Filed Pursuant to Rule 424(b)(3)

File No. 333-274438

PROSPECTUS SUPPLEMENT NO. 2

(to prospectus dated September 29, 2023)

1,811,066 Shares

Graphic

ATLANTA BRAVES HOLDINGS, INC.

Series C Common Stock

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 29, 2023 (as supplemented prior to the date hereof, the Prospectus), related to the offer and sale, from time to time, of up to of 1,811,066 shares of our Series C common stock, $0.01 par value.

On November 6, 2023, we filed our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, with the Securities and Exchange Commission (the Quarterly Report). Accordingly, we have attached the Quarterly Report to this prospectus supplement to update and supplement the Prospectus with the information contained in our Quarterly Report.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.

Our Series C common stock trades on the Nasdaq Global Select Market under the symbol “BATRK.” On November 3, 2023, the last reported closing price of our Series C common stock was $35.89 per share.

Investing in our Series C common stock involves a high degree of risk. Before buying any Series C common stock, you should carefully read the discussion of material risks of investing in our common stock in “Risk Factors” beginning on page 7 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 6, 2023.


Table of Contents

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

OR

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


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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


Table of Contents

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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Table of Contents

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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Table of Contents

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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Table of Contents

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:

    

Three months ended

Nine months ended

September 30, 

September 30, 

    

2023

    

2022

    

2023

    

2022

amounts in thousands

MLBAM

$

9,797

 

9,723

$

19,131

20,308

BELP

 

739

 

(1,942)

 

1,450

(2,403)

Other

 

2,189

 

2,194

 

2,803

4,213

Total

$

12,725

 

9,975

$

23,384

 

22,118

MLBAM

MLB Advanced Media, L.P. (“MLBAM”) was formed in January 2000 pursuant to a vote of the 30 owners of the Clubs, whereby each Club agreed to cede substantially all of its individual Club internet and interactive media rights to MLBAM for an indirect 3.3% interest in MLBAM. The Company’s investment in MLBAM is considered an equity method investment as the investment is in a limited partnership where significant influence is generally presumed to exist.  

At the time of the acquisition of ANLBC by a predecessor of Liberty in 2007, the fair value of the MLBAM investment exceeded ANLBC’s proportionate share of MLBAM’s net assets, resulting in excess basis in the investment in MLBAM. The excess basis as of September 30, 2023 and December 31, 2022 was indefinite lived and aggregated approximately $10.3 million.

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 one month lag.

Other Affiliates

Braves Holdings has 50% interests in three joint ventures that were formed to develop, own and operate hotels in the Mixed-Use Development. The equity method of accounting is applied to these investments as Braves Holdings does

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Table of Contents

ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

not have the ability to direct the most significant activities that impact their economic performance. In addition, Braves Holdings records its share of the earnings (losses) of these investments on a three month lag.

(5)Debt

Debt is summarized as follows:

    

September 30, 

December 31, 

    

2023

    

2022

amounts in thousands

Baseball

League wide credit facility

$

 

MLB facility fund - term

 

30,000

 

30,000

MLB facility fund - revolver

 

41,400

 

43,700

TeamCo revolver

 

10,000

 

Term debt

165,370

171,694

Mixed-Use Development

Credit facilities

 

46,329

 

103,163

Term debt

 

266,070

 

197,334

Deferred financing costs

 

(3,898)

 

(3,925)

Total debt

 

555,271

 

541,966

Debt classified as current

 

(7,786)

 

(74,806)

Total long-term debt

$

547,485

 

467,160

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 $125 million as of September 30, 2023. The commitment termination date of the revolving credit facility under the LWCF, which is the repayment date for all amounts borrowed under such revolving credit facility, is July 10, 2026.

Under the LWCF, the Club Trust can request a revolving credit advance in the form of a Eurodollar or Base Rate loan. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by the Eurodollar or Base Rate, plus an applicable margin. The interest rate of a Eurodollar loan was one-month LIBOR plus a margin of 1.20% to 1.325%, based on the credit rating of Major League Baseball Trust. The interest rate of a Base Rate loan was the greater of (x) the Federal Funds rate plus 0.50%, (y) the prevailing Prime, and (z) LIBOR plus 1.00%, plus a margin of 0.200% to 0.325%, based on the credit rating of Major League Baseball Trust. Beginning in May 2022, interest based on LIBOR under the LWCF was replaced with interest based on the Secured Overnight Financing Rate (“SOFR”) plus 0.1%.

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Table of Contents

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 $30 million term note with Major League Baseball Facility Fund, LLC (the “MLB facility fund – term”). Interest is payable on June 10 and December 10 of each year at an annual rate of 3.65%. In each of December 2029 and 2030, $15 million of the term note matures.

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 $41.4 million as of September 30, 2023. The commitment termination date, which is the repayment date for all amounts borrowed under the revolving credit facility of the MLBFF, is July 10, 2026.

Under a credit agreement, Braves Facility Fund can request a revolving credit advance in the form of a Eurodollar or Base Rate loan. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by a Eurodollar or Base Rate, plus an applicable margin. The interest rate of a Eurodollar loan was one-month LIBOR plus a margin of 1.275% to 1.400%, based on the credit rating of Major League Baseball Facility Fund, LLC. The interest rate of a Base Rate loan was the greater of (x) the Federal Funds rate plus 0.50%, (y) the prevailing Prime rate, and (z) LIBOR plus 1.00%, plus a margin of 0.275% to 0.400%, based on the credit rating of Major League Baseball Facility Fund, LLC. Beginning in May 2022, interest based on LIBOR under the MLB facility fund – revolver was replaced with interest based on the SOFR plus 0.1%. Borrowings outstanding under the MLB facility fund – revolver bore interest at a rate of 6.69% per annum as of September 30, 2023.

TeamCo Revolver

In September 2016, a subsidiary of Braves Holdings amended a revolving credit agreement (the “TeamCo Revolver”) that provided for revolving commitments of $85 million. Under the agreement, Braves Holdings can request a revolving credit loan in the form of a Eurodollar or Base Rate loan. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by a Eurodollar or Base Rate, plus an applicable margin. The interest rate of a Base Rate loan was the greater of (x) the prevailing Prime rate, (y) the prevailing Federal Funds rate plus 0.50%, and (z) LIBOR plus 1.00%, plus a margin of 0.25%. In August 2022, the TeamCo Revolver was amended, increasing the borrowing capacity to $150 million, extending the maturity to August 2029 and replacing the Eurodollar interest rate with SOFR. Borrowings outstanding under the TeamCo Revolver bore interest at a rate of 6.57% and the maximum amount available was $140 million as of September 30, 2023. Under the TeamCo Revolver, Braves Holdings must maintain certain financial covenants, including a fixed-charge coverage ratio and total enterprise indebtedness.

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Table of Contents

ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Baseball Term Debt

In August 2016, a subsidiary of Braves Holdings entered into a senior secured permanent placement note purchase agreement for $200 million (the “Note Purchase Agreement”). The notes bear interest at 3.77% per annum and are scheduled to mature in September 2041. Braves Holdings makes principal and interest payments of $6.4 million each March 30 and September 30. At September 30, 2023, Braves Holdings had borrowings of $163.9 million under the Note Purchase Agreement, net of unamortized debt issuance costs of $1.4 million. Additionally, Braves Holdings must maintain certain financial covenants including debt service coverage ratios.

Mixed-Use Development Credit Facilities

In August 2016, a subsidiary of Braves Holdings entered into a $37.5 million construction loan agreement that matures in November 2024. The proceeds were primarily used to pay the construction costs of an entertainment building adjacent to the Stadium, as well as assist with phase II construction of the Mixed-Use Development. Interest accrues monthly at 4% per annum. Beginning December 15, 2020 and on each month thereafter, Braves Holdings makes principal and interest payments of $179 thousand. At September 30, 2023, Braves Holdings had borrowings outstanding of $34.8 million, net of unamortized debt issuance costs of $0.1 million. Under the construction loan, Braves Holdings must maintain certain financial covenants, including a debt yield ratio.

In December 2022, a subsidiary of Braves Holdings entered into a $112.5 million construction loan agreement that has an initial maturity date of December 2026. The proceeds of the construction loan agreement will be used to pay the construction costs of an office building adjacent to the Stadium. Loans under the construction loan bear interest at SOFR plus 2.00% per annum (subject to a reduction to 1.80% per annum if certain conditions are met). Borrowings outstanding under the construction loan bore interest at a rate of 7.32% as of September 30, 2023. As of September 30, 2023, Braves Holdings had borrowings outstanding of $10.7 million under the construction loan, net of unamortized debt issuance costs of $0.7 million.

Mixed-Use Development Term Debt

In May 2018, a subsidiary of Braves Holdings refinanced a construction loan with a $95 million term loan agreement (the “Term Loan Agreement”). The Term Loan Agreement bears interest at one-month LIBOR plus 1.35% per annum and is scheduled to mature on May 18, 2025. The full principal amount will be due at maturity. At September 30, 2023, Braves Holdings had borrowings of $94.9 million under the Term Loan Agreement, net of unamortized debt issuance costs of $0.1 million. In April 2023, the Term Loan Agreement was amended to change the reference rate on borrowings to daily simple SOFR.

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 $125 million in commitments, approximately $22.7 million of which is not available for borrowing as of September 30, 2023, but is expected to be available once certain conditions are met. The term loan agreement bears interest at one-month SOFR plus 2.10% per annum and is scheduled to mature on June 13, 2027. Borrowings outstanding under the term loan bore interest at a rate of 7.42% as of September 30, 2023. Approximately $1.9 million of annual principal payments commence in July 2024. At September 30, 2023, Braves Holdings had borrowings outstanding of $101.5 million under the term loan facility, net of unamortized debt issuance costs of $0.8 million.

In May 2023, a subsidiary of Braves Holdings refinanced an $80 million construction loan agreement that was used to construct the retail portion of the Mixed-Use Development with a new term loan with $80 million in commitments, approximately $11.3 million of which is not available for borrowing as of September 30, 2023, but is expected to be

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Table of Contents

ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

available once certain conditions are met. The term loan agreement bears interest at daily simple SOFR plus 2.50% per annum and is scheduled to mature on May 18, 2028. Approximately $1.0 million of annual principal payments commence in June 2026. At September 30, 2023, Braves Holdings had borrowings outstanding of $68.2 million, net of unamortized debt issuance costs of $0.6 million.

Fair Value of Debt

Due to the variable rate nature of the LWCF, MLB facility fund – revolver, TeamCo Revolver and the Mixed-Use Development term debt, the Company believes that the carrying amount of such debt approximates fair value at September 30, 2023.  The estimated fair value of the senior secured permanent placement notes was $134.4 million as of September 30, 2023, based on current U.S. treasury rates for similar financial instruments.

Debt Covenants

As of September 30, 2023, Braves Holdings was in compliance with all financial debt covenants.

Interest Rate Swaps (Level 2)

In May 2018, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $95 million, maturing on May 5, 2025. As of September 30, 2023 and December 31, 2022, the fair value of the interest rate swap was $3.5 million and $3.4 million, respectively.

In August 2019, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $100 million, that matured on March 8, 2023. Effective April 1, 2020, the notional amount began at $25 million and increased over time to $100 million as of August 1, 2020. As of December 31, 2022, the fair value of the interest rate swap was $855 thousand.

In May 2022, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $100 million, maturing on June 1, 2025. The interest rate swap became effective in March 2023. As of September 30, 2023 and December 31, 2022, the fair value of the interest rate swap was $3.8 million and $2.9 million, respectively.

In June 2023, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $64 million, maturing on May 18, 2028. The interest rate swap became effective in June 2023. As of September 30, 2023, the fair value of the interest rate swap was $1.8 million.

Interest rate swaps are included within other assets as of September 30, 2023 and other current assets and other assets as of December 31, 2022 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 $3.3 million and $3.1 million during the three months ended September 30, 2023 and 2022, respectively, and $9.7 million and $9.2 million during the nine months ended September 30, 2023 and 2022, respectively. These amounts are included in selling, general and administrative expense in the condensed consolidated statements of operations.

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Table of Contents

ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Atlanta Braves Holdings—Incentive Plans

Prior to the Split-Off and pursuant to the Liberty Media Corporation 2022 Omnibus Incentive Plan, Liberty granted to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), restricted stock units (“RSUs”) and stock options to purchase shares of Liberty Braves common stock (collectively, “Awards”). At the time of the Split-Off, the 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 certain of its directors, employees and employees of its subsidiaries, RSAs, RSUs and stock options to purchase shares of its common stock, under the Atlanta Braves Holdings 2023 Omnibus Incentive Plan (the “2023 Plan”) and may grant Awards in respect of a maximum of 7.25 million shares of Atlanta Braves Holdings common stock.

Awards generally vest over 1-5 years and have a term of 7-10 years. The Company issues new shares upon exercise of equity awards. The Company measures the cost of employee services received in exchange for an equity classified Award (such as RSAs, RSUs and stock options) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Atlanta Braves Holdings—Grants of Awards

The Company did not grant any options to purchase shares of Series A or Series B Atlanta Braves Holdings common stock during the nine months ended September 30, 2023.

In connection with the CEO’s employment agreement, during the nine months ended September 30, 2023, Liberty granted 31 thousand performance-based RSUs of Atlanta Braves Holdings Series C common stock to its CEO. Such RSUs had a GDFV of $34.44 per share and cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the Company’s compensation committee. Performance objectives, which are subjective, are considered in determining the timing and amount of compensation expense recognized. The Company assesses the probability of achieving the performance objectives each reporting period and as satisfaction of the performance objectives is deemed probable, the Company records the associated compensation expense.

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 options is based on the historical volatility of Atlanta Braves Holdings common stock (and previously, Liberty Braves common stock) and the implied volatility of publicly traded Atlanta Braves Holdings options (and previously, Liberty Braves options). The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

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Table of Contents

ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Atlanta Braves Holdings—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.

    

    

    

    

Weighted

    

Aggregate

average

intrinsic

Series C

remaining

value

 

(000's)

 

WAEP

 

life

 

(in millions)

Outstanding at January 1, 2023

 

3,108

 

$

26.17

Granted

 

8

 

$

36.73

Exercised

 

(156)

 

$

18.40

Forfeited/Cancelled

 

(4)

 

$

22.75

Outstanding at September 30, 2023

 

2,956

 

$

26.62

 

3.8

years

 

$

27

Exercisable at September 30, 2023

 

1,379

 

$

25.69

 

3.6

years

 

$

14

As of September 30, 2023, there were no outstanding Series A or Series B options to purchase shares of Series A or Series B Atlanta Braves Holdings common stock.

As of September 30, 2023, the total unrecognized compensation cost related to unvested Atlanta Braves Holdings Awards was approximately $6.8 million. Such amount will be recognized in the Company’s condensed consolidated statements of operations over a weighted average period of approximately 2.0 years.

As of September 30, 2023, 3.0 million shares of Atlanta Braves Holdings Series C common stock were reserved by the Company for issuance under exercise privileges of outstanding stock options.

Atlanta Braves Holdings—Exercises

The aggregate intrinsic value of all Atlanta Braves Holdings Series C common stock options exercised during the nine months ended September 30, 2023 and 2022 was $2.3 million and $490 thousand, respectively.

Atlanta Braves Holdings—RSAs and RSUs

The Company had approximately 302 thousand unvested RSAs and RSUs of Atlanta Braves Holdings common stock held by certain directors, officers and employees of the Company as of September 30, 2023. These Series A and Series C unvested RSAs and RSUs of Atlanta Braves Holdings common stock had a weighted average GDFV of $33.99 per share.

The aggregate fair value of all RSAs and RSUs of Atlanta Braves Holdings common stock that vested during the nine months ended September 30, 2023 and 2022 was $753 thousand and $1.3 million, respectively.

(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 start of the 2022 regular season was delayed as a result of the related negotiations, but a full season was completed. The CBA contains provisions

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ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

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 10% of the Company’s labor force is covered by collective bargaining agreements.

There are two components of the revenue sharing plan that each Club is subject to under the CBA: a straight base revenue pool (the “Pool”) and the Commissioner Discretionary Fund. The size of the Pool is equal to the total amount transferred if each Club contributed 48% of its prior years’ net defined local revenue (“NDLR”). The contributions per Club are based on a composite of the prior three years’ NDLR and funds are distributed equally to all Clubs. Certain Clubs are disqualified from revenue sharing from the Pool based on market size. Also, each season, the Clubs are required to equally fund a Commissioner’s Discretionary Fund up to $15 million. Club submissions of NDLR are subject to audit by the MLB Revenue Sharing Administrator and are subject to rules issued by the MLB Revenue Sharing Definitions Committee.

During the nine months ended September 30, 2023 and 2022, Braves Holdings incurred $31.8 million and $19.4 million, respectively, in revenue sharing, which is included as an expense within baseball operating costs in the condensed consolidated statements of operations.

Employment Contracts

Long-term employment contracts provide for, among other items, annual compensation for certain players (current and former) and other employees. As of September 30, 2023, amounts payable annually under such contracts aggregated $231.9 million in 2023, $157.6 million in 2024, $143.5 million in 2025, $136.4 million in 2026, $111.2 million in 2027 and $251.2 million, combined, thereafter. Additionally, these contracts may include incentive compensation (although certain incentive compensation awards cannot be earned by more than one player per season).

Subsequent to September 30, 2023, Braves Holdings entered into long-term employment contracts with certain players, pursuant to which approximately $40.3 million is anticipated to be paid through 2026 according to the terms of such contracts, excluding any incentive compensation.

Certain employment contracts with players include salary and bonus payments earned but not yet paid and, in certain situations, related accrued interest specified contractually that is due in varying installments through the year 2023. The present value of these obligations, including accrued interest, is calculated at Braves Holdings’ incremental borrowing rate at the time the contractual obligation arose using an interest rate of 5%.

Diamond Sports Group Bankruptcy

ANLBC has a long-term local broadcasting agreement with Sportsouth Network II, LLC, a subsidiary of Diamond Sports Group, granting its regional cable networks the right to broadcast substantially all of the Braves games not otherwise selected for broadcast within the home television territory of the Braves. In March 2023, Diamond Sports Group filed for chapter 11 protection. As a result of the chapter 11 proceeding, ANLBC may be required to repay up to $34.2 million, the amount remitted to ANLBC during the 90-day preference period preceding the filing. In addition, if the broadcasting agreement is rejected in the bankruptcy proceeding, ANLBC will not receive any revenue from Sportsouth Network II, LLC during the remaining contract term and ANLBC would be required to write-down accounts receivable and contract assets of approximately $45.9 million recorded in the condensed consolidated balance sheet as of September 30, 2023.

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ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Litigation

Braves Holdings, along with the BOC and other MLB affiliates, has been named in a number of lawsuits arising in the normal course of business. We record a liability when we believe that it is both probable that a liability will be incurred and the amount of loss can be reasonably estimated. We evaluate developments in legal matters that could affect the amount of the liability accrual and make adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. We may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. 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 identifies its reportable segments as those operating segments that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA (as defined below) or total assets.

The Company evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA (as defined below). In addition, the Company reviews nonfinancial measures such as attendance, viewership and social media.

The Company has identified the following as its reportable segments:

Baseball – operations relating to Braves baseball and Truist Park and includes ticket sales, concessions, advertising sponsorships, suites and premium seat fees, broadcasting rights, retail and licensing.
Mixed-Use Development – includes retail, office, hotel and entertainment operations within the Battery Atlanta.

The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, differing revenue sources and marketing strategies.

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ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Performance Measures

The following table disaggregates revenue by segment and by source:

    

Three months ended

Nine months ended

September 30, 

September 30, 

    

2023

    

2022

2023

    

2022

amounts in thousands

Baseball:

 

  

 

  

 

Baseball event

 

$

160,794

134,941

$

324,280

281,144

Broadcasting

 

 

69,337

66,901

 

138,786

130,646

Retail and licensing

 

 

20,904

17,590

 

45,026

39,200

Other

 

 

5,231

11,847

 

20,670

27,047

Total Baseball

 

 

256,266

231,279

 

528,762

478,037

Mixed-Use Development

 

 

15,558

14,168

 

44,157

39,265

Total revenue

 

$

271,824

245,447

$

572,919

517,302

When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, deferred revenue is recorded. The primary source of the Company’s deferred revenue relates to suite and season ticket arrangements, as well as certain sponsorship arrangements. Deferred revenue is recognized as revenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria have been met. The Company had long-term deferred revenue of $16.6 million and $14.3 million as of September 30, 2023 and December 31, 2022, respectively, which were included in other noncurrent liabilities in the condensed consolidated balance sheets. During the nine months ended September 30, 2023 and 2022, the Company recognized $88.2 million and $71.8 million, respectively, of revenue that was included in deferred revenue at the beginning of the respective year.

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 $26.0 million for the remainder of 2023, $310.4 million in 2024, $297.4 million in 2025, $672.7 million in 2026 through 2030, and $146.1 million thereafter. We have not included any amounts in the undelivered performance obligations amounts for those performance obligations that relate to a contract with an original expected duration of one year or less.

For segment reporting purposes, the Company defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses excluding all stock-based compensation, separately reported litigation settlements and restructuring, acquisition and impairment charges. The Company believes this measure is an important indicator of the operational strength and performance of its businesses, by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flows provided by (used in) operating activities and other measures of financial performance prepared in accordance with GAAP.

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ATLANTA BRAVES HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(unaudited)

Adjusted OIBDA is summarized as follows:

Three months ended

Nine months ended

September 30, 

September 30, 

2023

2022

    

2023

    

2022

amounts in thousands

Baseball

 

$

36,918

 

18,072

$

38,796

 

28,653

Mixed-Use Development

10,661

 

9,696

29,980

 

26,093

Corporate and Other

(7,234)

 

(3,252)

(17,418)

 

(7,389)

Total

 

$

40,345

 

24,516

$

51,358

 

47,357

Other Information

September 30, 2023

December 31, 2022

    

Total

    

Investments

    

Capital

    

Total

    

Investments

    

Capital

assets

in affiliates

expenditures

assets

in affiliates

expenditures

 

amounts in thousands

Baseball

 

$

915,068

 

91,049

10,081

953,016

 

78,326

6,853

Mixed-Use Development

544,854

 

14,565

35,232

516,498

 

16,238

10,816

Corporate and other

64,777

 

 

 

69,531

 

 

Elimination (1)

(5,860)

(48,384)

Total

 

$

1,518,839

 

105,614

 

45,313

 

1,490,661

 

94,564

 

17,669


(1)This amount relates to income taxes payable that partially offset income taxes receivable in the condensed consolidated balance sheets.

The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes:

Three months ended September 30, 

Nine months ended September 30, 

    

2023

    

2022

    

2023

    

2022

amounts in thousands

Adjusted OIBDA

 

$

40,345

 

24,516

$

51,358

 

47,357

Impairment of long-lived assets and other related costs

(34)

(4,811)

(564)

 

(4,811)

Stock-based compensation

(3,309)

 

(3,062)

(9,653)

 

(9,188)

Depreciation and amortization

(21,286)

 

(21,335)

(55,215)

 

(56,729)

Operating income (loss)

15,716

 

(4,692)

(14,074)

 

(23,371)

Interest expense

(9,657)

 

(7,999)

(28,017)

 

(20,528)

Share of earnings (losses) of affiliates, net

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

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

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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; the redemption and resulting separation of Atlanta Braves Holdings, Inc. ("Atlanta Braves Holdings," the "Company," "we," "us," or "our") from Liberty Media Corporation; 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. 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 there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliates) that could cause actual results or events to differ materially from those anticipated:

the Company’s ability to recognize anticipated benefits from the Split-Off (defined below);
the possibility that the businesses of the Company may suffer as a result of uncertainty surrounding the Split-Off;
the possibility that the Split-Off may have unexpected costs;
the continuing global impact of the COVID-19 pandemic and other health-related risks and events on the Company’s customers, vendors and businesses generally;
the Company’s ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations;
the Company’s indebtedness could adversely affect operations and could limit its ability to react to changes in the economy or its industry;
the Company’s ability to realize the benefits of acquisitions or other strategic investments;
the impact of inflation and weak economic conditions on consumer demand for products, services and events offered by the Company;
the outcome of pending or future litigation or investigations;
the operational risks of the Company and its business affiliates with operations outside of the United States;
the Company’s ability to use net operating loss, disallowed business interest and tax credit carryforwards to reduce future tax payments;
the ability of the Company and its affiliates to comply with government regulations, including, without limitation, Federal Communications Commission requirements, consumer protection laws and competition laws, and adverse outcomes from regulatory proceedings;
the regulatory and competitive environment of the industries in which the Company operates;
changes in the nature of key strategic relationships with partners, vendors and joint venturers;
the impact of organized labor on the Company;
the impact of an expansion of Major League Baseball (“MLB”);
the level of broadcasting revenue that Braves Holdings, LLC (“Braves Holdings”) receives;
the impact of the Mixed-Use Development (defined below) on the Company and its ability to manage the project; and
geopolitical incidents, accidents, terrorist acts, 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.

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For additional risk factors, please see Amendment No. 5 to the Registration Statement on Form S-4 (File No. 333-268922) filed with the Securities and Exchange Commission (“SEC”) on June 8, 2023 (the “Registration Statement”). 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.

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 audited combined financial statements for the year ended December 31, 2022 in the Registration Statement.

Explanatory Note

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 one share of the corresponding series of common stock of a newly formed entity, Atlanta Braves Holdings (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 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 and corporate cash.

The intergroup interests in the Braves Group held by the Liberty Formula One Group (the “Formula One Group”) and the Liberty SiriusXM Group 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.

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 (the “Braves”) and the Braves’ ballpark (“Truist Park” or the “Stadium”) and includes revenue generated from ticket sales, concessions, local broadcasting rights, advertising sponsorships, suites and premium seat fees, retail and licensing revenue, shared MLB revenue streams, including national broadcasting rights and licensing, and other sources. Ticket sales, concessions, broadcasting rights and advertising sponsorship sales are the baseball segment’s primary revenue drivers.

The mixed-use development segment includes retail, office, hotel and entertainment operations within The Battery Atlanta (the “Mixed-Use Development”). The Mixed-Use Development derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.

Results of Operations –September 30, 2023 and 2022

General. Provided in the tables below is information regarding our historical Condensed Consolidated Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our reportable segments. The “corporate and other” category consists of those assets which do not qualify as a separate reportable segment.

In December 2021, the collective bargaining agreement, which requires MLB clubs to sign players using a uniform contract, expired and MLB commenced a lockout of the Major League players. As a result of the lockout, the start

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of the 2022 regular season was delayed. A new five-year collective bargaining agreement was signed in March 2022 and the regular season began in April. Despite the delayed start of the 2022 season, a full regular season was played.