Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-41746
ATLANTA BRAVES HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Nevada
92-1284827
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
755 Battery Avenue SE Atlanta, Georgia
30339
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (404) 614-2300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Series A common stock
BATRA
The Nasdaq Stock Market LLC
Series C common stock
BATRK
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒
Accelerated Filer ☐
Non-accelerated Filer ☐
Smaller Reporting Company ☐
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒
The number of outstanding shares of Atlanta Braves Holdings, Inc. common stock as of July 31, 2025 was:
Series A
Series B
Series C
Atlanta Braves Holdings, Inc. common stock
10,318,162
977,776
51,459,265
Part I – Financial Information
Item 1. Financial Statements
I-3
Condensed Consolidated Balance Sheets (unaudited)
Condensed Consolidated Statements of Operations (unaudited)
I-5
Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited)
I-6
Condensed Consolidated Statements of Cash Flows (unaudited)
I-7
Condensed Consolidated Statements of Equity (unaudited)
I-8
Notes to Condensed Consolidated Financial Statements (unaudited)
I-10
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
I-29
Item 3. Quantitative and Qualitative Disclosures about Market Risk
I-36
Item 4. Controls and Procedures
Part II — Other Information
Item 1. Legal Proceedings
II-1
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 5. Other Information
Item 6. Exhibits
II-2
SIGNATURES
II-3
I-2
Condensed Consolidated Balance Sheets
(unaudited)
June 30,
December 31,
2025
2024
amounts in thousands
Assets
Current assets:
Cash and cash equivalents
$
96,196
110,144
Restricted cash
57,425
2,455
Accounts receivable and contract assets, net of allowance for credit losses of $244 and $238, respectively
60,662
49,991
Other current assets
22,250
16,556
Total current assets
236,533
179,146
Property and equipment, at cost (note 3)
1,259,862
1,161,803
Accumulated depreciation
(378,795)
(354,318)
881,067
807,485
Investments in affiliates, accounted for using the equity method (note 4)
114,606
108,786
Intangible assets not subject to amortization:
Goodwill
175,764
Franchise rights
123,703
299,467
Other assets, net
152,188
128,962
Total assets
1,683,861
1,523,846
See accompanying notes to condensed consolidated financial statements.
Condensed Consolidated Balance Sheets (continued)
amounts in thousands,
except share amounts
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities
111,043
63,711
Deferred revenue and refundable tickets
144,442
111,851
Current portion of debt (note 5)
104,445
104,193
Other current liabilities
11,232
6,905
Total current liabilities
371,162
286,660
Long-term debt (note 5)
598,656
512,927
Finance lease liabilities
100,839
103,845
Deferred income tax liabilities
37,755
43,516
Pension liability
4,393
6,558
Other noncurrent liabilities
36,183
34,116
Total liabilities
1,148,988
987,622
Equity:
Preferred stock, $.01 par value. Authorized 50,000,000 shares; zero shares issued at June 30, 2025 and December 31, 2024
—
Series A common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 10,318,162 and 10,318,162 at June 30, 2025 and December 31, 2024, respectively
103
Series B common stock, $.01 par value. Authorized 7,500,000 shares; issued and outstanding 977,776 and 977,776 at June 30, 2025 and December 31, 2024, respectively
10
Series C common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 51,459,265 and 51,269,890 at June 30, 2025 and December 31, 2024, respectively
513
511
Additional paid-in capital
1,123,091
1,112,551
Accumulated other comprehensive earnings (loss), net of taxes
(3,348)
(3,352)
Retained earnings (deficit)
(597,541)
(585,644)
Total stockholders' equity
522,828
524,179
Noncontrolling interests in equity of subsidiaries
12,045
Total equity
534,873
536,224
Commitments and contingencies (note 7)
Total liabilities and equity
I-4
Condensed Consolidated Statements of Operations
Three months ended
Six months ended
except per share amounts
Revenue:
Baseball revenue
287,319
266,001
315,940
287,971
Mixed-Use Development revenue
25,121
16,875
43,711
31,985
Total revenue
312,440
282,876
359,651
319,956
Operating costs and expenses:
Baseball operating costs
210,809
205,070
259,572
250,277
Mixed-Use Development costs
3,633
2,410
6,041
4,663
Selling, general and administrative, including stock-based compensation
34,940
33,351
62,175
60,444
Depreciation and amortization
21,271
17,109
34,528
31,991
270,653
257,940
362,316
347,375
Operating income (loss)
41,787
24,936
(2,665)
(27,419)
Other income (expense):
Interest expense
(11,652)
(9,713)
(21,996)
(19,156)
Share of earnings (losses) of affiliates, net (note 4)
10,613
11,622
10,935
13,249
Realized and unrealized gains (losses) on financial instruments, net
(640)
931
(1,277)
3,905
Other, net
1,673
2,217
2,886
3,986
Earnings (loss) before income taxes
41,781
29,993
(12,117)
(25,435)
Income tax benefit (expense)
(12,287)
(884)
220
3,272
Net earnings (loss)
29,494
29,109
(11,897)
(22,163)
Basic net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share (note 2)
0.47
(0.19)
(0.36)
Diluted net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share (note 2)
0.46
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
Other comprehensive earnings (loss), net of tax:
Unrealized holdings gains (loss) arising during the period
11
(71)
19
(141)
Share of other comprehensive earnings (loss) of affiliates
(15)
(17)
Other comprehensive earnings (loss), net of tax
(4)
(88)
4
(158)
Comprehensive earnings (loss)
29,490
29,021
(11,893)
(22,321)
Condensed Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Stock-based compensation
5,292
7,424
Share of (earnings) losses of affiliates, net
(10,935)
(13,249)
Realized and unrealized (gains) losses on financial instruments, net
1,277
(3,905)
Deferred income tax expense (benefit)
(5,761)
(2,801)
Cash receipts from returns on equity method investments
5,095
5,838
Net cash received (paid) for interest rate swaps
1,632
3,036
Other charges (credits), net
4,071
(1,480)
Net change in operating assets and liabilities:
Current and other assets
(30,545)
(8,574)
Payables and other liabilities
94,883
60,635
Net cash provided by (used in) operating activities
87,640
56,752
Cash flows from investing activities:
Capital expended for property and equipment
(36,400)
(57,432)
Acquisition of real estate assets
(93,709)
Investments in equity method affiliates and equity securities
(714)
Other investing activities, net
41
Net cash provided by (used in) investing activities
(130,105)
(58,105)
Cash flows from financing activities:
Borrowings of debt
88,509
33,405
Repayments of debt
(5,702)
(4,787)
Proceeds (disbursements) from exercise of stock options and other stock issuances
5,250
(1,027)
Other financing activities, net
(4,570)
(2,599)
Net cash provided by (used in) financing activities
83,487
24,992
Net increase (decrease) in cash, cash equivalents and restricted cash
41,022
23,639
Cash, cash equivalents and restricted cash at beginning of period
112,599
137,717
Cash, cash equivalents and restricted cash at end of period
153,621
161,356
Supplemental disclosure to the condensed consolidated statements of cash flows:
Property and equipment expenditures incurred but not yet paid
5,081
23,103
The following table reconciles cash and cash equivalents and restricted cash reported in our condensed consolidated balance sheets to the total amount presented in our condensed consolidated statements of cash flows:
Total cash, cash equivalents and restricted cash at end of period
Condensed Consolidated Statements of Equity
Accumulated
other
Noncontrolling
Additional
comprehensive
Retained
interests
Preferred
Common Stock
paid-in
earnings
in equity of
Total
Stock
capital
(loss)
(deficit)
subsidiaries
equity
Balance at January 1, 2025
Stock issuances and other, net
2
5,248
Balance at June 30, 2025
Balance at March 31, 2025
1,115,876
(3,344)
(627,035)
498,166
2,646
4,569
4,571
Balance at January 1, 2024
506
1,089,625
(7,271)
(554,376)
540,642
1
(1,028)
Balance at June 30, 2024
507
1,096,021
(7,429)
(576,539)
524,718
Balance at March 31, 2024
1,091,572
(7,341)
(605,648)
491,247
3,705
744
745
I-9
Notes to Condensed Consolidated Financial Statements
(1)Basis of Presentation
During November 2022, the board of directors of Liberty Media Corporation (“Liberty” or “Former parent”) authorized Liberty management to pursue a plan to redeem each outstanding share of its Liberty Braves common stock in exchange for one share of the corresponding series of common stock of a newly formed entity, Atlanta Braves Holdings, Inc. (the “Split-Off”). The Split-Off was completed on July 18, 2023 and was intended to be tax-free to holders of Liberty Braves common stock. 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. The Split-Off was accounted for at historical cost due to the pro rata nature of the distribution to holders of Liberty Braves common stock. Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings” or the “Company”) is comprised of the businesses, assets and liabilities of its wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) and corporate cash.
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”). These accompanying condensed consolidated financial statements refer to the consolidation of Braves Holdings and corporate cash as "Atlanta Braves Holdings," "the Company," "us," "we" and "our" in the notes to the condensed consolidated financial statements. The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and variable interest entities (“VIE”) where the Company determines that it is the primary beneficiary. For consolidated entities where our ownership interest is less than 100%, noncontrolling ownership interests are reported in our condensed consolidated balance sheets. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements.
The accompanying (a) condensed consolidated balance sheet as of December 31, 2024, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Atlanta Braves Holdings’ Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) fair value measurements of non-financial instruments and (ii) accounting for income taxes to be its most significant estimates.
Description of Business
Braves Holdings indirectly owns the Atlanta Braves Major League Baseball Club (“ANLBC,” the “Atlanta Braves,” the “Braves,” the “club,” or the “team”). The Braves’ ballpark (“Truist Park” or the “Stadium”), is located in Cobb County, a suburb of Atlanta, and is leased from Cobb County, Cobb-Marietta Coliseum and Exhibit Hall Authority. Braves Holdings, through affiliated entities and third-party development partners, has developed a significant portion of the land around Truist Park for a mixed-use development that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”).
Notes to Condensed Consolidated Financial Statements (Continued)
The Braves and 29 other Major League Baseball (“MLB”) clubs are collectively referred to as the Clubs. The Office of the Commissioner of Baseball (the “BOC”) is an unincorporated association also doing business as MLB and has as its members the Clubs. The Clubs are bound by the terms and provisions of the Major League Constitution and all rules and regulations promulgated thereunder as well as a series of other agreements and arrangements that govern the operation and management of a Club, which among other things, require each Club to comply with limitations on the amount of debt a Club can incur, revenue sharing arrangements with the other Clubs, commercial arrangements with regard to the national broadcasting of its games and other programming and commercial arrangements relating to the use of its intellectual property.
Split-Off of Atlanta Braves Holdings from Liberty
Following the Split-Off and subsequent Liberty Media Exchange (as defined below), Liberty and Atlanta Braves Holdings operate as separate, publicly traded companies and neither has any continuing stock ownership, beneficial or otherwise, in the other. Liberty owned 1,811,066 shares of Atlanta Braves Holdings Series C common stock following the Split-Off. In November 2023, Liberty exchanged 1,811,066 shares of Atlanta Braves Holdings Series C common stock with a third party in satisfaction of certain of Liberty’s debt obligations and an affiliate of such third party then sold the shares in a secondary public offering (the “Liberty Media Exchange”). Pursuant to the registration rights agreement (as described below) with Liberty, Atlanta Braves Holdings registered the shares related to the Liberty Media Exchange. Atlanta Braves Holdings did not receive any of the proceeds from the Liberty Media Exchange.
In connection with the Split-Off, Liberty and Atlanta Braves Holdings entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition. These agreements included a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement. The facilities sharing agreement and aircraft time sharing agreements were terminated as part of the Corporate Governance Transition (as defined below).
The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Atlanta Braves Holdings and Liberty with respect to and resulting from the Split-Off. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and Atlanta Braves Holdings and other agreements related to tax matters. Pursuant to the services agreement, Liberty provides Atlanta Braves Holdings with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Atlanta Braves Holdings will reimburse Liberty for direct, out-of-pocket expenses and will pay a services fee to Liberty under the services agreement that is subject to adjustment quarterly, as necessary. Additionally, pursuant to the services agreement with Liberty and prior to the Corporate Governance Transition (as defined below), components of the Liberty Chief Executive Officer’s compensation were either paid directly to him or reimbursed to Liberty, in each case, based on allocations set forth in the services agreement. The allocation percentage was 8% during the period from January 1, 2024 to August 31, 2024, when the Corporate Governance Transition (as defined below) occurred.
Under these various agreements, amounts reimbursable to Liberty aggregated to a nominal amount and $1.8 million for the three months ended June 30, 2025 and 2024, respectively, and $0.1 million and $2.5 million for the six months ended June 30, 2025 and 2024, respectively.
Related Party Transactions and Change in Corporate Governance
On August 21, 2024, Terence F. McGuirk (“McGuirk”), entered into certain shareholder arrangements with Dr. John C. Malone (“Malone”), pursuant to which Malone granted McGuirk a proxy (the “Malone Voting Agreement”)
I-11
to vote 887,079 shares of the Company’s Series B common stock owned by Malone, representing 44% of the Company’s then 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 the Company’s 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. As part of that transition, Atlanta Braves Holdings and Liberty began transitioning various general and administrative services then provided by Liberty to the management of Atlanta Braves Holdings, including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. Additionally, 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 Holdings executive team assumed these roles effective September 1, 2024 (the “Corporate Governance Transition”).
Seasonality
The majority of Braves Holdings revenue is seasonal, with the revenue recognized primarily during the second and third quarters which aligns with the baseball season.
Income Taxes
In prior years, the Company’s tax provision from income taxes for interim periods has generally been determined using an estimate of our annual effective tax rate (the “AETR”), adjusted for discrete items that are taken into account in the relevant period of recognition. Due to sensitivity in our AETR based on minor changes to our projected annual earnings (loss) before income taxes and the seasonality of our revenue, the Company is unable to reliably estimate our AETR as of June 30, 2025. As a result, the Company has calculated the tax provision from income taxes for the three and six months ended June 30, 2025 based upon a discrete effective tax rate model which treats the current year to date period as if it were the annual period.
(2)Earnings Attributable to Atlanta Braves Holdings Stockholders Per Common Share
Basic net earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) attributable to Atlanta Braves Holdings shareholders by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares.
I-12
Three months ended June 30,
Six months ended June 30,
(numbers of shares in thousands)
Basic WASO
62,636
61,948
62,605
61,913
Potentially dilutive shares (1)
873
844
810
835
Diluted WASO
63,509
62,792
63,415
62,748
(3) Property and Equipment
Property and equipment consisted of the following:
June 30, 2025
December 31, 2024
Owned
assets
available to
be leased
Land
18,583
47,500
66,083
22,891
41,474
Buildings and improvements
281,562
523,759
805,321
281,420
481,276
762,696
Leasehold improvements
102,766
67,642
170,408
85,293
67,863
153,156
Furniture and equipment
196,027
15,970
211,997
183,971
9,850
193,821
Construction in progress
867
5,186
6,053
6,865
3,791
10,656
Property and equipment, at cost
599,805
660,057
576,132
585,671
Depreciation expense was $12.9 million and $10.0 million for the three months ended June 30, 2025 and 2024, respectively, and $24.5 million and $23.6 million for the six months ended June 30, 2025 and 2024, respectively.
(4)Investments in Affiliates Accounted for Using the Equity Method
The following table includes the Company’s carrying amount and percentage ownership of its investments in affiliates:
Percentage
Carrying
Ownership
amount
MLBAM
3.3
%
60,239
54,235
BELP
40,733
39,785
Other
50.0
13,634
14,766
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The following table presents the Company’s share of earnings (losses) of affiliates, net:
10,310
9,478
9,899
8,691
231
1,456
948
3,169
72
688
88
1,389
MLB Advanced Media, L.P. (“MLBAM”) was formed in January 2000 pursuant to a vote of the 30 owners of the Clubs, whereby each Club agreed to cede substantially all of its individual Club internet and interactive media rights to MLBAM for an indirect 3.3% interest in MLBAM. The Company’s investment in MLBAM is considered an equity method investment as the investment is in a limited partnership where significant influence is generally presumed to exist.
At the time of the acquisition of ANLBC by a predecessor of Liberty in 2007, the fair value of the MLBAM investment exceeded ANLBC’s proportionate share of MLBAM’s net assets, resulting in excess basis in the investment in MLBAM. The excess basis as of June 30, 2025 and December 31, 2024 was indefinite lived and aggregated approximately $10.3 million.
Baseball Endowment, L.P. (“BELP”) is an investment fund formed by the Clubs principally for the purpose of investing, on a long-term basis, assets on their behalf intended to provide a competitive market rate investment return while minimizing investment volatility. The Company’s investment in BELP is considered an equity method investment as the investment is in a limited partnership where significant influence is generally presumed to exist. The Company records its share of BELP’s earnings (losses) on a one month lag.
Other Affiliates
Braves Holdings has 50% interests in three joint ventures that were formed to develop, own and operate hotels in the Mixed-Use Development. The equity method of accounting is applied to these investments as Braves Holdings does not have the ability to direct the most significant activities that impact their economic performance. In addition, Braves Holdings records its share of the earnings (losses) of these investments on a three month lag.
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(5)Debt
Debt is summarized as follows:
Baseball
League wide credit facility
MLB facility fund – term
30,000
MLB facility fund – revolver
37,950
39,100
TeamCo revolver
Term debt
155,431
158,806
Mixed-Use Development
Credit facilities
138,064
126,924
344,587
265,236
Deferred financing costs
(2,931)
(2,946)
Total debt
703,101
617,120
Debt classified as current
(104,445)
(104,193)
Total long-term debt
League Wide Credit Facility
In December 2013, a subsidiary of Braves Holdings executed various agreements to enter into MLB’s League Wide Credit Facility (the “LWCF”). Braves Holdings also established a special purpose Delaware statutory trust, the Braves Club Trust (the “Club Trust”), and transferred, among other things, to the Club Trust its rights to receive distributions of revenue from the National Broadcasting Contracts, which secure borrowings under the LWCF. Pursuant to the terms of a revolving credit agreement, Major League Baseball Trust may borrow from certain lenders, with Bank of America, N.A. acting as the administrative agent. Major League Baseball Trust then uses the proceeds of such borrowings to provide loans to the club trusts of the participating Clubs. Major League Baseball Trust has granted Wells Fargo Bank, National Association, the collateral agent in respect of the LWCF, a first priority lien to secure the borrowings under the LWCF. The maximum amount available to the Club Trust under the LWCF was $125.0 million as of June 30, 2025. 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, 2030.
Under the LWCF, the Club Trust can request a revolving credit advance in the form of a Eurodollar or Base Rate loan. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by the Eurodollar or Base Rate, plus an applicable margin. The interest rate of a Eurodollar loan was one-month London Inter-Bank Offered Rate (“LIBOR”) plus a margin of 1.20% to 1.325%, based on the credit rating of Major League Baseball Trust. The interest rate of a Base Rate loan was the greater of (x) the Federal Funds rate plus 0.50%, (y) the prevailing Prime, and (z) LIBOR plus 1.00%, plus a margin of 0.200% to 0.325%, based on the credit rating of Major League Baseball Trust. Beginning in May 2022, interest based on LIBOR under the LWCF was replaced with interest based on the Secured Overnight Financing Rate (“SOFR”) plus 0.1%. Borrowings outstanding under the LWCF bore interest at a rate of 5.62% and 5.63% per annum as of June 30, 2025 and December 31, 2024, respectively. The LWCF also has a commitment fee equal to 0.20% per annum on the daily unused amount of the revolving credit facility.
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MLB Facility Fund
In December 2017, a subsidiary of Braves Holdings executed various agreements to enter into the MLB Facility Fund (the “MLBFF”). Braves Holdings also established a special purpose Delaware limited liability company, Braves Facility Fund LLC (“Braves Facility Fund”), and transferred to Braves Facility Fund its rights to receive distributions from the Club Trust, which secure borrowings under the MLBFF. Pursuant to the terms of an indenture, a credit agreement and certain note purchase agreements, Major League Baseball Facility Fund, LLC may borrow from certain lenders. Major League Baseball Facility Fund, LLC then uses the proceeds of such borrowings to provide loans to each of the participating Clubs. Amounts advanced pursuant to the MLBFF are available to fund ballpark and other baseball-related real property improvements, renovations and/or new construction.
Term
In June 2020, Braves Facility Fund converted previous borrowings under a revolving credit advance to a $30.0 million term note with Major League Baseball Facility Fund, LLC (the “MLB facility fund – term”). Interest is payable on June 10 and December 10 of each year at an annual rate of 3.65%. In each of December 2029 and 2030, $15.0 million of the term note matures.
Revolver
In May 2021, Braves Facility Fund established a revolving credit commitment with Major League Baseball Facility Fund, LLC (the “MLB facility fund – revolver”). The maximum amount available to Braves Facility Fund under the MLB facility fund – revolver was $38.0 million as of June 30, 2025. The commitment termination date, which is the repayment date for all amounts borrowed under the revolving credit facility of the MLBFF, is July 10, 2030.
Under a credit agreement, Braves Facility Fund can request a revolving credit advance in the form of a Eurodollar or Base Rate loan. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by a Eurodollar or Base Rate, plus an applicable margin. The interest rate of a Eurodollar loan was one-month LIBOR plus a margin of 1.275% to 1.400%, based on the credit rating of Major League Baseball Facility Fund, LLC. The interest rate of a Base Rate loan was the greater of (x) the Federal Funds rate plus 0.50%, (y) the prevailing Prime rate, and (z) LIBOR plus 1.00%, plus a margin of 0.275% to 0.400%, based on the credit rating of Major League Baseball Facility Fund, LLC. Beginning in May 2022, interest based on LIBOR under the MLB facility fund – revolver was replaced with interest based on the SOFR plus 0.1%. Borrowings outstanding under the MLB facility fund – revolver bore interest at a rate of 5.70% and 5.71% per annum as of June 30, 2025 and December 31, 2024, respectively. The MLB facility fund – revolver also has a commitment fee equal to 0.20% per annum on the daily unused amount of the revolver.
TeamCo Revolver
In September 2016, a subsidiary of Braves Holdings amended a revolving credit agreement (the “TeamCo Revolver”) that provided for revolving commitments of $85.0 million. Under the agreement, Braves Holdings can request a revolving credit loan in the form of a Eurodollar or Base Rate loan. Each loan bears interest on the unpaid principal amount from the date made through maturity at a rate determined by a Eurodollar or Base Rate, plus an applicable margin. The interest rate of a Base Rate loan was the greater of (x) the prevailing Prime rate, (y) the prevailing Federal Funds rate plus 0.50%, and (z) LIBOR plus 1.00%, plus a margin of 0.25%. In August 2022, the TeamCo Revolver was amended, increasing the borrowing capacity to $150 million, extending the maturity to August 2029 and replacing the LIBOR interest rate with SOFR. Borrowings outstanding under the TeamCo Revolver bore interest at a rate of 5.57% and 5.58% per annum as of June 30, 2025 and December 31, 2024, respectively, and had availability of $150.0 million as of June 30, 2025. The TeamCo Revolver also has a commitment fee of 0.20% per annum on the daily unused amount of the
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revolving loans. Under the TeamCo Revolver, Braves Holdings must maintain certain financial covenants, including a fixed-charge coverage ratio and total enterprise indebtedness.
Baseball Term Debt
In August 2016, a subsidiary of Braves Holdings entered into a senior secured permanent placement note purchase agreement for $200.0 million (the “Note Purchase Agreement”). The notes bear interest at 3.77% per annum and are scheduled to mature in September 2041. Braves Holdings makes principal and interest payments of $6.4 million each March 30 and September 30. At June 30, 2025 and December 31, 2024, Braves Holdings had borrowings of $154.3 million and $157.6 million under the Note Purchase Agreement, respectively, net of unamortized debt issuance costs. Additionally, Braves Holdings must maintain certain financial and non-financial covenants, including debt service coverage ratios.
Mixed-Use Development Credit Facilities
In August 2016, a subsidiary of Braves Holdings entered into a $37.5 million construction loan agreement. The proceeds were primarily used to pay the construction costs of an entertainment building adjacent to the Stadium, as well as assist with continued development and construction of the Mixed-Use Development. Beginning December 15, 2020 and on each month thereafter, Braves Holdings made principal and interest payments of $0.2 million. In November 2024, this construction loan was amended, increasing the borrowing capacity to $40.0 million, of which approximately $6.0 million is not available for borrowing as of June 30, 2025, but is expected to be available once certain conditions are met. The amendment also extends the maturity to November 2029. Loans under the construction loan bear interest at SOFR plus 1.99% per annum. Borrowings outstanding under the construction loan bore interest at a rate of 6.31% and 6.32% as of June 30, 2025 and December 31, 2024, respectively. Beginning December 15, 2024 and on each month thereafter, Braves Holdings makes principal payments of $0.1 million in addition to interest in arrears. At June 30, 2025 and December 31, 2024, Braves Holdings had borrowings outstanding of $33.5 million and $33.8 million, respectively, net of unamortized debt issuance costs. Additionally, Braves Holdings must maintain certain financial covenants, including debt service coverage ratios.
In December 2022, a subsidiary of Braves Holdings entered into a $112.5 million construction loan agreement that has an initial maturity date of December 2026. The proceeds of the construction loan agreement will be used to pay the construction costs of an office building adjacent to the Stadium. Loans under the construction loan bear interest at SOFR plus 2.00% per annum (subject to a reduction to 1.80% per annum if certain conditions are met). Borrowings outstanding under the construction loan bore interest at a rate of 6.32% and 6.33% as of June 30, 2025 and December 31, 2024, respectively. At June 30, 2025 and December 31, 2024, Braves Holdings had borrowings outstanding of $104.1 million and $92.5 million, respectively, under the construction loan, net of unamortized debt issuance costs.
Mixed-Use Development Term Debt
In May 2018, a subsidiary of Braves Holdings refinanced a construction loan with a $95.0 million term loan agreement that was scheduled to mature on May 18, 2025. In April 2023, the term loan agreement was amended to change the reference rate on borrowings to daily simple SOFR. In May 2025, the term loan agreement was amended, extending the maturity to May 2026 and providing for two, twelve-month extension options, subject to certain conditions. Borrowings outstanding under the term loan bore interest at a rate of 5.64% and 5.66% as of June 30, 2025 and December 31, 2024, respectively. The full principal amount will be due at maturity. At June 30, 2025 and December 31, 2024, Braves Holdings had borrowings of $94.9 million and $95.0 million, respectively, under the term loan agreement, net of unamortized debt issuance costs. Pursuant to the May 2025 amendment, Braves Holdings must maintain certain non-financial covenants.
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In June 2022, subsidiaries of Braves Holdings refinanced a construction loan agreement that was used to construct an office building within the Mixed-Use Development with a new term loan facility with $125.0 million in commitments, approximately $2.3 million of which is not available for borrowing as of June 30, 2025, but is expected to be available once certain conditions are met. The term loan agreement bears interest at one-month SOFR plus 2.10% per annum and is scheduled to mature on June 13, 2027. Borrowings outstanding under the term loan bore interest at a rate of 6.42% and 6.43% as of June 30, 2025 and December 31, 2024, respectively. Approximately $1.8 million of annual principal payments commenced in July 2024. At June 30, 2025 and December 31, 2024, Braves Holdings had borrowings outstanding of $120.6 million and $101.0 million, respectively, under the term loan facility, net of unamortized debt issuance costs.
In May 2023, a subsidiary of Braves Holdings refinanced an $80.0 million construction loan agreement that was used to construct the retail portion of the Mixed-Use Development with a new term loan with $80.0 million in commitments, approximately $8.3 million of which is not available for borrowing as of June 30, 2025, but is expected to be available once certain conditions are met. The term loan agreement bears interest at daily simple SOFR plus 2.50% per annum and is scheduled to mature on May 18, 2028. Borrowings outstanding under the term loan bore interest at a rate of 6.80% and 6.81% as of June 30, 2025 and December 31, 2024, respectively. Approximately $1.0 million of annual principal payments commence in June 2026. At June 30, 2025 and December 31, 2024, Braves Holdings had borrowings outstanding of $71.4 million and $68.3 million, respectively, net of unamortized debt issuance costs.
In March 2025, a subsidiary of Braves Holdings entered into a term loan agreement with $56.8 million in commitments. The term loan agreement bears interest at a one-month SOFR plus 2.00% per annum and is scheduled to mature in March 2030. The full principal amount will be due at maturity, and monthly interest payments commenced in May 2025. Borrowings outstanding under the term loan agreement bore interest at a rate of 6.32% as of June 30, 2025. At June 30, 2025, Braves Holdings had borrowings of $56.5 million under the term loan agreement, net of unamortized debt issuance costs.
Fair Value of Debt
The Company believes that the carrying amount of its debt with variable rates approximates fair value at June 30, 2025. Other fixed rate debt is considered to be carried at approximate fair value with the exception of the senior secured permanent placement notes, which was estimated to be approximately $131.1 million as of June 30, 2025, based on current U.S. treasury rates for similar financial instruments.
Interest Rate Swaps (Level 2)
In May 2018, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $95.0 million, that matured on May 5, 2025. As of December 31, 2024, the fair value of the interest rate swap was an asset of $0.6 million.
In May 2022, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $100 million, that matured on June 1, 2025. Effective March 2023, the notional amount began at $100.0 million and decreased to $97.8 million as of June 1, 2025. As of December 31, 2024, the fair value of the interest rate swap was an asset of $0.7 million.
In June 2023, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $64.0 million, maturing on May 18, 2028. The interest rate swap became effective in June 2023. As of June 30, 2025 and December 31, 2024, the fair value of the interest rate swap was a liability of $0.6 million and an asset of $0.6 million, respectively.
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In April 2025, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $97.7 million, maturing on June 1, 2027. The interest rate swap became effective in June 2025. As of June 30, 2025, the fair value of the interest rate swap was nominal.
In May 2025, a subsidiary of Braves Holdings entered into an interest rate swap agreement with Truist Bank for a notional amount of $85.9 million, maturing on May 18, 2026. As of June 30, 2025, the fair value of the interest rate swap was a liability of $0.1 million.
Interest rate swaps are included within current liabilities and other noncurrent liabilities as of June 30, 2025 and other current assets and other assets, net as of December 31, 2024 in the condensed consolidated balance sheets and changes in the fair value of the interest rate swaps are recorded to realized and unrealized gains (losses) on financial instruments, net in the condensed consolidated statements of operations.
(6)Stock-Based Compensation
The Company recorded stock-based compensation expense of $2.6 million and $3.7 million during the three months ended June 30, 2025 and 2024, respectively, and $5.3 million and $7.4 million during the six months ended June 30, 2025 and 2024, respectively. These amounts are included in selling, general and administrative expense in the condensed consolidated statements of operations.
Incentive Plans
Prior to the Split-Off and pursuant to the Liberty Media Corporation 2022 Omnibus Incentive Plan, Liberty granted to certain of its directors, employees and employees of its subsidiaries, restricted stock (“RSAs”), restricted stock units (“RSUs”) and stock options to purchase shares of Liberty Braves common stock (collectively, “Liberty Braves Awards”). At the time of the Split-Off, the Liberty Braves Awards were exchanged into RSAs, RSUs and stock options to purchase shares of Atlanta Braves Holdings common stock.
Subsequent to the Split-Off, the Company can grant, to certain of its directors, employees and employees of its subsidiaries, RSAs, RSUs and stock options to purchase shares of its common stock (collectively, “Awards”), under the Atlanta Braves Holdings 2023 Omnibus Incentive Plan (the “2023 Plan”) and may grant Awards in respect of a maximum of 7.25 million shares of Atlanta Braves Holdings common stock.
Awards generally vest over 1-5 years and have a term of 7-8 years. The Company issues new shares upon exercise or settlement, as applicable, of Awards. The Company measures the cost of employee services received in exchange for an equity classified Award (such as RSAs, RSUs and stock options) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.
Grants of Awards
In June 2025, the Company granted 0.5 million performance-based RSUs of Atlanta Braves Holdings Series C common stock to certain officers and employees of the Company. Such RSUs had a GDFV of $46.77 per share and vest on December 31, 2027, subject to the satisfaction of certain performance objectives. Performance objectives are considered in determining the timing and amount of compensation expense recognized. When the satisfaction of the performance
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objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period.
The Company did not grant any options to purchase shares of Atlanta Braves Holdings Series A, Series B, or Series C common stock during the six months ended June 30, 2025.
In connection with the Liberty Chief Executive Officer’s employment agreement, Liberty granted 35 thousand performance-based RSUs of Atlanta Braves Holdings Series C common stock to the Liberty Chief Executive Officer during the six months ended June 30, 2024. Such RSUs had a GDFV of $38.58 per share. In August 2024, and in connection with the Corporate Governance Transition, such RSUs were vested in full as to the target number of shares underlying such RSUs.
The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes valuation model. The Company estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of Atlanta Braves Holdings common stock (and previously, Liberty Braves common stock). The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.
Outstanding Awards
The following table presents the number and weighted average exercise price (“WAEP”) of options to purchase Atlanta Braves Holdings common stock granted to certain officers, employees and directors, as well as the weighted average remaining life and aggregate intrinsic value of the options.
Weighted
Aggregate
average
intrinsic
Atlanta Braves Holdings
remaining
value
options (000's)
WAEP
life
(in millions)
Outstanding at January 1, 2025
2,936
28.75
Granted
Exercised
(204)
28.61
Forfeited/Cancelled
Outstanding at June 30, 2025
2,732
28.76
2.9
years
49
Exercisable at June 30, 2025
2,415
27.62
2.6
46
As of June 30, 2025, there were no outstanding options to purchase shares of Atlanta Braves Holdings Series A or Series B common stock.
As of June 30, 2025, the total unrecognized compensation cost related to unvested Atlanta Braves Holdings Awards was approximately $31.3 million. Such amount will be recognized in the Company’s condensed consolidated statements of operations over a weighted average period of approximately 1.5 years.
As of June 30, 2025, 2.7 million shares of Atlanta Braves Holdings Series C common stock were reserved by the Company for issuance under exercise privileges of outstanding stock options.
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Exercises
The aggregate intrinsic value of all Atlanta Braves Holdings Series C common stock options exercised during the six months ended June 30, 2025 and 2024 was $2.9 million and $2.8 million, respectively.
RSAs and RSUs
The Company had approximately 0.8 million unvested RSUs of Atlanta Braves Holdings common stock held by certain directors, officers and employees of the Company as of June 30, 2025. These unvested Atlanta Braves Holdings Series C common stock RSUs had a weighted average GDFV of $42.98 per share.
There were no RSAs or RSUs of Atlanta Braves Holdings common stock that vested during the three and six months ended June 30, 2025. The aggregate fair value of all Atlanta Braves Holdings Series C common stock RSUs that vested during the three and six months ended June 30, 2024 was $2.0 million.
(7)Commitments and Contingencies
Collective Bargaining Agreement
In March 2022, the Major League Baseball Players Association (“MLBPA”) and the Clubs entered into a new collective bargaining agreement that covers the 2022-2026 MLB seasons (“CBA”). The CBA contains provisions surrounding revenue sharing among the Clubs, a competitive balance tax on Club payrolls that exceed specified thresholds, minimum player salary levels, an expanded postseason schedule and other provisions impacting Braves Holdings’ operations and its relationships with members of the MLBPA. Braves Holdings’ minor league players are also parties to a collective bargaining agreement. Approximately 10% of the Company’s labor force is covered by collective bargaining agreements.
There are two components of the revenue sharing plan that each Club is subject to under the CBA: a straight base revenue pool (the “Pool”) and the Commissioner Discretionary Fund. The size of the Pool is equal to the total amount transferred if each Club contributed 48% of its prior years’ net defined local revenue (“NDLR”). The contributions per Club are based on a composite of the prior three years’ NDLR and funds are distributed equally to all Clubs. Certain Clubs are disqualified from revenue sharing from the Pool based on market size. Club submissions of NDLR are subject to audit by the MLB Revenue Sharing Administrator and are subject to rules issued by the MLB Revenue Sharing Definitions Committee.
The Company recorded revenue sharing expense of $24.8 million and $19.9 million for the three months ended June 30, 2025 and 2024, respectively, and $26.4 million and $20.7 million for the six months ended June 30, 2025 and 2024, respectively. These amounts are included as an expense within baseball operating costs in the condensed consolidated statements of operations.
Employment Contracts
Long-term employment contracts provide for, among other items, annual compensation for certain players (current and former) and other employees. As of June 30, 2025, amounts payable annually under such contracts aggregated to $259.5 million in 2025, $184.3 million in 2026, $135.9 million in 2027, $105.4 million in 2028, $63.4 million in 2029 and $83.2 million, combined, thereafter. Additionally, these contracts may include incentive compensation (although certain incentive compensation awards cannot be earned by more than one player per season).
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Litigation
The Company, along with the BOC and other MLB affiliates, are subject to lawsuits arising in the normal course of business. Although it is reasonably possible the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements.
(8)Segment Information
The Company, through its ownership of Braves Holdings, is primarily engaged in the entertainment and real estate industries. The Company’s chief operating decision maker, the chief executive officer, evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue and Adjusted OIBDA (as defined below). In addition, the Company reviews non-financial measures such as attendance, viewership and social media.
The Company defines Adjusted OIBDA as operating income (loss) plus stock-based compensation, depreciation and amortization, separately reported litigation settlements, restructuring, acquisition and impairment charges. The Company believes this measure is an important indicator of the operational strength and performance of its businesses, by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes stock-based compensation, depreciation and amortization, separately reported litigation settlements, restructuring, acquisition and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flow provided by (used in) operating activities and other measures of financial performance prepared in accordance with GAAP.
The Company identifies its reportable segments as those operating segments that represent 10% or more of its combined annual revenue, annual Adjusted OIBDA or total assets. Additionally, the Company considers how each operating segment is managed due to the products and services offered, the technologies used, the revenue sources generated, and marketing strategies deployed when evaluating its reportable segments. As a result, the Company has identified the following as its reportable segments:
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Performance Measures
The following table disaggregates revenue by segment and by source:
Baseball:
Baseball event
180,349
171,350
181,232
172,518
Broadcasting
81,068
70,950
85,359
73,051
Retail and licensing
18,566
19,624
24,646
25,277
7,336
4,077
24,703
17,125
Total Baseball
When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, deferred revenue is recorded. The primary source of the Company’s deferred revenue relates to suite and season ticket arrangements, as well as certain sponsorship arrangements. Deferred revenue is recognized as revenue when, or as, control of the products or services are transferred to the customer and all revenue recognition criteria have been met. The Company had long-term deferred revenue of $19.3 million and $17.8 million as of June 30, 2025 and December 31, 2024, respectively, which were included in other noncurrent liabilities in the condensed consolidated balance sheets. The Company recognized $51.5 million and $49.2 million during the three months ended June 30, 2025 and 2024, respectively, and $56.3 million and $54.5 million during the six months ended June 30, 2025 and 2024, respectively, of revenue that was included in deferred revenue at the beginning of the respective year.
Significant portions of the transaction prices for Braves Holdings are related to undelivered performance obligations that are under contractual arrangements that extend beyond one year. The Company anticipates recognizing revenue from the delivery of such performance obligations of approximately $191.1 million for the remainder of 2025, $341.3 million in 2026, $302.2 million in 2027, $455.9 million in 2028 through 2032, and $143.9 million thereafter, primarily recognized through 2041. We have not included any amounts in the undelivered performance obligations amounts for those performance obligations that relate to a contract with an original expected duration of one year or less.
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The following tables detail Adjusted OIBDA by segment as well as a reconciliation of consolidated Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes:
Corporate and Other
Revenue from external customers
Less: (1)
Other segment items (2)
24,463
3,922
3,909
Segment Adjusted OIBDA
52,047
17,566
(3,909)
65,704
Reconciliation of Adjusted OIBDA
(2,646)
(21,271)
Share of earnings (losses) of affiliates, net
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June 30, 2024
23,540
2,956
3,150
37,391
11,509
(3,150)
45,750
(3,705)
(17,109)
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43,921
7,217
5,745
12,447
30,453
(5,745)
37,155
(5,292)
(34,528)
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42,019
5,880
5,121
(4,325)
21,442
(5,121)
11,996
(7,424)
(31,991)
Other Information
Investments
in affiliates
971,513
100,972
892,914
94,020
683,153
602,894
Corporate and other
60,985
59,206
Elimination(1)
(31,790)
(31,168)
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The following table disaggregates capital expenditures by segment:
13,120
8,944
22,197
15,189
71,773
20,846
82,212
42,243
84,893
29,790
104,409
57,432
(9)Acquisition
In April 2025, the Company, through a wholly-owned subsidiary, completed the acquisition of certain real estate assets for an aggregate purchase price of approximately $93.7 million (the “Acquisition”). Included within the Acquisition was a six-building office complex and the seller’s interest in the underlying in-place leases. The Company accounted for the Acquisition as an asset acquisition and has allocated the total cost of the Acquisition, inclusive of direct costs associated with the Acquisition, to the net assets acquired based upon their relative fair values as of the Acquisition date as determined by management. The following table presents the allocation of the purchase price to the net assets acquired based upon relative fair value:
Weighted-average
Relative
amortization
fair value
period (in years)
24,608
Building and Improvements
43,401
Tangible assets
68,009
Lease in-place asset
19,643
5.8
Real estate commissions
6,057
6.8
Definite-lived intangible assets
25,700
Total purchase price
93,709
Total tangible assets are recorded in property and equipment, at cost in the condensed consolidated balance sheets while total definite-lived intangible assets are recorded in other assets, net in the condensed consolidated balance sheets.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, product and marketing strategies; 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. 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:
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, 2024. 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, 2024.
Explanatory Note
On July 18, 2023, Liberty, the then current parent organization of the Company, completed the previously announced redemption of each outstanding share of its Liberty Braves common stock in exchange for one share of the corresponding series of common stock of the Company (the “Split-Off”). The Split-Off was intended to be tax-free to holders of Liberty Braves common stock and 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. In September 2024, the then-current officers of the Company (with limited exceptions) stepped down from the officer positions and members of the Braves Holdings executive team assumed these roles (the “Corporate Governance Transition”). The Company is comprised of the businesses, assets and liabilities of its wholly-owned subsidiary Braves Holdings and corporate cash.
The intergroup interests in the Liberty Braves Group held by subsidiaries of Liberty prior to the Split-Off were settled through attribution of Atlanta Braves Holdings Series C common stock and subsequently sold in the secondary market. Atlanta Braves Holdings did not receive any of the proceeds from the sale of our common stock by these subsidiaries of Liberty. Following this transaction, neither Liberty nor Atlanta Braves Holdings has any continuing stock ownership, beneficial or otherwise, in the other.
Overview
The Company manages its business based on the following reportable segments: Baseball and Mixed-Use Development.
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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 Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta and the surrounding area (the “Mixed-Use Development”). In April 2025, the Company, through a wholly-owned subsidiary, completed the acquisition of certain real estate assets (the “Acquisition”). The Mixed-Use Development segment 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 –June 30, 2025 and 2024
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
(210,809)
(205,070)
(259,572)
(250,277)
(3,633)
(2,410)
(6,041)
(4,663)
Selling, general and administrative, excluding stock-based compensation
(32,294)
(29,646)
(56,883)
(53,020)
Adjusted OIBDA(1)
Regular season home games
40
Average number of attendees per regular season home game
29,551
30,837
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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:
Baseball event revenue increased $9.0 million and $8.7 million for the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year, primarily due to contractual rate increases on season tickets and existing sponsorship contracts as well as new premium seating and sponsorship agreements, partially offset by a reduction in concession revenue due to reduced attendance at regular season home games. Broadcasting revenue increased $10.1 million and $12.3 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year, primarily due to additional streaming rights granted to our regional broadcast partner and contractual rate increases to comparable broadcast obligations. Retail and licensing revenue decreased $1.1 million and $0.6 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year, primarily due to reduced attendance at regular season home games. Other revenue, a component of baseball revenue, increased $3.3 million and $7.6 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year. The increase for the three-month period, as compared to the corresponding period in the prior year, is primarily driven by a concert held at Truist Park as well as other special events. The increase for the six-month period, as compared to the corresponding period in the prior year, is primarily due to events held at Truist Park, including the concert noted above as well as hosting two games for the Savannah Bananas.
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 six months ended June 30, 2025, Mixed-Use Development revenue increased $8.2 million and $11.7 million, respectively, as compared to the corresponding periods in the prior year, primarily due to a $7.7 million and a $10.8 million increase in rental income, respectively, and a $0.3 million and a $0.5 million increase in sponsorship revenue, respectively. Increases in rental income for the three and six months ended June 30, 2025, were primarily driven by new lease commencements and the in-place leases associated with the Acquisition, partially offset by various lease terminations.
Baseball operating costs. Baseball operating costs primarily include costs associated with baseball and stadium operations. For the three and six months ended June 30, 2025, baseball operating expenses increased $5.7 million and $9.3 million, respectively, as compared to the corresponding periods in the prior year, primarily due to a $4.8 million and $5.4 million increase in MLB’s revenue sharing plan and other shared expenses, respectively, a $1.3 million and $2.9 million increase in expenses for events held at Truist Park, respectively, and a $1.5 million and $1.6 million increase in minor league related expenses, respectively. These operating expenses were partially offset by a $4.3 million and $3.1 million decrease in major league player salaries for three and six months ended June 30, 2025, respectively, and a $0.2 million and $0.7 million decrease in variable concession and retail operating expenses, respectively, due to reduced attendance at regular season homes games during 2025.
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, 2025, Mixed-Use Development costs increased $1.2 million and $1.4 million, respectively, as compared to the corresponding periods in the prior year primarily as a result of increases in operating costs associated with the assets within the Acquisition.
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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 $2.6 million and $3.9 million for the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year, primarily due to $2.0 million and $2.9 million of increased property taxes, insurance and other professional fees, respectively, in addition to $0.5 million and $1.1 million of increased personnel costs, respectively.
Stock-based compensation. Stock-based compensation decreased $1.1 million and $2.1 million for the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year, primarily due to a reduction in average outstanding awards.
Depreciation and amortization. Depreciation and amortization increased $4.2 million and $2.5 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year, primarily due to certain real estate assets purchased as part of the Acquisition and various assets being placed into service, partially offset by certain Baseball related assets becoming fully depreciated.
Operating income (loss). Operating income (loss) increased $16.9 million and $24.8 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year, due to the above explanations.
Non-GAAP Adjusted OIBDA. To provide investors with additional information regarding the Company’s financial results, we also disclose Adjusted OIBDA, which is a non-GAAP financial measure. We define Adjusted OIBDA as operating income (loss) plus stock-based compensation, depreciation and amortization, 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:
Adjusted OIBDA
Adjusted OIBDA is summarized as follows:
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Consolidated Adjusted OIBDA increased $20.0 million and $25.2 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year.
Baseball Adjusted OIBDA increased $14.7 million and $16.8 million during the three and six months ended June 30, 2025, 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 $6.1 million and $9.0 million during the three and six months ended June 30, 2025, 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 $0.8 million and $0.6 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding period in the prior year, primarily due to increased personnel costs, insurance and other professional fees.
Interest Expense. Interest expense increased $1.9 million and $2.8 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year, primarily due to new borrowings related to the Acquisition and on construction loans.
Share of earnings (losses) of affiliates, net. The following table presents our share of earnings (losses) of affiliates, net:
MLB Advanced Media, L.P.
Baseball Endowment, L.P.
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 decreased $0.5 million and $1.1 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding period in the prior year, primarily due to decreases in dividend and interest income.
Income taxes. The Company’s tax provision or benefit from income taxes increased $11.4 million and $3.1 million during the three and six months ended June 30, 2025, respectively, as compared to the corresponding periods in the prior year, primarily as a result of the Company utilizing a discrete effective tax rate during the three and six months ended June 30, 2025 compared to an estimated annual effective tax rate during the three and six months ended June 30, 2024.
For the three and six months ended June 30, 2025 and 2024, our effective tax rate was affected by the unfavorable impact of certain non-deductible expenses, such as executive compensation.
Net earnings (loss). The Company had net earnings of $29.5 million and $29.1 million during the three months ended June 30, 2025 and 2024, respectively, and net losses of $11.9 million and $22.2 million during the six months ended June 30, 2025 and 2024, respectively. The change in net earnings (loss) was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.
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Liquidity and Capital Resources
As of June 30, 2025, the Company had $96.2 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.
Braves Holdings is in compliance with all financial debt covenants as of June 30, 2025.
During the six months ended June 30, 2025 and 2024, the Company’s primary uses of cash were payments to certain players and other employees pursuant to long-term employment agreements, capital expenditures including acquisitions and debt service, funded primarily by cash from operations and new borrowings.
The Company’s uses of cash are expected to be payments to certain players and other employees 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.
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, 2025, 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, 2030.
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, 2030. The maximum amount available to Braves Facility Fund LLC under the MLB facility fund — revolver was $38.0 million as of June 30, 2025 and was fully drawn as of June 30, 2025.
A subsidiary of Braves Holdings is party to a Revolving Credit Agreement (the “TeamCo Revolver”), which provides revolving commitments of $150.0 million and matures in August 2029. The availability under the TeamCo Revolver as of June 30, 2025 was $150.0 million.
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See note 5 to the accompanying condensed consolidated financial statements for a description of all indebtedness obligations.
Critical Accounting Estimates
Our critical accounting estimates are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our fiscal year 2024 Form 10-K under “Critical Accounting Estimates.” There have been no significant changes in our critical accounting estimates during the six months ended June 30, 2025.
For a discussion of quantitative and qualitative disclosures about the Company’s market risk, see Part II Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposure to market risk has not materially changed since December 31, 2024.
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 the design and operation 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 June 30, 2025 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 June 30, 2025 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
PART II—OTHER INFORMATION
Refer to note 7 in the accompanying notes to the condensed consolidated financial statements.
There have been no material changes from risk factors previously disclosed in the Company’s Form 10-K under Part I, Item 1A. You should be aware that these risk factors and other information may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
There were no repurchases of our common stock during the three months ended June 30, 2025.
During the three months ended June 30, 2025, no shares of Series A, Series B, or Series C Atlanta Braves Holdings common stock were surrendered by our officers and employees to pay withholding taxes and other deductions in connection with the vesting or exercise of restricted stock.
During the fiscal quarter ended June 30, 2025, the following Section 16 officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K of the Exchange Act):
Other than as set forth above, none of the Company’s directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(c) of Regulation S-K of the Exchange Act) during the Company’s fiscal quarter ended June 30, 2025.
Any actual sale transactions made pursuant to the trading arrangement referenced above will be disclosed publicly in Section 16 filings with the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations.
(a) Exhibits
Listed below are the exhibits which are filed as a part of this Quarterly Report (according to the number assigned to them in Item 601 of Regulation S-K):
Exhibit No.
Name
10.1
Form of Performance Stock Units Agreement under the Atlanta Braves Holdings, Inc. 2023 Omnibus Incentive Plan, as amended from time to time, for certain officers and employees of the Company*
31.1
Rule 13a-14(a)/15d-14(a) Certification*
31.2
32
Section 1350 Certification**
101.INS
Inline XBRL Instance Document* - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document*
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document*
101.LAB
Inline XBRL Taxonomy Label Linkbase Document*
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document*
101.DEF
Inline XBRL Taxonomy Definition Document*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
August 7, 2025
By:
/s/ TERENCE F. MCGUIRK
Terence F. McGuirk
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ JILL L. ROBINSON
Jill L. Robinson
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)