524	10,410
Property and equipment, at cost		$	556,279	505,497	1,061,776	551,525	456,251	1,007,776

Depreciation expense was $13.7 million and $13.6 million for the three months ended September 30, 2023 and 2022, respectively, and $40.5 million and $42.3 million for the nine months ended September 30, 2023 and 2022, respectively.

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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:


	September 30, 2023				December 31, 2022
	Percentage		Carrying		Carrying
	Ownership		amount		amount

			amounts in thousands
MLBAM	3.3	%	$	56,375	45,102
BELP	3.3	%		34,674	33,224
Other	50.0	%		14,565	16,238
Total			$	105,614	94,564

The following table presents the Company’s share of earnings (losses) of affiliates: