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Atlanta Braves Holdings Inc

For the period ended Jun 30, 2024. Filed Aug 8, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 8, 2024

BATRA$55.43+0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-08.

0001558370-24-007307

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-08.

0001558370-24-011602

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 57 previous paragraphs and 56 current paragraphs.

25 unchanged; 24 reworded; 5 added; 4 removed; 4 previous and 2 current paragraphs rearranged.

Tables are not compared: 31 previous and 30 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

protection. Refer to note 7 in the accompanying notes to the condensed consolidated financial statements and theLiquidity and Capital Resources section below for more information.

Current report

Consolidated Adjusted OIBDA increased $3.9 million and $1.5 million during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year.

Current report

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.

Current report

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.

Current report

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.
Removed paragraphs (4)

Previous report

There were no regular season home games played in either the first quarter of 2024 or 2023. Baseball event revenue was relatively flat during the three months ended March 31, 2024, as compared to the corresponding period in the prior year. Broadcasting revenue increased $1.2 million during the three months ended March 31, 2024, as compared to

Previous report

Consolidated Adjusted OIBDA loss increased $2.4 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year.

Previous report

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

Previous report

For the three months ended March 31, 2024, the Company recognized a tax benefit less than the expected federal tax rate of 21% primarily due to the effect of certain non-deductible expenses. For the three months ended March 31, 2023, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarilyto intergroup interest losses that are not deductible for tax purposes, partially offset by a tax benefit for the effect of state income taxes.
Reworded paragraphs (24)

Previous wording

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

Current wording

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.

Previous wording

the corresponding period in the prior year, primarily due to an increase in the number of regular season games based on the timing of the regular season start this year, as well as contractual rate increases. Retail and licensing revenue increased $1.3 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily due to higher league-wide revenue. Other revenue, a component of baseball revenue, increased $1.9 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily due to spring training related revenue (ticket sales, concession revenue and other gameday related revenue) driven by increased ticket demand and attendance at spring training home games.

Current wording

Baseball event revenue increased $9.0 million during both the three and six months ended June 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 fewer regular season home games during 2024 compared to the corresponding periods in 2023. Broadcasting revenue increased $2.4 million and $3.6 million during the three and six months ended June 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 was relatively flat and increased $1.2 million during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year. The increase for the six month period was primarily due to higher league-wide revenue, partially offset by a reduction in local revenue due to the decrease in regular season home games during 2024. Other revenue, a component of baseball revenue, was relatively flat and increased $1.7 million during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year. The increase for the six month period was primarily due to spring training related revenue (ticket sales, concession revenue and other gameday related revenue) driven by increased attendance at spring training home games.

Previous wording

Mixed-Use Development revenue.* *Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includes rental incomeand to a lesser extent, parking revenue and sponsorships. For the three months ended March 31, 2024, Mixed-Use Development revenue increased $1.7 million, as compared to the corresponding period in the prior year, primarily due to a $1.0 million increase in rental income and a $0.7 million increase in parking revenue. Increases in rental income for the three months ended March 31, 2024, were primarily driven by $0.6 million of increases in tenant recoveries and $0.4 million of increases primarily related to new lease agreements.

Current wording

Mixed-Use Development revenue.* *Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includes rental incomeand to a lesser extent, parking revenue and sponsorships. For the three and six months ended June 30, 2024, Mixed-Use Development revenue increased $1.7 million and $3.4 million, respectively, as compared to the corresponding periods in the prior year, primarily due to $0.9 million and $1.6 million increases in parking revenue, respectively, and $0.6 million and $1.6 million increases in rental income, respectively. Increases in rental income for the three and six months ended June 30, 2024, were primarily driven by $0.3 million and $0.9 million of increases in tenant recoveries, respectively.

Previous wording

Baseball operating costs. Baseball operating costs primarily include costs associated with baseball and stadium operations. For the three months ended March 31, 2024, baseball operating expenses increased $8.4 million, as compared to the corresponding period in the prior year, primarily due to a $2.1 million increase in major league player salaries and a $0.9 million increase in minor league team and player expenses. Additional increases in baseball operating costs during the three months ended March 31, 2024, were due to $1.2 million of increased spring training related expenses (facility and game day operations, travel, and other variable expenses), $1.0 million of increases under MLB’s revenue sharing plan and other shared expenses and other increases in various baseball operation and facility expenses.

Current wording

Baseball operating costs. Baseball operating costs primarily include costs associated with baseball and stadium operations. For the three and six months ended June 30, 2024, baseball operating expenses increased $9.6 million and $18.0 million, respectively, as compared to the corresponding periods in the prior year, primarily due to $7.4 million and $9.5 million increases in major league player salaries, respectively, $3.5 million and $4.5 million increases in MLB’s revenue sharing plan, as well as other shared expenses, respectively, and $3.0 million and $4.0 million increases in minor league team and player expenses, respectively, partially offset by $3.7 million and $3.0 million decreases in variable concession and retail operating expenses due to fewer regular season home games during 2024.

Previous wording

Mixed-Use Development costs.* Mixed-Use Development costs *primarily include costs associated with maintaining and operating the mixed-use facilities. During the three months ended March 31, 2024, Mixed-Use Development costs increased $0.3 million, as compared to the corresponding period in the prior year, due to general repair expenses and other various operating increases.

Current wording

Mixed-Use Development costs.* Mixed-Use Development costs *primarily include costs associated with maintaining and operating the mixed-use facilities. During the three and six months ended June 30, 2024, Mixed-Use Development costs increased $0.1 million and $0.5 million, respectively, as compared to the corresponding periods in the prior year, due to general repair expenses and other various operating increases.

Previous wording

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 was relatively flat for the three months ended March 31, 2024, as compared to the corresponding period in the prior year. Reduced transaction costs related to the Split-Off were offset by increased personnel, insurance and information technology costs.

Current wording

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 $0.9 million and $1.2 million for the three and six months ended June 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.

Previous wording

Stock-based compensation. Stock-based compensation increased $0.5 million for the three months ended March 31, 2024, as compared to the corresponding period in the prior year, due to increases in the grant value of new awards.

Current wording

Stock-based compensation. Stock-based compensation increased $0.6 million and $1.1 million for the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, due to increases in the grant value of new awards.

Previous wording

Depreciation and amortization. Depreciation and amortization was relatively flat during the three months ended March 31, 2024, as compared to the corresponding period in the prior year.

Current wording

Depreciation and amortization. Depreciation and amortization decreased $2.1 million and $1.9 million during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to various assets becoming fully depreciated.

Previous wording

Operating income (loss).* *Operating loss increased $3.1 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, due to the above explanations.

Current wording

Operating income (loss).* *Operating income (loss) improved $5.5 million and $2.4 million during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, due to the above explanations.

Previous wording

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)

Current wording

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:

Previous wording

Baseball Adjusted OIBDA loss increased $5.9 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily due to the fluctuations in baseball revenue and operating costs, as described above.

Current wording

Baseball Adjusted OIBDA was relatively flat and decreased $5.7 million during the three and six months ended June 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.

Previous wording

Mixed-Use Development Adjusted OIBDA increased $0.8 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily due to the fluctuations in Mixed-Use Development revenue and costs, as described above.

Current wording

Mixed-Use Development Adjusted OIBDA increased $1.3 million and $2.1 million during the three and six months ended June 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.

Previous wording

Corporate and Other Adjusted OIBDA loss decreased $2.7 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily due to a decrease in costs related to the Split-Off.

Current wording

Corporate and Other Adjusted OIBDA loss decreased $2.3 million and $5.1 million during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, primarily due to decreased costs related to the Split-Off.

Previous wording

Interest Expense. Interest expense increased $0.5 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, primarily due to increased interest rates on the Company’s variable rate debt.

Current wording

Interest Expense. Interest expense increased $0.3 million and $0.8 million during the three and six months ended June 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.

Previous wording

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.

Current wording

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.

Previous wording

Other, net. Other, net income increased $0.9 million during the three months ended March 31, 2024, as compared to the corresponding period in the prior year, due primarily to increases in dividend and interest income.

Current wording

Other, net. Other, net income decreased $1.1 million and $0.2 million during the three and six months ended June 30, 2024, respectively, as compared to the corresponding periods in the prior year, due primarily to decreased gains on dispositions, partly offset by increases in dividend and interest income.

Previous wording

Net earnings (loss). The Company had net losses of $51.3 million and $58.0 million during the three months ended March 31, 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.

Current wording

Net earnings (loss). The Company had net earnings of $29.1 million and net losses of $28.9 million during the three months ended June 30, 2024 and 2023, respectively, and net losses of $22.2 million and $86.9 million during the six months ended June 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.

Previous wording

As of March 31, 2024, the Company had $181.5 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.

Current wording

As of June 30, 2024, the Company had $121.2 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.

Previous wording

During the three months ended March 31, 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.

Current wording

During the six months ended June 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.

Previous wording

During the three months ended March 31, 2023, the Company’s primary uses of cash were capital expenditures and debt service, funded primarily by cash on hand and cash from operations.

Current wording

During the six months ended June 30, 2023, the Company’s primary uses of cash were debt service and capital expenditures, funded primarily by cash on hand and cash from operations.

Previous wording

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

Current wording

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.

Previous wording

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 March 31, 2024. 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.

Current wording

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 June 30, 2024, which remains undrawn. The commitment termination date of the revolving credit facility

Previous wording

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 $40.8 million as of March 31, 2024.

Current wording

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 $40.3 million and was fully drawn as of June 30, 2024.

Previous wording

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 March 31, 2024 was $150.0 million.

Current wording

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 June 30, 2024 was $150.0 million, which remains undrawn.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

under the LWCF, which is the repayment date for all amounts borrowed under such revolving credit facility, is July 10, 2026.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.

Previous report — wording carried elsewhere

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:

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

borrowings under construction loans and revolvers. We believe that the available sources of liquidity are sufficient to cover our projected future uses of cash.