# Atlanta Braves Holdings, Inc.: Form 10-Q for the period ended Sep 30, 2024

- Company: [Atlanta Braves Holdings, Inc.](/companies/batra.md) (CIK 1958140)
- Form: 10-Q
- Filed: 2024-11-07
- Accepted by EDGAR: Nov 6, 2024, 19:53 ET
- Period: 2024-09-30
- Accession: 0001558370-24-014717
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1958140/000155837024014717/batra-20240930x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1958140/000155837024014717/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-07-01 to 2024-09-30 | $290.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2024-01-01 to 2024-09-30 | $610.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Selling, general and administrative | 3 months, 2024-07-01 to 2024-09-30 | $37.1m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2024-01-01 to 2024-09-30 | $97.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-07-01 to 2024-09-30 | $6.4m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2024-01-01 to 2024-09-30 | −$21.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-07-01 to 2024-09-30 | $9.6m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2024-01-01 to 2024-09-30 | $28.7m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2024-07-01 to 2024-09-30 | −$115.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2024-01-01 to 2024-09-30 | −$3.4m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-07-01 to 2024-09-30 | $10.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2024-01-01 to 2024-09-30 | −$12.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-07-01 to 2024-09-30 | $0.16 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-01-01 to 2024-09-30 | −$0.20 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-07-01 to 2024-09-30 | $0.16 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-01-01 to 2024-09-30 | −$0.20 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-07-01 to 2024-09-30 | 63,039,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2024-01-01 to 2024-09-30 | 62,845,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2024-01-01 to 2024-09-30 | −$12.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2024-01-01 to 2024-09-30 | $73.9m | us-gaap:PaymentsToAcquireProductiveAssets |
| Cash and equivalents | at 2024-09-30 | $100.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-09-30 | $224.1m | us-gaap:AssetsCurrent |
| Total assets | at 2024-09-30 | $1.56bn | us-gaap:Assets |
| Current liabilities | at 2024-09-30 | $321.7m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-09-30 | $1.01bn | us-gaap:Liabilities |
| Long-term debt | at 2024-09-30 | $502.5m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2024-09-30 | $137.6m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2024-09-30 | $530.4m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 32,527 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; new service offerings; the status of our broadcasting agreement and potential outcome of the Diamond Sports Group bankruptcy; the recoverability of our goodwill and other long-lived assets; our projected sources and uses of cash; and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. The words "believe," "estimate," "expect," "anticipate," "intend," "plan," "strategy," "continue," "seek," "may," "could" and similar expressions or statements regarding future periods are intended to identify forward-looking statements, although not all forward-looking statements may contain such words. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

- Atlanta Braves Holdings, Inc.’s (“Atlanta Braves Holdings,” “the Company,” “us,” “we,” or “our”) historical financial information is not necessarily representative of its future financial position, future results of operations or future cash flows;
- the Company’s ability to recognize anticipated benefits from the Split-Off (defined below);
- the incurrence of costs as a standalone public company following the Split-Off;
- the ability of the Company to successfully transition responsibilities for various matters from Liberty Media Corporation (“Liberty”) to in-house or third party personnel;
- 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 and disallowed business interest carryforwards to reduce future tax payments;
- the ability of the Company and its affiliates to comply with government regulations, including, without limitation, consumer protection laws and competition laws, and adverse outcomes from regulatory proceedings;
- the 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 achievement of on-field success;
- the Company’s ability to develop, obtain and retain talented players;
- the impact of organized labor on the Company;
- the impact of the structure or an expansion of Major League Baseball (“MLB”);
- the level of broadcasting revenue that Braves Holdings, LLC (“Braves Holdings”) receives, including an impact as a result of the outcome of the Diamond Sports Group bankruptcy;
- the impact of the Mixed-Use Development (defined below) on the Company and its ability to manage the project;
- the impact of data loss or breaches or disruptions of the Company’s information systems and information system security;
- the Company’s processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities;
- the Company’s stock price has and may continue to fluctuate;
- the Company’s common stock and organizational structure; and
- geopolitical incidents, accidents, terrorist acts, pandemics or epidemics, natural disasters, including the effects of climate change, or other events that cause one or more events to be cancelled or postponed, are not covered by insurance, or cause reputational damage to the Company and its affiliates.

The above list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be exhaustive. For additional risk factors, please see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A in this Quarterly Report, as such may be updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that we make with the SEC. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent required by law.

The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2023.

### Explanatory Note

During November 2022, the board of directors of 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. In September 2024, the Internal Revenue Service completed its review of the Split-Off and notified Liberty that it agreed with the non-taxable characterization of the transaction. 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, 2024, included Atlanta Braves Holdings’ wholly-owned subsidiary Braves Holdings and corporate cash. 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.

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.

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 887,079 shares of the Company’s Series B Common Stock owned by Malone, representing 44% of the Company’s outstanding voting power, on director elections, the approval or authorization of executive compensation and other routine matters. Malone has also granted McGuirk a right of first refusal with respect to future transfers of the Company shares beneficially owned by Malone as well as certain appreciation rights with respect to the value of Malone’s shares of Series B Common Stock.

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 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”).

### Overview

The Company manages its business based on the following reportable segments: baseball and mixed-use development.

The baseball segment includes operations relating to the Atlanta Braves Major League Baseball Club (“ANLBC,” the “Atlanta Braves,” the “Braves,” the “club,” or the “team”) and the Braves’ ballpark (“Truist Park” or the “Stadium”) and includes revenue generated from ticket sales, concessions, 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 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. Refer to note 7 in the accompanying notes to the condensed consolidated financial statements and the *Liquidity and Capital Resources* section below for more information.

The mixed-use development segment includes retail, office, hotel and entertainment operations primarily 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, 2024 and 2023

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

*dollar amounts in thousands*

| ​ ​ ​ ​ ​ | ​ ​ Three months ended September 30, 2024 | ​ | ​ 2023 | ​ ​ ​ | ​ Nine months ended September 30, 2024 | ​ | ​ 2023 | ​ ​ ​ |
| --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Baseball revenue | $273,262 |  | 256,266 | ​ | 561,233 |  | 528,762 | ​ |
| Mixed-Use Development revenue | 17,412 |  | 15,558 | ​ | 49,397 |  | 44,157 | ​ |
| Total revenue | 290,674 |  | 271,824 | ​ | 610,630 |  | 572,919 | ​ |
| Operating costs and expenses: |  |  |  | ​ |  |  |  | ​ |
| Baseball operating costs | (225,973) |  | (198,195) | ​ | (476,250) |  | (430,424) | ​ |
| Mixed-Use Development costs | (2,499) |  | (2,247) | ​ | (7,162) |  | (6,451) | ​ |
| Selling, general and administrative, excluding stock-based compensation | ​ (30,757) | ​ | (31,071) | ​ | (83,777) | ​ | (85,250) | ​ |
| Stock-based compensation | ​ (6,365) | ​ | (3,309) | ​ | (13,789) | ​ | (9,653) | ​ |
| Depreciation and amortization | (18,678) |  | (21,286) | ​ | (50,669) |  | (55,215) | ​ |
| Operating income (loss) | 6,402 |  | 15,716 | ​ | (21,017) |  | (14,074) | ​ |
| Other income (expense): |  |  |  | ​ |  |  |  | ​ |
| Interest expense | (9,561) |  | (9,657) | ​ | (28,717) |  | (28,017) | ​ |
| Share of earnings (losses) of affiliates, net | 13,702 |  | 12,725 | ​ | 26,951 |  | 23,384 | ​ |
| Realized and unrealized gains (losses) on intergroup interests, net | ​ — | ​ | (20,392) | ​ | — | ​ | (83,178) | ​ |
| Realized and unrealized gains (losses) on financial instruments, net | (2,476) |  | 2,593 | ​ | 1,429 |  | 5,672 | ​ |
| Other, net | 1,838 |  | 1,224 | ​ | 5,824 |  | 5,381 | ​ |
| Earnings (loss) before income taxes | 9,905 |  | 2,209 | ​ | (15,530) |  | (90,832) | ​ |
| Income tax benefit (expense) | 115 |  | (8,256) | ​ | 3,387 |  | (2,104) | ​ |
| Net earnings (loss) | $10,020 |  | (6,047) | ​ | (12,143) |  | (92,936) | ​ |
| ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Adjusted OIBDA | ​ 31,445 | ​ | 40,311 | ​ | 43,441 | ​ | 50,794 | ​ |
| ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Regular season home games | ​ 41 | ​ | 37 | ​ | 81 | ​ | 80 | ​ |
| Average number of attendees per regular season home game | ​ 26,159 | ​ | 32,481 | ​ | 28,469 | ​ | 32,521 | ​ |

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

*amounts in thousands*

| ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ Three months ended September 30, 2024 | ​ | ​ 2023 | ​ ​ ​ ​ | ​ Nine months ended September 30, 2024 | ​ | ​ 2023 | ​ ​ ​ ​ ​ |
| --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Baseball event | $172,800 | **​** | 160,794 | ​ | 345,318 | **​** | 324,280 | ​ |
| Broadcasting | 70,992 | ​ | 69,337 | ​ | 144,043 | ​ | 138,786 | ​ |
| Retail and licensing | 16,512 | ​ | 20,904 | ​ | 41,789 | ​ | 45,026 | ​ |
| Other | 12,958 | ​ | 5,231 | ​ | 30,083 | ​ | 20,670 | ​ |
| Total Baseball | $273,262 | ​ | 256,266 | ​ | 561,233 | ​ | 528,762 | ​ |

Baseball event revenue increased $12.0 million and $21.0 million during the three and nine months ended September 30, 2024, as compared to the corresponding periods in the prior year, primarily due to new sponsorship agreements and contractual rate increases on season tickets and existing sponsorship contracts, partially offset by reduced attendance at regular season home games. Broadcasting revenue increased $1.7 million and $5.3 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to an increase in the number of regular season games, as well as contractual rate increases. Retail and licensing revenue decreased $4.4 million and $3.2 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to a reduction in local revenue due to the decrease in regular season home game attendance and demand for City Connect and other apparel, partially offset by higher league-wide revenue. Other revenue, a component of baseball revenue, increased $7.7 million and $9.4 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year. The increase for the three and nine month periods was primarily due to additional concerts at the Stadium. Additionally, the increase to the nine month period was due to spring training related revenue (ticket sales, concession revenue and other gameday related revenue) driven by increased attendance at spring training home games.

***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, 2024, Mixed-Use Development revenue increased $1.9 million and $5.2 million, respectively, as compared to the corresponding periods in the prior year, primarily due to $0.9 million and $2.5 million increases in parking revenue, respectively, and $0.7 million and $2.3 million increases in rental income, respectively. Increases in rental income for the three and nine months ended September 30, 2024, were primarily driven by increases in tenant recoveries.

***Baseball operating costs.*** Baseball operating costs primarily include costs associated with baseball and stadium operations. For the three and nine months ended September 30, 2024, baseball operating expenses increased $27.8 million and $45.8 million, respectively, as compared to the corresponding periods in the prior year, primarily due to $16.8 million and $26.3 million increases in major league player salaries, respectively, $6.9 million and $11.4 million increases in MLB’s revenue sharing plan, as well as other shared expenses, respectively, $2.5 million and $2.4 million increases in concert related expenses, respectively, and $2.1 million and $6.1 million increases in minor league team and player expenses, respectively, partially offset by $1.7 million and $4.6 million decreases in variable concession and retail operating expenses due to reduced attendance at regular season home games during 2024.

***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, 2024, Mixed-Use Development costs increased $0.3 million and $0.7 million, respectively, as compared to the corresponding periods in the prior year, due to general repair expenses and other various operating increases.

***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 decreased $0.3 million and $1.5 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to reduced transaction costs related to the Split-Off, partly offset by increased personnel, insurance, information technology and professional fees.

***Stock-based compensation.*** Stock-based compensation increased $3.1 million and $4.1 million for the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, mainly due to accelerated vesting for various awards in connection with the Corporate Governance Transition.

***Depreciation and amortization.*** Depreciation and amortization decreased $2.6 million and $4.5 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to various assets becoming fully depreciated.

***Operating income (loss).*** Operating income (loss) declined $9.3 million and $6.9 million during the three and nine months ended September 30, 2024, 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 flow provided by (used in) operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:

*amounts in thousands*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three months ended September 30, 2024 | ​ ​ 2023 | ​ ​ ​ | ​ ​ Nine months ended September 30, 2024 | ​ 2023 | ​ ​ ​ ​ ​ |
| --- | --- | ---: | ---: | --- | ---: | ---: | --- |
| Operating income (loss) | ​ | $6,402 | 15,716 | ​ | (21,017) | (14,074) | ​ |
| Stock-based compensation | ​ | ​ 6,365 | 3,309 | ​ | 13,789 | 9,653 | ​ |
| Depreciation and amortization | ​ | ​ 18,678 | 21,286 | ​ | 50,669 | 55,215 | ​ |
| Adjusted OIBDA |  | $31,445 | 40,311 | ​ | 43,441 | 50,794 | ​ |

Adjusted OIBDA is summarized as follows:

*amounts in thousands*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three months ended September 30, 2024 | ​ ​ ​ 2023 | ​ ​ ​ | ​ ​ Nine months ended September 30, 2024 | ​ 2023 | ​ ​ ​ ​ ​ |
| --- | --- | ---: | ---: | --- | ---: | ---: | --- |
| Baseball |  | $24,397 | 36,884 | ​ | 20,072 | 38,232 | ​ |
| Mixed-Use Development | ​ | ​ 12,173 | 10,661 | ​ | 33,615 | 29,980 | ​ |
| Corporate and Other | ​ | ​ (5,125) | (7,234) | ​ | (10,246) | (17,418) | ​ |
| Total |  | $31,445 | 40,311 | ​ | 43,441 | 50,794 | ​ |

Consolidated Adjusted OIBDA decreased $8.9 million and $7.4 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year.

Baseball Adjusted OIBDA was decreased $12.5 million and $18.2 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to the fluctuations in baseball revenue and operating costs, as described above.

Mixed-Use Development Adjusted OIBDA increased $1.5 million and $3.6 million during the three and nine months ended September 30, 2024, 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 decreased $2.1 million and $7.2 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to decreased costs related to the Split-Off.

***Interest Expense.*** Interest expense was relatively flat and increased $0.7 million during the three and nine months ended September 30, 2024, 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, 2024 | ​ ​ 2023 | ​ ​ ​ | ​ ​ Nine months ended September 30, 2024 | ​ 2023 | ​ ​ |
| --- | --- | ---: | ---: | --- | ---: | ---: | --- |
| MLB Advanced Media, L.P. | ​ | $10,592 | 9,797 | ​ | 19,283 | 19,131 | ​ |
| Baseball Endowment, L.P. | ​ | 1,195 | 739 | ​ | 4,364 | 1,450 | ​ |
| Other | ​ | 1,915 | 2,189 | ​ | 3,304 | 2,803 | ​ |
| Total | ​ | $13,702 | 12,725 | ​ | 26,951 | 23,384 | ​ |

***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. Realized and unrealized gains (losses) on intergroup interests, net 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.

***Other, net.*** Other, net income increased $0.6 million and $0.4 million during the three and nine months ended September 30, 2024, respectively, as compared to the corresponding periods in the prior year, due to increases in dividend and interest income, partly offset by decreased gains on dispositions for the nine month period.

***Income taxes.*** The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.

In 2024, our effective tax rate will be affected by state income taxes and the adverse effect of certain non-deductible expenses for which we may not realize a tax benefit.

In 2023, our effective tax rate was significantly affected by the unfavorable impact of intergroup interest losses that were not deductible for tax purposes and the effect of state income taxes.

***Net earnings (loss).*** The Company had net earnings of $10.0 million and net losses of $6.0 million during the three months ended September 30, 2024 and 2023, respectively, and net losses of $12.1 million and $92.9 million during the nine months ended September 30, 2024 and 2023, respectively. The change in net earnings (loss) was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

### Liquidity and Capital Resources

As of September 30, 2024, the Company had $100.9 million of cash and cash equivalents. Substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

Braves Holdings is in compliance with all financial debt covenants as of September 30, 2024.

During the nine months ended September 30, 2024, 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.

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.

The Braves have a long-term local television broadcasting agreement with Sportsouth Network II, LLC. Diamond Sports Group, LLC, 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, LLC has not previously had a material unfavorable impact on the Company’s revenue and the Company has received scheduled payments to date, we cannot currently predict whether such bankruptcy proceeding is reasonably likely to have a material unfavorable impact on our revenue and liquidity in the future.

### 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 $125.0 million as of September 30, 2024, which remains undrawn. The commitment termination date of the revolving credit facility under the LWCF, which is the repayment date for all amounts borrowed under such revolving credit facility, is July 10, 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 $39.7 million and was fully drawn as of September 30, 2024.

#### 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, 2024 was $120.0 million, net of $30 million drawn as of September 30, 2024.

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

## Market risk

As filed, 1,671 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, 2024, we had $161.9 million aggregate principal amount of floating rate debt with a weighted average interest rate of 6.6% and $481.2 million aggregate principal amount of fixed rate debt with a weighted average interest rate of 4.4%.

## Controls and procedures

As filed, 2,433 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 chief financial officer (the "Executives"), and under the oversight of its board of directors, 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, 2024 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.

Effective September 1, 2024, as described in footnote 1 of this quarterly report, Liberty began transitioning certain general and administrative services previously provided by Liberty to the new members of management of Atlanta Braves Holdings, including legal, tax, accounting, treasury, information technology, cybersecurity, internal audit and investor relations support. As part of that transition, the then-current officers of the Company (with limited exceptions) stepped down from their officer positions, effective August 31, 2024, and certain members of the Braves operating team assumed these roles effective September 1, 2024. As a result of the transition, internal controls over financial reporting are materially changing as executive oversight transitions to the new Atlanta Braves Holdings officers and the new members of management of Atlanta Braves Holdings begin to perform certain accounting, financial reporting, treasury, tax and entity level internal controls over financial reporting previously performed by members of Liberty management. We expect the impacted processes to remain generally consistent through the transition to the new control operators, and other than the transition of these internal controls over financial reporting to new process and control operators, the existing control environment is not materially changing. The transition of the internal controls over financial reporting has begun and should generally be completed with the 10-K filing for the year ended December 31, 2024.

## Risk factors

As filed, 4,328 characters.

Except as discussed below, there have been no material changes in the Company’s risk factors from those disclosed in Part 1, Item 1A. Risk Factors of its Annual Report on Form 10-K for the year ended December 31, 2023.

***As we begin transitioning away from services previously provided by Liberty, we may fail to replicate or replace certain functions, systems and infrastructure in a timely fashion, or at all, and may lose benefits from Liberty’s global contracts.***

Historically, we have received services from Liberty, including through shared services contracts with various third-party service providers. Under the Services Agreement, Liberty has agreed to continue to provide us with certain services and support that were historically provided to us by or through Liberty prior to the Split-Off. The Services Agreement does not continue indefinitely and services provided under the Services Agreement generally terminate at various times specified in the agreement and the schedules thereto. We have begun transitioning away from certain services previously provided under the Services Agreement. For instance, Liberty previously provided some of its executive officers to serve as executive officers of the Company. As previously disclosed, as part of the transition of various general and administrative services provided by Liberty under the Services Agreement, on August 31, 2024, all of the officers of the Company previously provided by Liberty (with limited exceptions) stepped down from their officer positions, and members of the Braves operating team assumed these roles effective as of September 1, 2024. These transitions included appointing a new chief executive officer, chief financial officer, chief legal officer, chief culture officer and executive vice presidents of the Company.

We are working to replicate or replace the services, and associated systems and data, and information security and cybersecurity procedures and systems, that we will continue to need in the operation of our business that have been provided by or through Liberty, including those we receive through shared service contracts Liberty has with various third-party providers or through the Services Agreement for applicable transitional periods. As a result, when Liberty ceases to provide these services to us, either as a result of the termination of the Services Agreement or individual services thereunder, our costs of performing or procuring these services or comparable replacement services could increase. In addition, we have historically received certain informal support from Liberty, including communications, technical support, market intelligence and market data, which may not be addressed in our transition plans. The level of this informal support may be eliminated following the termination of the Services Agreement.

Furthermore, in connection with our efforts to replicate or replace these services, certain third-party systems we are using may have imbedded risks such as cybersecurity susceptibility that we may not be able to resolve effectively or efficiently. As a result, we may need to purchase comparable replacement services on less favorable commercial and legal terms, and the cessation of such services could result in service interruptions and divert management attention from other aspects of our operations, including ongoing efforts to implement technological developments and innovations.

We are also making infrastructure investments and hiring additional employees to operate without the same access to Liberty’s existing operational and administrative infrastructure. We have established or expanded our own tax, treasury, internal audit, accounting, investor relations, cybersecurity, corporate governance and listed company compliance and other corporate functions. Due to the scope and complexity of the underlying projects relative to these efforts, we have been incurring and expect to continue to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Liberty historically provided us prior to the Split-Off and under the Services Agreement. The amount of total costs could be materially higher than our estimate, and the timing of the incurrence of these costs may be subject to change.

II-1

Filed Nov 7, 2024.
Source: SEC EDGAR, the filing index for accession 0001558370-24-014717. Last ingested by Listed: Nov 4, 2026, 08:04 ET. No prices; not investment advice.