UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
The | ||
The |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐ | Accelerated Filer ☐ | Smaller Reporting Company | Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes
The number of outstanding shares of Atlanta Braves Holdings, Inc. common stock as of October 31, 2024 was:
Series A | Series B | Series C | |||||
Atlanta Braves Holdings, Inc. common stock | | | |
Table of Contents
I-2
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(unaudited)
| September 30, |
| December 31, |
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| 2024 |
| 2023 |
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amounts in thousands |
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Assets |
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Current assets: |
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Cash and cash equivalents | $ | |
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Restricted cash |
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Accounts receivable and contract assets, net of allowance for credit losses of $ |
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Other current assets |
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Total current assets |
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Property and equipment, at cost (note 3) |
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Accumulated depreciation |
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Investments in affiliates, accounted for using the equity method (note 4) |
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Intangible assets not subject to amortization: |
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Goodwill |
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Franchise rights |
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Other assets, net |
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Total assets | $ | |
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See accompanying notes to condensed consolidated financial statements.
I-3
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Balance Sheets (continued)
(unaudited)
| September 30, |
| December 31, |
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| 2024 |
| 2023 |
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amounts in thousands, |
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except share amounts | ||||||
Liabilities and Equity |
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Current liabilities: |
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Accounts payable and accrued liabilities | $ | |
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Deferred revenue and refundable tickets |
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Current portion of debt (note 5) |
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Other current liabilities |
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Total current liabilities |
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Long-term debt (note 5) |
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Finance lease liabilities |
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Deferred income tax liabilities |
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Pension liability |
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Other noncurrent liabilities |
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Total liabilities |
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Equity: |
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Preferred stock, $ | ||||||
Series A common stock, $ | | | ||||
Series B common stock, $ | | | ||||
Series C common stock, $ | | | ||||
Additional paid-in capital | | | ||||
Accumulated other comprehensive earnings (loss), net of taxes |
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Retained earnings (deficit) |
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Total stockholders' equity |
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Noncontrolling interests in equity of subsidiaries | | | ||||
Total equity | | | ||||
Commitments and contingencies (note 7) |
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Total liabilities and equity | $ | |
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See accompanying notes to condensed consolidated financial statements.
I-4
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(unaudited)
Three months ended | Nine months ended | |||||||||
September 30, | September 30, | |||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 |
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amounts in thousands, |
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except per share amounts | ||||||||||
Revenue: |
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Baseball revenue | $ | |
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Mixed-Use Development revenue |
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Total revenue |
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Operating costs and expenses: |
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Baseball operating costs |
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Mixed-Use Development costs |
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Selling, general and administrative, including stock-based compensation | | | | | ||||||
Depreciation and amortization |
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Operating income (loss) |
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Other income (expense): |
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Interest expense |
| ( |
| ( | ( |
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Share of earnings (losses) of affiliates, net (note 4) |
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Realized and unrealized gains (losses) on intergroup interests, net | — | ( | — | ( | ||||||
Realized and unrealized gains (losses) on financial instruments, net |
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Other, net |
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Earnings (loss) before income taxes |
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Income tax benefit (expense) |
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Net earnings (loss) | $ | |
| ( | ( |
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Basic net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share (note 2) | $ | |
| ( | ( |
| ( | |||
Diluted net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share (note 2) | $ | |
| ( | ( |
| ( |
See accompanying notes to condensed consolidated financial statements.
I-5
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(unaudited)
Three months ended | Nine months ended | |||||||||
| September 30, | September 30, |
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| 2024 |
| 2023 |
| 2024 |
| 2023 |
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amounts in thousands |
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Net earnings (loss) | $ | |
| ( | ( |
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Other comprehensive earnings (loss), net of tax: |
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Unrealized holdings gains (loss) arising during the period | ( | ( | ( | ( | ||||||
Share of other comprehensive earnings (loss) of affiliates |
| — |
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Other comprehensive earnings (loss), net of tax |
| ( |
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Comprehensive earnings (loss) | $ | |
| ( | ( |
| ( |
See accompanying notes to condensed consolidated financial statements.
I-6
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Nine months ended | |||||
September 30, | ||||||
| 2024 |
| 2023 | |||
amounts in thousands | ||||||
Cash flows from operating activities: |
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Net earnings (loss) | $ | ( |
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Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Stock-based compensation |
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Share of (earnings) losses of affiliates, net |
| ( |
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Realized and unrealized (gains) losses on intergroup interests, net | — | | ||||
Realized and unrealized (gains) losses on financial instruments, net |
| ( |
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Deferred income tax expense (benefit) |
| ( |
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Cash receipts from returns on equity method investments | | | ||||
Net cash received (paid) for interest rate swaps | | | ||||
Other charges (credits), net |
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Net change in operating assets and liabilities: |
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Current and other assets |
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Payables and other liabilities |
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Net cash provided by (used in) operating activities |
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Cash flows from investing activities: |
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Capital expended for property and equipment |
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Other investing activities, net | ( | ( | ||||
Net cash provided by (used in) investing activities |
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Cash flows from financing activities: |
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Borrowings of debt |
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Repayments of debt |
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Contribution from noncontrolling interest | — | | ||||
Other financing activities, net |
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Net cash provided by (used in) financing activities |
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Net increase (decrease) in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period | $ | |
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Supplemental disclosure to the condensed consolidated statements of cash flows: | ||||||
Property and equipment expenditures incurred but not yet paid | $ | | |
The following table reconciles cash and cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows:
September 30, | December 31, | |||||
2024 | 2023 | |||||
amounts in thousands | ||||||
Cash and cash equivalents |
| $ | |
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Restricted cash |
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Total cash, cash equivalents and restricted cash at end of period | $ | |
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See accompanying notes to condensed consolidated financial statements.
I-7
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Equity
(unaudited)
| Accumulated |
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other | Noncontrolling |
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Additional | comprehensive | Retained | interests |
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Preferred | Common Stock | paid-in | earnings | earnings | in equity of | Total |
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| Stock |
| Series A |
| Series B |
| Series C |
| capital |
| (loss) |
| (deficit) |
| subsidiaries |
| equity |
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amounts in thousands |
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Balance at January 1, 2024 | $ | — | | | | | ( | ( |
| | | |||||||||
Net earnings (loss) |
| — | — | — | — | — | — | ( |
| — | ( | |||||||||
Other comprehensive earnings (loss) | — | — | — | — | — | ( | — |
| — | ( | ||||||||||
Stock-based compensation |
| — | — | — | — | | — | — |
| — | | |||||||||
Other | — | — | — | | | — | — |
| — | | ||||||||||
Balance at September 30, 2024 | $ | — | | | | | ( | ( |
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Accumulated | ||||||||||||||||||||
other | Noncontrolling |
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Additional | comprehensive | Retained | interests |
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Preferred | Common Stock | paid-in | earnings | earnings | in equity of | Total |
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| Stock |
| Series A |
| Series B |
| Series C |
| capital |
| (loss) |
| (deficit) |
| subsidiaries |
| equity |
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amounts in thousands |
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Balance at June 30, 2024 | $ | — | | | | | ( | ( | | | ||||||||||
Net earnings (loss) | — | — | — | — | — | — | | — | | |||||||||||
Other comprehensive earnings (loss) |
| — | — | — | — | — | ( | — | — | ( | ||||||||||
Stock-based compensation | — | — | — | — | | — | — | — | | |||||||||||
Other | — | — | — | | | — | — | — | | |||||||||||
Balance at September 30, 2024 | $ | — |
| | | | | ( | ( |
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See accompanying notes to condensed consolidated financial statements
I-8
ATLANTA BRAVES HOLDINGS, INC.
Condensed Consolidated Statements of Equity (continued)
(unaudited)
Accumulated |
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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 | $ | — | — | — | — | | — | ( | ( |
| — | | ||||||||||
Net earnings (loss) |
| — | — | — | — | — | — | — | ( |
| — | ( | ||||||||||
Other comprehensive earnings (loss) | — | — | — | — | — | — | | — |
| — | | |||||||||||
Stock-based compensation |
| — | — | — | — | | | — | — |
| — | | ||||||||||
Change in capitalization in connection with Atlanta Braves Holdings Split-Off | — | | | | ( | | — | — | — | — | ||||||||||||
Tax sharing adjustment with Former parent | — | — | — | — | ( | — | — | — | — | ( | ||||||||||||
Contribution from noncontrolling interest | — | — | — | — | — | — | — | — | | | ||||||||||||
Settlement of intergroup interest | — | — | — | | — | | — | — | — | | ||||||||||||
Other | — | — | — | — | ( | | — | — |
| — | ( | |||||||||||
Balance at September 30, 2023 | $ | — | | | | — | | ( | ( |
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| Accumulated |
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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 | $ | — | — | — | — | | — | ( | ( |
| | | ||||||||||
Net earnings (loss) |
| — | — | — | — | — | — | — | ( |
| — | ( | ||||||||||
Other comprehensive earnings (loss) | — | — | — | — | — | — | | — |
| — | | |||||||||||
Stock-based compensation |
| — | — | — | — | — | | — | — |
| — | | ||||||||||
Change in capitalization in connection with Atlanta Braves Holdings Split-Off | — | | | | ( | | — | — | — | — | ||||||||||||
Contribution from noncontrolling interest | — | — | — | — | — | — | — | — | | | ||||||||||||
Settlement of intergroup interest | — | — | — | | — | | — | — | — | | ||||||||||||
Other | — | — | — | — | ( | | — | — |
| — | ( | |||||||||||
Balance at September 30, 2023 | $ | — | | | | — | | ( | ( |
| | |
See accompanying notes to condensed consolidated financial statements.
I-9
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1)Basis of Presentation
During November 2022, the board of directors of Liberty Media Corporation (“Liberty” or “Former parent”) authorized Liberty management to pursue a plan to redeem each outstanding share of its Liberty Braves common stock in exchange for
The accompanying condensed consolidated financial statements 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 was 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, 2023, 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 consolidated financial statements and notes thereto contained in Atlanta Braves Holdings’ Annual Report on Form 10-K for the year ended December 31, 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”). 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-10
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
The Braves and
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, information technology, cybersecurity and investor relations support was allocated to the Braves Group each reporting period based on an estimate of time spent. The Braves Group paid $
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,
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
Following the Split-Off and subsequent Liberty Media Exchange (as defined below), Liberty and Atlanta Braves Holdings operate as separate, publicly traded companies and neither has any continuing stock ownership, beneficial or otherwise, in the other. Liberty owned
I-11
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
In connection with the Split-Off, Liberty and Atlanta Braves Holdings entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition. These agreements included a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement. The facilities sharing agreement and aircraft time sharing agreements were terminated as part of the Corporate Governance Transition (as defined below).
The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Atlanta Braves Holdings and Liberty with respect to and resulting from the Split-Off. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and Atlanta Braves Holdings and other agreements related to tax matters. Pursuant to the services agreement, Liberty provides Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Atlanta Braves Holdings will reimburse Liberty for direct, out-of-pocket expenses and will pay a services fee to Liberty under the services agreement that is subject to adjustment quarterly, as necessary. Additionally, pursuant to the services agreement with Liberty and prior to the Corporate Governance Transition (as defined below), components of Liberty Chief Executive Officer’s compensation were either paid directly to him or reimbursed to Liberty, in each case, based on allocations set forth in the services agreement. The allocation percentage was
Pursuant to the registration rights agreement with Liberty, Atlanta Braves Holdings registered the 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 and then exchanged by Liberty with a third party in satisfaction of certain debt obligations.
Under these various agreements, amounts reimbursable to Liberty aggregated $
Related Party Transactions and Change in Corporate Governance
On August 21, 2024, Terence F. McGuirk (“McGuirk”), Chairman and CEO of Braves Holdings, LLC, entered into certain shareholder arrangements with Dr. John Malone (“Malone”), pursuant to which Malone has granted McGuirk a proxy (the “Malone Voting Agreement”) to vote
The execution of the Malone Voting Agreement constituted a “Change in Control” of the Company as defined in Gregory B. Maffei’s Executive Employment Agreement, dated effective as of December 13, 2019, by and between Mr. Maffei and Liberty. As a result, on August 21, 2024, Mr. Maffei notified the Company of his resignation as President, Chief Executive Officer, Chairman of the Board and a director of the Company effective August 31, 2024. Mr. Maffei’s separation from employment with the Company was for “Good Reason” within the meaning of his Executive Employment Agreement. Additionally, Atlanta Braves Holdings and Liberty have begun transitioning various general and administrative services currently provided by Liberty to the management of Atlanta Braves Holdings, including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. As part of that transition, the
I-12
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)
then-current officers of the Company (with limited exceptions) stepped down from their officer positions, effective August 31, 2024, and members of the Braves operating team assumed these roles effective September 1, 2024 (the “Corporate Governance Transition”).
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 converted at the beginning of the periods presented. There were
Three months ended | Three months ended | Nine months ended | Nine months ended | ||||||
| September 30, 2024 |
| September 30, 2023 |
| September 30, 2024 | September 30, 2023 | |||
(numbers of shares in thousands) | |||||||||
Basic WASO |
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Potentially dilutive shares (1) |
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Diluted WASO |
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(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.
I-13
ATLANTA BRAVES HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)