# Atlanta Braves Holdings, Inc.: Form 10-Q for the period ended Sep 30, 2023

- Company: [Atlanta Braves Holdings, Inc.](/companies/batra.md) (CIK 1958140)
- Form: 10-Q
- Filed: 2023-11-06
- Accepted by EDGAR: Nov 3, 2023, 23:50 ET
- Period: 2023-09-30
- Accession: 0001558370-23-017641
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1958140/000155837023017641/batra-20230930x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1958140/000155837023017641/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-07-01 to 2023-09-30 | $271.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2023-01-01 to 2023-09-30 | $572.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Selling, general and administrative | 3 months, 2023-07-01 to 2023-09-30 | $34.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2023-01-01 to 2023-09-30 | $94.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2023-07-01 to 2023-09-30 | $15.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2023-01-01 to 2023-09-30 | −$14.1m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2023-07-01 to 2023-09-30 | $9.7m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2023-01-01 to 2023-09-30 | $28.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-07-01 to 2023-09-30 | $8.3m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-01-01 to 2023-09-30 | $2.1m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-07-01 to 2023-09-30 | −$6.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2023-01-01 to 2023-09-30 | −$92.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-07-01 to 2023-09-30 | −$0.10 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-01-01 to 2023-09-30 | −$1.51 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-07-01 to 2023-09-30 | −$0.10 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-01-01 to 2023-09-30 | −$1.51 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-07-01 to 2023-09-30 | 62,588,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2023-01-01 to 2023-09-30 | 62,588,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2023-01-01 to 2023-09-30 | −$21.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2023-01-01 to 2023-09-30 | $45.3m | us-gaap:PaymentsToAcquireProductiveAssets |
| Cash and equivalents | at 2023-09-30 | $106.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-09-30 | $243.8m | us-gaap:AssetsCurrent |
| Total assets | at 2023-09-30 | $1.52bn | us-gaap:Assets |
| Current liabilities | at 2023-09-30 | $189.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-09-30 | $943.2m | us-gaap:Liabilities |
| Long-term debt | at 2023-09-30 | $547.5m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-09-30 | $7.8m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2023-09-30 | $563.6m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 31,363 characters.

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.

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 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.

*amounts in thousands*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three months ended September 30, 2023 | ​ | ​ 2022 | ​ ​ | ​ ​ Nine months ended September 30, 2023 | ​ | ​ 2022 | ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| 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, excluding stock-based compensation | ​ | ​ (31,037) | ​ | (24,626) | ​ | ​ (84,686) | ​ | (73,519) | ​ |
| Stock-based compensation | ​ | ​ (3,309) | ​ | (3,062) | ​ | ​ (9,653) | ​ | (9,188) | ​ |
| 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) | ​ |
| 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 | ​ | 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 | ​ |
| Income tax benefit (expense) | ​ | (8,256) |  | (2,248) | ​ | (2,104) |  | (5,465) | ​ |
| Net earnings (loss) | ​ | $(6,047) |  | (29,897) | ​ | $(92,936) |  | 10,767 | ​ |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ |
| Adjusted OIBDA | ​ | ​ 40,345 | ​ | 24,516 | ​ | ​ 51,358 | ​ | 47,357 | ​ |
| ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ | ​ |
| Regular season home games | ​ | ​ 37 | ​ | 38 | ​ | ​ 80 | ​ | 79 | ​ |
| Average number of attendees per regular season home game | ​ | ​ 32,481 | ​ | 31,232 | ​ | ​ 32,521 | ​ | 31,547 | ​ |

***Baseball revenue.*** Baseball revenue is derived from two primary sources on an annual basis: baseball event revenue (ticket sales, concessions, advertising sponsorships, suites and premium seat fees) and broadcasting revenue. The following table disaggregates baseball revenue by source:

*amounts in thousands*

| ​ ​ ​ ​ ​ ​ | ​ ​ Three months ended September 30, 2023 | ​ | ​ 2022 | ​ ​ ​ | ​ ​ Nine months ended September 30, 2023 | ​ | ​ 2022 | ​ ​ ​ ​ |
| --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| 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 | ​ |

Baseball event revenue increased $25.9 million and $43.1 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year, due to increased ticket demand and attendance at regular season home games. Baseball event revenue also increased for the nine months ended

September 30, 2023 due to an increase in the number of regular season home games during 2023. Broadcasting revenue increased $2.4 million during the three months ended September 30, 2023, as compared to the corresponding period in the prior year, primarily due to contractual rate increases, partially offset by a decrease in the number of regular season games. Broadcasting revenue increased $8.1 million during the nine months ended September 30, 2023, as compared to the corresponding period in the prior year, primarily due to contractual rate increases and an increase in the number of regular season games. Retail and licensing revenue increased $3.3 million and $5.8 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year, due to increased attendance at regular season home games and demand for City Connect and other apparel, partially offset by a reduction in demand for World Series Champions apparel. Other revenue, a component of baseball revenue, decreased $6.6 million during the three months ended September 30, 2023, as compared to the corresponding period in the prior year, primarily due to fewer concerts at the Stadium. Other revenue decreased $6.4 million during the nine months ended September 30, 2023, as compared to the corresponding period in the prior year, primarily due to fewer concerts at the Stadium, partially offset by a $3.8 million increase in spring training related revenue (ticket sales, concession revenue and other gameday related revenue), driven by a six game increase in spring training home games, and revenue from additional special events at Truist Park. The Braves have a long term local television broadcasting agreement with Sportsouth Network II, LLC. Diamond Sports Group, the parent company of Sportsouth Network II, LLC, is in financial distress and has filed for chapter 11 protection. While the pending bankruptcy proceeding of Diamond Sports Group has not previously had a material unfavorable impact on the Company’s revenue and the Company continues to receive scheduled payments from Diamond Sports Group, we cannot currently predict whether such bankruptcy proceeding is reasonably likely to have a material unfavorable impact on our revenue in the future.

***Mixed-Use Development revenue.*** Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includes rental income and to a lesser extent, parking revenue and sponsorships. For the three and nine months ended September 30, 2023, Mixed-Use Development revenue increased $1.4 million and $4.9 million, respectively, as compared to the corresponding periods in the prior year, primarily due to $1.0 million and $3.6 million increases in rental income, respectively, and $0.2 million and $0.7 million increases in sponsorship revenue, respectively. Increases in rental income for the three and nine months ended September 30, 2023, were primarily driven by $0.5 million and $2.2 million increases in tenant recoveries, respectively, and $0.4 million and $1.2 million increases primarily related to new lease agreements, respectively.

***Baseball operating costs.*** Baseball operating costs primarily include costs associated with baseball and Stadium operations. For the three and nine months ended September 30, 2023, baseball operating expenses increased $4.0 million and $40.4 million, respectively, as compared to the corresponding periods in the prior year, primarily due to $9.8 million and $23.0 million increases in major league player salaries, respectively and $1.9 million and $4.2 million increases in minor league team and player expenses, respectively, partially offset by $2.8 million and $5.3 million decreases in concert expenses at the Stadium, respectively. Additional decreases in baseball operating costs during the three months ended September 30, 2023 were due to $3.7 million decreases under MLB’s revenue sharing plan, as well as other shared expenses. Additional increases in baseball operating costs during the nine months ended September 30, 2023, were due to $4.7 million of increases in variable concession and retail operating costs, $3.5 million of increases under MLB’s revenue sharing plan and other shared expenses, $3.6 million of increases in major league team expenses and $2.9 million of increased spring training related expenses (facility and game day operations, travel, and other variable expenses) due to the impact of additional games in 2023.

***Mixed-Use Development costs.*** Mixed-Use Development costs primarily include costs associated with maintaining and operating the mixed-use facilities. During the three and nine months ended September 30, 2023, Mixed-Use Development costs were relatively flat, as compared to the corresponding periods in the prior year.

***Selling, general and administrative, excluding stock-based compensation.*** Selling, general and administrative expense includes costs of marketing, advertising, finance and related personnel costs. Selling, general and administrative expense increased $6.4 million and $11.2 million for the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year. The increases for the three and nine months ended September 30, 2023 was primarily driven by costs related to the Split-off.

***Stock-based compensation.*** Stock-based compensation was relatively flat during the three and nine months ended September 30, 2023, as compared to the corresponding periods in the prior year.

***Impairment of long-lived assets and other related costs.*** Impairment of long-lived assets and other related costs includes charges associated with hurricane damage to the Atlanta Braves’ spring training facility located in North Port, Florida.

***Depreciation and amortization.*** Depreciation and amortization was relatively flat during the three months ended September 30, 2023, as compared to the corresponding period in the prior year. Depreciation and amortization decreased $1.5 million during the nine months ended September 30, 2023, as compared to the corresponding period in the prior year, due to various assets becoming fully depreciated.

***Operating income (loss).*** Operating income increased $20.4 million and operating loss improved $9.3 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year, due to the above explanations.

***Adjusted OIBDA.*** To provide investors with additional information regarding our financial results, we also disclose Adjusted OIBDA, which is a non-GAAP financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges. Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flows provided by (used in) operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:

*amounts in thousands*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three months ended September 30, 2023 | ​ | ​ 2022 | ​ ​ | ​ ​ Nine months ended September 30, 2023 | ​ | ​ 2022 | ​ ​ ​ ​ |
| --- | --- | --- | --- | ---: | --- | --- | --- | ---: | --- |
| Operating income (loss) | ​ | $15,716 |  | (4,692) | ​ | $(14,074) |  | (23,371) | ​ |
| 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 | ​ |
| Adjusted OIBDA |  | $40,345 |  | 24,516 | ​ | $51,358 |  | 47,357 | ​ |

Adjusted OIBDA is summarized as follows:

*amounts in thousands*

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three months ended September 30, 2023 | ​ ​ ​ 2022 | ​ ​ | ​ ​ Nine months ended September 30, 2023 | ​ ​ 2022 | ​ ​ ​ ​ |
| --- | --- | ---: | ---: | --- | ---: | ---: | --- |
| 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 | ​ |

Consolidated Adjusted OIBDA increased $15.8 million and $4.0 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year.

Baseball Adjusted OIBDA increased $18.8 million and $10.1 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year, primarily due the fluctuations in baseball revenue and operating costs, as described above.

Mixed-Use Development Adjusted OIBDA increased $1.0 million and $3.9 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year, primarily due to the fluctuations in Mixed-Use Development revenue and costs, as described above.

Corporate and Other Adjusted OIBDA loss increased $4.0 million and $10.0 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year, primarily due to increases in costs related to the Split-Off.

***Interest Expense.*** Interest expense increased $1.7 million and $7.5 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year, primarily due to increased interest rates on the Company’s variable rate debt.

***Share of earnings (losses) of affiliates.*** The following table presents our share of earnings (losses) of affiliates:

*amounts in thousands*

| ​ ​ ​ ​ | ​ ​ | ​ ​ Three months ended September 30, 2023 | ​ ​ 2022 | ​ ​ | ​ ​ Nine months ended September 30, 2023 | ​ ​ 2022 | ​ ​ ​ ​ |
| --- | --- | ---: | ---: | --- | ---: | ---: | --- |
| MLB Advanced Media, L.P. | ​ | $9,797 | 9,723 | ​ | $19,131 | 20,308 | ​ |
| Baseball Endowment L.P. | ​ | 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 | ​ |

***Realized and unrealized gains (losses) on intergroup interests, net.*** As the notional shares underlying the intergroup interests were not represented by outstanding shares of common stock, such shares had not been officially designated Series A, B or C Liberty Braves common stock. However, Liberty historically 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 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 Formula One Group and 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. Unrealized gains (losses) on intergroup interests were driven by changes in the market prices of Liberty Braves common stock. As disclosed above, the intergroup interests were settled and extinguished in connection with the Split-Off.

***Realized and unrealized gains (losses) on financial instruments, net.*** Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the Company’s interest rate swaps driven by changes in interest rates.

***Gains (losses) on dispositions, net.*** During the nine months ended September 30, 2023, the Company recognized a gain on the disposition of a non-financial asset. During the nine months ended September 30, 2022, the Company recognized a gain on disposition related to the sale of its three Professional Development League clubs, the Gwinnett Stripers, Mississippi Braves and Rome Braves.

***Other, net.*** Other income, net increased $1.0 million and $2.5 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in the prior year, primarily due to increases in dividend and interest income.

***Income taxes.*** Earnings (losses) before income taxes and income tax (expense) benefit are as follows:

*amounts in thousands*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three months ended ​ September 30, 2023 | ​ ​ 2022 | ​ ​ ​ ​ | ​ ​ Nine months ended September 30, 2023 | ​ ​ 2022 | ​ ​ ​ ​ ​ |
| --- | --- | ---: | ---: | --- | ---: | ---: | --- |
| Earnings (loss) before income taxes | ​ | $2,209 | (27,649) | ​ | $(90,832) | 16,232 | ​ |
| Income tax (expense) benefit | ​ | (8,256) | (2,248) | ​ | (2,104) | (5,465) | ​ |

For the three and nine months ended September 30, 2023, the Company recognized additional tax expense related to intergroup interest losses that are not deductible for tax purposes. For the three months ended September 30, 2022, the Company recognized additional tax expense related to intergroup interest losses that are not deductible for tax purposes and for the effect of state income taxes. For the nine months ended September 30, 2022, the Company recognized additional tax expense related to the effect of state income taxes and the reduction of goodwill as a result of the sale of the Professional Development League Clubs that is not deductible for tax purposes, partially offset by tax benefits related to intergroup interest gains that are not taxable.

***Net earnings (loss).*** The Company had net losses of $6.0 million and $92.9 million during the three and nine months ended September 30, 2023, respectively, and net losses of $29.9 million and net earnings of $10.8 million during the three and nine months ended September 30, 2022, respectively. The changes in net earnings (loss) were the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

### Liquidity and Capital Resources

As of September 30, 2023, the Company had $106.7 million of cash and cash equivalents. Substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

As stated in note 5 to the accompanying condensed consolidated financial statements, Braves Holdings is in compliance with all financial debt covenants as of September 30, 2023.

During the nine months ended September 30, 2023, the Company’s primary uses of cash were capital expenditures and debt service, funded primarily by cash from operations and new borrowings on construction loans.

The Company’s uses of cash are expected to be payments to certain players, coaches and executives pursuant to long-term employment agreements, capital expenditures, investments in real estate ventures and debt service payments. The Company expects to fund its projected uses of cash with cash on hand, cash provided by operations and through borrowings under construction loans and revolvers. We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.

### Sources of Liquidity

The following are potential sources of liquidity: available cash balances, cash generated by Braves Holdings’ operating activities (to the extent such cash exceeds Braves Holdings’ working capital needs and is not otherwise restricted), net proceeds from asset sales, debt borrowings under the LWCF, the MLBFF and the TeamCo Revolver (each as defined below) and dividend and interest receipts.

#### League Wide Credit Facility

In December 2013, a subsidiary of Braves Holdings executed various agreements to enter into MLB’s League Wide Credit Facility (the “LWCF”). Pursuant to the terms of a revolving credit agreement, Major League Baseball Trust may borrow from certain lenders, with Bank of America, N.A. acting as the administrative agent. Major League Baseball Trust then uses the proceeds of such borrowings to provide loans to the club trusts of the participating Clubs, including the Braves Club Trust (the “Club Trust”). The maximum amount available to the Club Trust under the LWCF was $125 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.

#### MLB Facility Fund Revolver

In December 2017, a subsidiary of Braves Holdings executed various agreements to enter into the MLB Facility Fund (the “MLBFF”). Pursuant to the terms of an indenture, a credit agreement and certain note purchase agreements, Major League Baseball Facility Fund, LLC may borrow from certain lenders. Major League Baseball Facility Fund, LLC then uses the proceeds of such borrowings to provide loans to each of the participating Clubs. Amounts advanced pursuant to the MLBFF are available to fund ballpark and other baseball-related real property improvements, renovations and/or new construction. In May 2021, Braves Facility Fund LLC established a revolving credit commitment with Major League Baseball Facility Fund, LLC (the “MLB facility fund — revolver”). The commitment termination date, which is the repayment date for all amounts borrowed under the MLB facility fund — revolver, is July 10, 2026. The maximum amount available to Braves Facility Fund LLC under the MLB facility fund — revolver was $41.4 million as of September 30, 2023. Borrowings outstanding under the MLB facility fund — revolver bore interest at a variable rate of 6.69% per annum as of September 30, 2023.

#### TeamCo Revolver

A subsidiary of Braves Holdings is party to a Revolving Credit Agreement (the “TeamCo Revolver”), which provides revolving commitments of $150 million and matures in August 2029. The availability under the TeamCo Revolver as of September 30, 2023 was $140 million. Borrowings outstanding under the TeamCo Revolver bore interest at a rate of 6.57% as of September 30, 2023.

See note 5 to the accompanying condensed consolidated financial statements for a description of all indebtedness obligations.

## Market risk

As filed, 1,670 characters.

We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations. Market risk refers to the risk of loss arising from adverse changes in stock prices and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

We are exposed to changes in interest rates primarily as a result of our borrowing activities, which include fixed and floating rate debt instruments and borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We have achieved this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate swap arrangements when we deem appropriate.

As of September 30, 2023, we had $69.9 million aggregate principal amount of floating rate debt with a weighted average interest rate of 6.9% and $489.2 million aggregate principal amount of fixed rate debt with a weighted average interest rate of 4.4%.

## Controls and procedures

As filed, 1,141 characters.

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation, under the supervision and with the participation of management, including its chief executive officer and principal accounting and financial officer (the "Executives"), of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Executives concluded that the Company's disclosure controls and procedures were effective as of September 30, 2023 to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There has been no change in the Company’s internal control over financial reporting that occurred during the three months ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

## Risk factors

As filed, 409 characters.

Various risk factors applicable to the Company and its business are described under the heading “Risk Factors – Factors Relating to the Split-Off Proposal” in the Company’s Amendment No. 5 to the Registration Statement on Form S-4 (File No. 333-268922) filed with the Securities and Exchange Commission on June 8, 2023, which Risk Factors are incorporated by reference into this Quarterly Report on Form 10-Q.

Filed Nov 6, 2023.
Source: SEC EDGAR, the filing index for accession 0001558370-23-017641. Last ingested by Listed: Oct 24, 2026, 15:16 ET. No prices; not investment advice.