What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-03 compared with 2024-02-29 · 55 added, 56 removed, 206 unchanged (35% of the section changed)

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Stock price information for securities traded on the Nasdaq Global Select Market can be found on the Nasdaq’s website at www.nasdaq.com.

The following table sets forth the range of high and low sales prices of our Series B common stock for the periods they were outstanding during the year ended December 31, 2023.

The following table sets forth the range of high and low sale prices of our Series B common stock for the periods they were outstanding during the year ended December 31, 2024.

There is no established public trading market for our Series B common stock, which is quoted on the OTC Markets.

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Fourth quarter

First quarter

Second quarter

Third quarter

Fourth quarter

As of January 31, 2025, there were 5,051, 26 and 667 record holders of our Series A, Series B and Series C common stock, respectively.

The foregoing numbers of record holders do not include the number of stockholders whose shares are held nominally by banks, brokerage houses or other institutions, but include each such institution as one shareholder.

We have not paid any cash dividends on our common stock, and we have no present intention of so doing.

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There were no repurchases of our common stock during the three months ended December 31, 2024.

During the three months ended December 31, 2023, 24 shares of Atlanta Braves Holdings Series A common stock, zero shares of Series B common stock and 46 shares of Series C 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 three months ended December 31, 2024, zero shares of Atlanta Braves Holdings Series A, Series B or Series C 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.

M anagement’s Discussion and Analysis of Financial Condition and Results of Operations

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Explanatory Note

During November 2022, the board of directors of Liberty Media Corporation (“Liberty” or “Liberty Media”) 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.

Atlanta Braves Holdings, Inc.

(“Atlanta Braves Holdings,” “the Company,” “us,” “we,” or “our”) is comprised of the businesses, assets and liabilities previously attributed to the Liberty Braves Group (“Braves Group”), which, as of December 31, 2023, included Atlanta Braves Holdings’ wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) and corporate cash.

Although Atlanta Braves Holdings was reported as a combined company until the date of the Split-Off, all periods reported herein are referred to as consolidated.

The intergroup interests in the Braves Group held by the Liberty Formula One Group (the “Formula One Group”) and the Liberty SiriusXM Group immediately prior to the Split-Off were settled and extinguished in connection with the Split-Off through the attribution, to the respective tracking stock group, of Atlanta Braves Holdings Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest.

On July 18, 2023, Liberty Media Corporation (“Liberty” or “Liberty Media”), the then current parent organization of Atlanta Braves Holdings, Inc.

(“Atlanta Braves Holdings,” “the Company,” “us,” “we,” or “our”) 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 their officer positions and members of its wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) assumed these roles (the “Corporate Governance Transition”).

The Company is comprised of the businesses, assets and liabilities of 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.

The Company manages its business based on the following reportable segments:

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Ticket sales, concessions, broadcasting rights and advertising sponsorship sales are the Baseball segment’s primary revenue drivers.

The mixed-use development segment includes retail, office, hotel and entertainment operations within The Battery Atlanta (the “Mixed-Use Development”).

The Mixed-Use Development derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.

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 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.

Strategies and Challenges

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The team’s successes generate significant fan enthusiasm, resulting in sustained ticket, premium seating, concession and merchandise sales, and greater shares of local broadcasting audiences.

Management of Braves Holdings focuses on making operational and business decisions that enhance the on-field performance of the Braves and this may sometimes require implementing strategies and making investments that may negatively impact short-term profitability for the sake of immediate on-field success.

Management focuses on making operational and business decisions that enhance the on-field performance of the Braves and this may sometimes require implementing strategies and making investments that may negatively impact short-term profitability for the sake of immediate on-field success.

Braves Holdings, affiliated entities and third-party development partners, developed a significant portion of the land around Truist Park, the Braves’ stadium, creating a 2.25 million square-foot mixed-use complex that features retail, residential, office, hotel and entertainment opportunities, known as The Battery Atlanta.

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The Baseball segment includes its operations relating to the Braves baseball franchise and Truist Park and includes revenue generated from game attendance (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.

The Mixed-Use Development segment includes retail, office, hotel and entertainment operations within The Battery Atlanta.

The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta.

The Battery Atlanta 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.

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The “corporate and other” category consists of those assets that do not qualify as a separate reportable segment.

A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below.

A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to 2022 can be found in Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.

Years ended December 31,

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Stock-based compensation

Impairment of long-lived assets and other related costs

Impairment of long-lived assets and other related costs, net of insurance recoveries

Depreciation and amortization

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Average number of attendees per regular season home game

(1) Adjusted OIBDA is a non-GAAP financial measure.

See “Non-GAAP” Adjusted OIBDA” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation to the most comparable GAAP measure.

Baseball revenue.

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Total Baseball

Baseball revenue increased $46.7 million during the year ended December 31, 2023, as compared to the prior year, due to increased ticket demand and attendance at regular season home games.

Baseball event revenue also increased for the year ended December 31, 2023 due to new advertising sponsorship agreements and contractual rate increases.

Baseball revenue increased $13.8 million during the year ended December 31, 2024, as compared to the prior year, due to new sponsorship agreements and contractual rate increases on season tickets and existing sponsorship contracts, partially offset by reduced attendance at regular season home games and a reduction in ticket sales and concession revenue due to fewer postseason games in 2024.

Broadcasting revenue increased $5.2 million during the year ended December 31, 2024, as compared to the prior year, primarily due to contractual rate increases.

Retail and licensing revenue increased $3.7 million during the year ended December 31, 2023, as compared to the prior year, due to increased attendance at regular season home games and demand for City Connect and other apparel, partially offset by a reduction in demand for World Series Champions apparel.

Other revenue, a component of baseball revenue, decreased $4.9 million during the year ended December 31, 2023, as compared to the prior year, primarily due to fewer concerts at the Stadium and a reduction in World Series trophy tour revenue, partially offset by a $3.9 million increase in spring training related revenue (ticket sales, concession revenue and other gameday related revenue), driven by a six game increase in spring training home games, and revenue from additional special events at Truist Park.

The Braves have a long term local television broadcasting agreement with Sportsouth Network II, LLC.

Diamond Sports Group, the parent company of Sportsouth Network II, LLC, is in financial distress and has filed for chapter 11 protection.

While the pending bankruptcy proceeding of Diamond Sports Group has not previously had a material unfavorable impact on the Company’s revenue and the Company has received scheduled payments to date, we cannot currently predict whether such bankruptcy proceeding is reasonably likely to have a material unfavorable impact on our revenue in the future.

Retail and licensing revenue decreased $3.8 million during the year ended December 31, 2024, as compared to the prior year, due to a reduction in local revenue due to the decrease in regular season home game attendance and demand for City Connect and other apparel, partially offset by higher league-wide revenue.

Other revenue, a component of baseball revenue, increased $3.9 million during the year ended December 31, 2024, as compared to the prior year, primarily due to an increase in spring training related revenue (ticket sales, concession revenue and other gameday related revenue), driven by increased attendance at spring training home games.

Mixed-Use Development revenue.

Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includes rental income and to a lesser extent, parking revenue and sponsorships.

For the year ended December 31, 2023, Mixed-Use Development revenue increased $5.4 million, as compared to the prior year, primarily due to a $3.4 million increase in rental income and a $1.0 million increase in sponsorship revenue.

Increases in rental income for the year ended December 31, 2023, were primarily driven by a $2.4 million increase in tenant recoveries and $1.8 million increase primarily related to new lease agreements, partially offset by a reduction in overage rent.

For the year ended December 31, 2024, Mixed-Use Development revenue increased $8.3 million, as compared to the prior year, primarily due to a $5.0 million increase in rental income and a $3.0 million increase in parking revenue.

Increases in rental income for the year ended December 31, 2024, were primarily driven by $3.2 million in various new lease commencements and a $2.2 million increase in tenant recoveries, partially offset by a reduction in overage rent.

Baseball operating costs.

Baseball operating costs primarily include costs associated with baseball and stadium operations.

For the year ended December 31, 2023, baseball operating expenses increased $54.6 million, as compared to the prior year, primarily due to a $32.9 million increase in major league player salaries, $3.7 million increase under MLB’s revenue sharing plan and other shared expenses, $4.4 million increase in minor league team and player expenses, $3.2 million increase in variable concession and retail operating costs, $3.2 million increase in major league team expenses and $2.8 million of increased spring training related expenses (facility and game day operations, travel, and other variable expenses) due to the impact of additional games in 2023.

For the year ended December 31, 2024, baseball operating expenses increased $21.8 million, as compared to the prior year, primarily due to a $16.7 million increase under MLB’s revenue sharing plan and other shared expenses, a $6.3 million increase in minor league team and player expenses, and a $3.2 million increase in major league player salaries, partially offset by $3.0 million decrease in variable concession and retail operating expenses, due to reduced attendance at regular season home games during 2024.

Mixed-Use Development costs.

Mixed-Use Development costs primarily include costs associated with maintaining and operating the mixed-use facilities.

During the year ended December 31, 2023, Mixed-Use Development costs were relatively flat as compared to the prior year.

During the year ended December 31, 2024, Mixed-Use Development costs increased $0.9 million, as compared to the prior year, due to security and parking expenses and other various operating increases.

Selling, general and administrative, excluding stock-based compensation.

Selling, general and administrative expense includes costs of marketing, advertising, finance and related personnel costs.

Selling, general and administrative expense increased $17.8 million for the year ended December 31, 2023, as compared to the prior year, primarily driven by increased personnel and professional service costs, primarily driven by costs related to the Split-Off.

Selling, general and administrative expense decreased $2.5 million for the year ended December 31, 2024, as compared to the prior year, primarily due to reduced transaction costs related to the Split-Off, partially offset by increased personnel costs as well as insurance, information technology and professional fees.

Stock-based compensation.

For the year ended December 31, 2023, stock-based compensation was relatively flat as compared to the prior year.

Impairment of long-lived assets and other related costs.

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

For the year ended year ended December 31, 2024, stock-based compensation increased $3.3 million as compared to the prior year, mainly due to accelerated vesting for various awards in connection with the Corporate Governance Transition.

Depreciation and amortization.

Depreciation and amortization was relatively flat for the year ended December 31, 2023, as compared to the prior year.

The slight decrease was due to various assets becoming fully depreciated.

Depreciation and amortization decreased $8.2 million for the year ended December 31, 2024, as compared to the prior year, primarily due to various assets becoming fully depreciated.

Operating income (loss).

Operating loss increased $15.9 million during the year ended December 31, 2023, as compared to the prior year, due to the above explanations.

Adjusted OIBDA.

Operating loss decreased $6.8 million during the year ended December 31, 2024, as compared to 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 defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges.

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.

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Operating income (loss)

Impairment of long-lived assets and other related costs

Impairment of long-lived assets and other related costs, net of insurance recoveries

Stock-based compensation

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Corporate and Other

Consolidated Adjusted OIBDA decreased $20.5 million during the year ended December 31, 2023 as compared to the prior year.

Consolidated Adjusted OIBDA increased $1.9 million during the year ended December 31, 2024 as compared to the prior year.

Baseball Adjusted OIBDA decreased $14.0 million during the year ended December 31, 2024 as compared to the prior year, primarily due to the fluctuations in baseball revenue and operating costs, as described above.

Mixed-Use Development Adjusted OIBDA increased $5.9 million during the year ended December 31, 2024 as compared to the prior year, primarily due to the increase in Mixed-Use Development revenue and costs, as described above.

Corporate and Other Adjusted OIBDA loss increased $12.5 million during the year ended December 31, 2023 as compared to the prior year, primarily due to increases in costs related to the Split-Off.

Corporate and Other Adjusted OIBDA loss decreased $10.0 million during the year ended December 31, 2024 as compared to the prior year, primarily due to decreases in costs related to the Split-Off.

Interest Expense.

Interest expense increased $8.1 million during the year ended December 31, 2023 as compared to the prior year, primarily due to increased interest rates on the Company’s variable rate debt.

Share of earnings (losses) of affiliates.

The following table presents Atlanta Braves Holdings’ share of earnings (losses) of affiliates:

Interest expense increased $1.1 million during the year ended December 31, 2024 as compared to the prior year, primarily due to increased interest rates on the Company’s variable rate debt and an increase in outstanding debt.

Share of earnings (losses) of affiliates, net.

The following table presents Atlanta Braves Holdings’ share of earnings (losses) of affiliates, net:

Years ended December 31,

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During the year ended December 31, 2023, the Company recognized a gain on the disposition of a non-financial asset.

During the year ended December 31, 2022, the Company recognized gains on dispositions related to the sale of its three Professional Development League clubs, the Gwinnett Stripers, Mississippi Braves and Rome Braves.

Other, net income increased $4.8 million during the year ended December 31, 2023, as compared to the prior year, primarily due to increased net periodic pension benefits, as well as increased interest and dividend income.

Other, net income increased $2.1 million during the year ended December 31, 2024, as compared to the prior year, primarily due to increased interest and dividend income.

Income taxes.

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Earnings (loss) before income taxes

Income tax (expense) benefit

Income tax benefit (expense)

During the year ended December 31, 2024, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to executive compensation that is not deductible for tax purposes.

During the year ended December 31, 2023, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to intergroup interest losses that are not deductible for tax purposes.

During the year ended December 31, 2022, the Company recognized tax expense instead of a tax benefit at the expected federal tax rate of 21% primarily due to intergroup interest losses that are not deductible for tax purposes and the reduction of goodwill as a result of the sale of the Professional Development League clubs that is also not deductible for tax purposes.

Net earnings (loss).

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Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

During the year ended December 31, 2023, the Company’s primary uses of cash were capital expenditures, working capital requirements and debt service, funded primarily by cash from operations, distributions from equity method affiliates and new borrowings on construction loans.

During the year ended December 31, 2022, the Company’s primary uses of cash were debt service, amateur player acquisition rights and capital expenditures, funded primarily by borrowings of debt, cash from operations, cash proceeds from dispositions and distributions from equity method affiliates.

In addition, during the year ended December 31, 2022, the Company paid the Liberty SiriusXM Group approximately $13.8 million of cash, resulting in a partial settlement of the intergroup interest in the Braves Group held by the Liberty SiriusXM Group.

During the years ended December 31, 2024 and 2023, the Company’s primary uses of cash were capital expenditures, working capital requirements and debt service, funded primarily by cash from operations, distributions from equity method affiliates and new borrowings on construction loans.

The Company’s uses of cash are expected to be payments to certain players, coaches and executives pursuant to long-term employment agreements, capital expenditures, investments in real estate ventures and debt service payments.

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Major League Baseball Trust then uses the proceeds of such borrowings to provide loans to the club trusts of the participating Clubs, including the Braves Club Trust (the “Club Trust”).

The maximum amount available to the Club Trust under the LWCF was $125 million as of December 31, 2023.

The maximum amount available to the Club Trust under the LWCF was $125.0 million as of December 31, 2024 which remains undrawn.

The commitment termination date of the revolving credit facility under the LWCF, which is the repayment date for all amounts borrowed under such revolving credit facility, is July 10, 2026.

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The commitment termination date, which is the repayment date for all amounts borrowed under the MLB facility fund – revolver, is July 10, 2026.

The maximum amount available to Braves Facility Fund LLC under the MLB facility fund – revolver was $41.4 million as of December 31, 2023.

outstanding under the MLB facility fund – revolver bore interest at a variable rate of 6.73% per annum as of December 31, 2023.

The maximum amount available to Braves Facility Fund LLC under the MLB facility fund – revolver was $39.1 million as of December 31, 2024 and was fully drawn as of December 31, 2024.

TeamCo Revolver

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(1) Amounts are stated at the face amount at maturity and do not assume additional borrowings or refinancings of existing debt.

(2) Amounts (i) are based on the Company’s outstanding debt at December 31, 2023, (ii) assume the interest rates on the Company’s variable rate debt remain constant at the December 31, 2023 rates and (iii) assume that its existing debt is repaid at maturity.

(3) The Braves have entered into long-term employment contracts with certain of their players (current and former), coaches and executives.

(2) Amounts (i) are based on the Company’s outstanding debt at December 31, 2024, (ii) assume the interest rates on the Company’s variable rate debt remain constant at the December 31, 2024 rates, (iii) include any impacts of outstanding interest rate swaps and (iv) assume that its existing debt is repaid at maturity.

(3) The Braves have entered into long-term employment contracts with certain of their players (current and former), coaches and employees.

Amounts due under such contracts as of December 31, 2024 aggregated $762.7 million.

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Atlanta Braves Holdings’ non-financial instrument valuations are primarily comprised of its annual assessment of the recoverability of its goodwill and franchise rights (collectively, “indefinite-lived intangible assets”), and its evaluation of the recoverability of its other long-lived assets upon certain triggering events.

If the carrying value of Atlanta Braves Holdings’ long-lived assets exceeds their estimated fair value, Atlanta Braves Holdings is

required to write the carrying value down to fair value.

If the carrying value of Atlanta Braves Holdings’ long-lived assets exceeds their estimated fair value, Atlanta Braves Holdings is required to write the carrying value down to fair value.

Any such writedown is included in impairment of long-lived assets in the consolidated statement of operations.

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Atlanta Braves Holdings may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates.

Atlanta Braves Holdings may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques.

Atlanta Braves Holdings may need to make estimates of future cash

flows and discount rates as well as other assumptions in order to implement these valuation techniques.

Due to the judgment involved in Atlanta Braves Holdings’ estimation techniques, any value ultimately derived from Atlanta Braves Holdings’ long-lived assets may differ from its estimate of fair value.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity