8-K

Atlanta Braves Holdings, Inc. (BATRA)

8-K 2024-11-07 For: 2024-11-06
View Original
Added on April 05, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 6, 2024

ATLANTA BRAVES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada 001-41746 92-1284827
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)

755 Battery Avenue SE

Atlanta , Georgia **** 30339

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (404) 614-2300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which<br>registered
Series A Common Stock BATRA The Nasdaq Stock Market LLC
Series C Common Stock BATRK The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☒

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2024, Atlanta Braves Holdings, Inc. (the “Company”) issued a press release (the “Earnings Release”) setting forth information, including financial information, which is intended to supplement the financial statements and related Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2024.

This Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1, insofar as they disclose historical information regarding the Company's results of operations or financial condition for the quarter ended September 30, 2024, are being furnished to the SEC.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No. Description
99.1 Earnings Release, dated November 6, 2024.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 6, 2024

ATLANTA BRAVES HOLDINGS, INC.
By: /s/ Benjamin Phanco
Name: Benjamin Phanco
Title: Senior Vice President

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Exhibit 99.1 Graphic

ATLANTA BRAVES HOLDINGS REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS

Atlanta, Georgia, November 6, 2024 – Atlanta Braves Holdings, Inc. (“ABH”) (Nasdaq: BATRA, BATRK) today reported third quarter 2024 results.

Headlines include:

Total revenue grew to $291 million in the third quarter, up from $272 million in the prior year period.
o Baseball revenue increased 7% to $273 million.
--- ---
o Mixed-use development revenue grew 12% to $17 million.
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Third straight year selling over three million tickets.
Braves earned the number one spot for overall guest experience, concessions and non-game entertainment in MLB Voice of Consumer survey.
--- ---
The team made their 7^th^ consecutive postseason appearance.
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Discussion of Results

Three months ended Nine months ended
September 30, September 30,
**** 2023 2024 **** % Change 2023 2024 **** % Change
**** amounts in thousands amounts in thousands
Baseball revenue $ 256,266 $ 273,262 7 % $ 528,762 $ 561,233 6 %
Mixed-use development revenue 15,558 17,412 12 % 44,157 49,397 12 %
Total revenue 271,824 290,674 7 % 572,919 610,630 7 %
Operating costs and expenses:
Baseball operating costs (198,195) (225,973) (14) % (430,424) (476,250) (11) %
Mixed-use development costs (2,247) (2,499) (11) % (6,451) (7,162) (11) %
Selling, general and administrative, excluding stock-based compensation (31,071) (30,757) 1 % (85,250) (83,777) 2 %
Adjusted OIBDA^(1)^ $ 40,311 $ 31,445 (22) % $ 50,794 $ 43,441 (14) %
Operating income (loss) $ 15,716 $ 6,402 (59) % $ (14,074) $ (21,017) (49) %
Regular season home games in period 37 41 80 81

Unless otherwise noted, the following discussion compares financial information for the three months ended September 30, 2024, to the same period in 2023.

Baseball revenue is derived from two primary sources on an annual basis: (i) baseball event revenue (ticket sales, concessions, advertising sponsorships, suites and premium seat fees) and (ii) broadcasting revenue (national and local broadcast rights). Mixed-use development revenue is derived from The Battery Atlanta mixed-use facilities and primarily includes rental income.

The following table disaggregates revenue by segment and by source:

Three months ended Nine months ended
September 30, September 30,
**** 2023 2024 **** % Change 2023 2024 **** % Change
**** amounts in thousands amounts in thousands
Baseball:
Baseball event $ 160,794 $ 172,800 7 % $ 324,280 $ 345,318 6 %
Broadcasting 69,337 70,992 2 % 138,786 144,043 4 %
Retail and licensing 20,904 16,512 (21) % 45,026 41,789 (7) %
Other 5,231 12,958 148 % 20,670 30,083 46 %
Baseball revenue 256,266 273,262 7 % 528,762 561,233 6 %
Mixed-use development 15,558 17,412 12 % 44,157 49,397 12 %
Total revenue $ 271,824 $ 290,674 7 % $ 572,919 $ 610,630 7 %

There were 41 home games played in the third quarter of 2024 compared to 37 home games in the prior year period.

Baseball revenue increased 7% in the third quarter. Baseball event revenue increased primarily due to new sponsorship agreements and contractual rate increases on season tickets and existing sponsorship contracts. This was partially offset by reduced attendance at regular season home games.

Broadcasting revenue was higher primarily due to an increase in the number of regular season games, as well as contractual rate increases. Retail and licensing revenue decreased due to a reduction in local revenue caused by reduced attendance at regular season home games. Other revenue increased due to additional concerts at the ballpark compared to the prior year period. Mixed-use development revenue increased 12% primarily due to higher parking revenue and increased rental income related to tenant recoveries.

Operating income and Adjusted OIBDA decreased in the third quarter due to increased baseball operating costs. Baseball operating costs increased due to higher major league player salaries as well as increases in MLB’s revenue sharing plan, minor league team and player expenses and concert related expenses. This was partially offset by decreases in variable concession and retail operating expenses due to reduced attendance at regular season home games. Selling, general and administrative expenses were relatively flat in the third quarter.

FOOTNOTES

1) For a definition of Adjusted OIBDA (as defined by ABH) and the applicable reconciliation to the most comparable GAAP measure, see “Non-GAAP Financial Measures and Supplemental Disclosures,” below.

Important Notice: Atlanta Braves Holdings, Inc. (Nasdaq: BATRA, BATRK) will discuss the company’s earnings release on a conference call which will begin at 10:00 a.m. (E.T.) on November 6, 2024. The call can be accessed by dialing (877) 407-9709 or +1 (201) 689-8542, passcode 13749388 at least 10 minutes prior to the start time. The call will also be broadcast live across the Internet and archived on our website. To access the webcast, go to https://www.bravesholdings.com/investors/news-events/ir-calendar. Links to this press release will also be available on the ABH website.

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During the conference call, ABH may discuss and answer questions concerning business and financial developments and trends that have occurred after quarter-end. The company’s responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously.

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business, product and marketing strategies, future financial performance and prospects, trends and any other matters that are not historical facts. 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 risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, include, without limitation: ABH’s historical financial information not being representative of its future financial position, results of operations, or cash flows; ABH’s ability to recognize anticipated benefits from the split-off from Liberty Media Corporation; ABH’s ability to successfully transition responsibilities for various matters from Liberty Media Corporation to in-house or third party personnel and costs incurred in connection with operating as a standalone public company; ABH’s indebtedness and its ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations; ABH’s ability to realize the benefits of acquisitions or other strategic investments; the impact of inflation and weak economic conditions on consumer demand for products, services and events offered by ABH; the outcome of pending or future litigation or investigations; operational risks of ABH and its business affiliates with operations outside of the U.S.; ABH’s ability to use net operating loss and disallowed business interest carryforwards; ABH’s ability to comply with government regulations and potential adverse outcomes of regulatory proceedings; the regulatory and competitive environment in which ABH operates; potential changes in the nature of key strategic relationships with partners, vendors and joint venturers; the achievement of on-field success and ability to develop, obtain and retain talented players; the impact of organized labor; the impact of the structure or an expansion of Major League Baseball; the level of broadcasting revenue that ABH and its subsidiaries receive, including any impact as a result of the outcome of the Diamond Sports Group bankruptcy; the performance and management of the mixed-use development; the impact of data losses or breaches or disruptions in ABH’s information systems and information system security; ABH’s processing, storage, sharing, use and protection of personal data and the impact of geopolitical incidents, accidents, terrorist acts, pandemics or epidemics, natural disasters, including the effects of climate change, or other events that cause one or more events to be cancelled or postponed, are not covered by insurance, or cause reputational damage to ABH and its affiliates. These forward-looking statements speak only as of the date of this press release, and ABH expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in ABH’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of ABH, including the most recently filed Forms 10-K and 10-Q, for additional information about ABH and about the risks and uncertainties related to ABH’s business which may affect the statements made in this press release.

Contact: Jennifer Giglio (404) 614-1336

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NON-GAAP FINANCIAL MEASURES AND SUPPLEMENTAL DISCLOSURES

SCHEDULE 1: Reconciliation of Adjusted OIBDA to Operating Income (Loss)

To provide investors with additional information regarding our financial results, this press release includes a presentation of Adjusted OIBDA, which is a non-GAAP financial measure, for ABH together with reconciliations to operating income, as determined under GAAP. ABH defines Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges, if applicable. However, ABH’s definition of Adjusted OIBDA may differ from similarly titled measures disclosed by other companies.

ABH believes Adjusted OIBDA 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. Because Adjusted OIBDA is used as a measure of operating performance, ABH views operating income as the most directly comparable GAAP measure. Adjusted OIBDA is not meant to replace or supersede operating income or any other GAAP measure, but rather to supplement such GAAP measures in order to present investors with the same information that ABH management considers in assessing the results of operations and performance of its assets.

The following table provides a reconciliation of Adjusted OIBDA for ABH to operating income (loss) calculated in accordance with GAAP for the three and nine months ended September 30, 2023, and September 30, 2024.

Three months ended Nine months ended
September 30, September 30,
(amounts in thousands) 2023 2024 2023 2024
Operating income (loss) $ 15,716 $ 6,402 $ (14,074) $ (21,017)
Stock-based compensation 3,309 6,365 9,653 13,789
Depreciation and amortization 21,286 18,678 55,215 50,669
Adjusted OIBDA $ 40,311 $ 31,445 $ 50,794 $ 43,441
Baseball $ 36,884 $ 24,397 $ 38,232 $ 20,072
Mixed-use development 10,661 12,173 29,980 33,615
Corporate and other (7,234) (5,125) (17,418) (10,246)

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SCHEDULE 2: Cash and Debt

The following presentation is provided to separately identify cash and debt information. ABH cash decreased $20 million during the third quarter due to cash used in operations primarily driven by seasonal working capital changes as well as capital expenditures, partially offset by the release of restricted cash pursuant to the terms of various financial debt arrangements and net borrowing. ABH debt increased $40 million in the third quarter primarily due to borrowings under the TeamCo revolver and mixed-use development credit facilities to support working capital and current capital projects.

(amounts in thousands) June 30, 2024 September 30, 2024
ABH Cash (GAAP)^(a)^ $ 121,239 $ 100,852
Debt:
Baseball
League wide credit facility $ $
MLB facility fund - term 30,000 30,000
MLB facility fund - revolver 40,250 39,675
TeamCo revolver 30,000
Term debt 162,119 158,806
Mixed-use development 370,908 384,641
Total ABH Debt $ 603,277 **** $ 643,122
Deferred financing costs (3,241) **** (3,023)
Total ABH Debt (GAAP) $ 600,036 $ 640,099

a) Excludes restricted cash held in reserves pursuant to the terms of various financial obligations of $40 million and $15 million as of June 30, 2024, and September 30, 2024, respectively.

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ATLANTA BRAVES HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION

September 30, 2024 (unaudited)

**** September 30, **** December 31,
**** 2024 **** 2023
amounts in thousands,
except share amounts
Assets
Current assets:
Cash and cash equivalents $ 100,852 125,148
Restricted cash 15,168 12,569
Accounts receivable and contract assets, net of allowance for credit losses of $468 and $332, respectively 88,053 62,922
Other current assets 20,065 17,380
Total current assets 224,138 218,019
Property and equipment, at cost 1,159,685 1,091,943
Accumulated depreciation (358,549) (325,196)
801,136 766,747
Investments in affiliates, accounted for using the equity method 113,929 99,213
Intangible assets not subject to amortization:
Goodwill 175,764 175,764
Franchise rights 123,703 123,703
299,467 299,467
Other assets, net 118,577 120,884
Total assets $ 1,557,247 1,504,330
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities $ 92,525 73,096
Deferred revenue and refundable tickets 82,414 111,985
Current portion of debt 137,626 42,153
Other current liabilities 9,093 6,439
Total current liabilities 321,658 233,673
Long-term debt 502,473 527,116
Finance lease liabilities 103,520 103,586
Deferred income tax liabilities 40,489 50,415
Pension liability 11,007 15,222
Other noncurrent liabilities 35,633 33,676
Total liabilities 1,014,780 963,688
Equity:
Preferred stock, $.01 par value. Authorized 50,000,000 shares; zero shares issued at September 30, 2024, and December 31, 2023
Series A common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 10,318,162 and 10,318,197 at September 30, 2024, and December 31, 2023, respectively 103 103
Series B common stock, $.01 par value. Authorized 7,500,000 shares; issued and outstanding 977,776 and 977,776 at September 30, 2024, and December 31, 2023, respectively 10 10
Series C common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 50,842,646 and 50,577,776 at September 30, 2024, and December 31, 2023, respectively 508 506
Additional paid-in capital 1,103,820 1,089,625
Accumulated other comprehensive earnings (loss), net of taxes (7,500) (7,271)
Retained earnings (deficit) (566,519) (554,376)
Total stockholders' equity 530,422 528,597
Noncontrolling interests in equity of subsidiaries 12,045 12,045
Total equity 542,467 540,642
Commitments and contingencies
Total liabilities and equity $ 1,557,247 1,504,330

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ATLANTA BRAVES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION

September 30, 2024 (unaudited)

Three months ended Nine months ended
September 30, September 30,
**** 2024 **** 2023 **** 2024 **** 2023
amounts in thousands,
except per share amounts
Revenue:
Baseball revenue $ 273,262 256,266 $ 561,233 528,762
Mixed-use development revenue 17,412 15,558 49,397 44,157
Total revenue 290,674 271,824 610,630 572,919
Operating costs and expenses:
Baseball operating costs 225,973 198,195 476,250 430,424
Mixed-use development costs 2,499 2,247 7,162 6,451
Selling, general and administrative, including stock-based compensation 37,122 34,380 97,566 94,903
Depreciation and amortization 18,678 21,286 50,669 55,215
284,272 256,108 631,647 586,993
Operating income (loss) 6,402 15,716 (21,017) (14,074)
Other income (expense):
Interest expense (9,561) (9,657) (28,717) (28,017)
Share of earnings (losses) of affiliates, net 13,702 12,725 26,951 23,384
Realized and unrealized gains (losses) on intergroup interests, net (20,392) (83,178)
Realized and unrealized gains (losses) on financial instruments, net (2,476) 2,593 1,429 5,672
Other, net 1,838 1,224 5,824 5,381
Earnings (loss) before income taxes 9,905 2,209 (15,530) (90,832)
Income tax benefit (expense) 115 (8,256) 3,387 (2,104)
Net earnings (loss) $ 10,020 (6,047) $ (12,143) (92,936)
Basic net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share $ 0.16 (0.10) $ (0.20) (1.51)
Diluted net earnings (loss) attributable to Series A, Series B and Series C Atlanta Braves Holdings, Inc. shareholders per common share $ 0.16 (0.10) $ (0.20) (1.51)

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ATLANTA BRAVES HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS INFORMATION

September 30, 2024 (unaudited)

**** Nine months ended
September 30,
**** 2024 **** 2023
amounts in thousands
Cash flows from operating activities:
Net earnings (loss) $ (12,143) (92,936)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 50,669 55,215
Stock-based compensation 13,789 9,653
Share of (earnings) losses of affiliates, net (26,951) (23,384)
Realized and unrealized (gains) losses on intergroup interests, net 83,178
Realized and unrealized (gains) losses on financial instruments, net (1,429) (5,672)
Deferred income tax expense (benefit) (10,902) (6,086)
Cash receipts from returns on equity method investments 12,552 12,350
Net cash received (paid) for interest rate swaps 4,564 3,604
Other charges (credits), net 398 (1,266)
Net change in operating assets and liabilities:
Current and other assets (42,539) (67,475)
Payables and other liabilities (280) 11,513
Net cash provided by (used in) operating activities (12,272) (21,306)
Cash flows from investing activities:
Capital expended for property and equipment (73,922) (45,313)
Other investing activities, net (293) (15)
Net cash provided by (used in) investing activities (74,215) (45,328)
Cash flows from financing activities:
Borrowings of debt 106,343 52,248
Repayments of debt (39,284) (38,997)
Contribution from noncontrolling interest 12,045
Other financing activities, net (2,269) (4,946)
Net cash provided by (used in) financing activities 64,790 20,350
Net increase (decrease) in cash, cash equivalents and restricted cash (21,697) (46,284)
Cash, cash equivalents and restricted cash at beginning of period 137,717 172,813
Cash, cash equivalents and restricted cash at end of period $ 116,020 126,529

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